Clean Energy SPAC extends merger deadline to 2027

Clean Energy Special Situations Corp. reported the results of a special stockholder meeting held on January 30, 2026.

Rhea-AI Filing Summary

Clean Energy Special Situations Corp. reported the results of a special stockholder meeting held on January 30, 2026. Stockholders approved an amendment to the company’s charter to extend the deadline to complete an initial business combination to June 30, 2027.

Holders of 4,663,325 shares of common stock were entitled to vote as of January 8, 2026, and 3,985,552 shares were represented in person or by proxy, providing a quorum. The extension proposal passed unanimously with 3,985,552 votes for, and no votes against or abstentions, allowing the SPAC additional time to identify and complete a business combination.

Insights

SPAC and corporate actions analyst

Shareholders unanimously backed a SPAC deadline extension, preserving its deal-making window.

Clean Energy Special Situations Corp. obtained stockholder approval to move its business combination deadline to June 30, 2027. All 3,985,552 votes cast supported the charter amendment, with no opposition or abstentions, indicating clear support for keeping the SPAC structure in place.

The meeting drew 3,985,552 shares present out of 4,663,325 entitled as of January 8, 2026, establishing a quorum. This decision maintains the option value of the SPAC vehicle, giving management more time to negotiate and close a potential transaction, though actual outcomes will depend on any future deal terms.

For investors, the key milestone is the new outside date of June 30, 2027, which now serves as the extended horizon for a potential initial business combination, subject to any later changes or additional stockholder approvals.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Clean Energy Special Situations Corp. (SWSS) shareholders approve at the special meeting?

Shareholders approved an amendment extending the deadline to complete an initial business combination to June 30, 2027. This change gives the SPAC more time to identify, negotiate, and close a suitable merger or acquisition before it would need to wind up.

How many Clean Energy Special Situations Corp. (SWSS) shares were eligible to vote at the special meeting?

A total of 4,663,325 shares of common stock were entitled to vote as of January 8, 2026. These shares represented all issued and outstanding common stock used to determine who could participate in the special meeting vote.

What level of shareholder participation did SWSS have at the January 30, 2026 special meeting?

The meeting had 3,985,552 shares present in person or by proxy, out of 4,663,325 entitled to vote. This level of participation constituted a quorum, allowing the company to validly conduct business and vote on the charter amendment.

How did Clean Energy Special Situations Corp. (SWSS) shareholders vote on extending the business combination deadline?

Shareholders voted 3,985,552 shares for the extension proposal, with 0 against and 0 abstentions. The unanimous support approved amending the charter to move the initial business combination deadline to June 30, 2027.

Why is the June 30, 2027 extension important for Clean Energy Special Situations Corp. (SWSS)?

The extension to June 30, 2027 preserves the company’s ability to complete an initial business combination instead of liquidating earlier. It effectively lengthens the SPAC’s operating window to pursue and close a qualifying merger or acquisition transaction.

When was the Clean Energy Special Situations Corp. (SWSS) special meeting held and who could vote?

The special meeting was held on January 30, 2026 via live webcast. Holders of common stock at the close of business on January 8, 2026 were entitled to vote on the proposal to amend the certificate of incorporation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/05/2026 - 02:38 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026 (January 30, 2026)

Clean Energy Special Situations Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40757		85-3501488
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12600 Hill County Blvd., Suite R-275, Austin, TX		78738
(Address of principal executive offices)		(Zip Code)

(212) 818-8800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 30, 2026, Clean Energy Special Situations Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) via live webcast. Holders of the Company’s common stock at the close of business on January 8, 2026 were entitled to vote at the Special Meeting. As of such date, there were 4,663,325 shares of common stock issued and outstanding. There were 3,985,552 shares present in person or by proxy at the Special Meeting, constituting a quorum.

Stockholders voted on one (1) proposal at the Special Meeting. The proposal is described in detail in the Company’s definitive proxy statement, dated January 9, 2026, the relevant portions of which are incorporated herein by reference. The final results for the votes regarding the proposal are set forth below.

Proposal 1: The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination to June 30, 2027. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions
3,985,552		0		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 5, 2026	CLEAN ENERGY SPECIAL SITUATIONS CORP.
	/s/ Raghu Kilambi
	Name:	Raghu Kilambi
	Title:	Chief Executive Officer