CLRCF / ClimateRock - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATEROCK (

Promissory Note, dated as of June 20, 2025, by and between ClimateRock and U.N. SDG Support LLC.(2)

Exhibit 10.40 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41363 CLIMATEROCK (E

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 1, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IR

An amendment to the Amended and Restated Memorandum and Articles of Association. (1)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CLIMATEROCK RESOLVED, as a special resolution that: Article 36.2 of the Amended and Restated Memorandum and Articles of Association of the Company is amended and restated to read in its entirety as follows: “36.2 The Company has until November 2, 2025 (or such earlier date as determined by the board of dire

CLIMATEROCK ANNOUNCES ADJOURNMENT OF SHAREHOLDER MEETING TO 11:00 AM EASTERN TIME MAY 1, 2025

Exhibit 99.1 CLIMATEROCK ANNOUNCES ADJOURNMENT OF SHAREHOLDER MEETING TO 11:00 AM EASTERN TIME MAY 1, 2025 London, April 30, 2025 (GLOBE NEWSWIRE) -ClimateRock (“ClimateRock” or the “Company”) (OTC: “CLRCF”, “CLRUF”, “CLRWF”, “CLRRF”) announced today that, in connection with the Company’s extraordinary general meeting of shareholders (the “Special Meeting”) to consider and approve, among other thi

Financial Statements and Exhibits, Other Events

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): April 30, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

CLIMATEROCK ANNOUNCES REVISED MONTHLY SPONSOR CONTRIBUTION OF $0.04 PER SHARE TO TRUST ACCOUNT FOR PROPOSED EXTENSION

Exhibit 99.1 CLIMATEROCK ANNOUNCES REVISED MONTHLY SPONSOR CONTRIBUTION OF $0.04 PER SHARE TO TRUST ACCOUNT FOR PROPOSED EXTENSION London, April 29, 2025 (GLOBE NEWSWIRE) - ClimateRock (“ClimateRock” or the “Company”) (OTC: “CLRCF”, “CLRCUF”, “CLRWF”) announced today that, in connection with the Company’s upcoming extraordinary general meeting of shareholders (the “Special Meeting”) to consider an

Financial Statements and Exhibits, Other Events

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): April 29, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––– Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

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): April 8, 2025 (Exact name of regi

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): April 8, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 8, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 26, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

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): March 21, 2025 (Exact name of reg

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): March 21, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

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): March 21, 2025 (Exact name of reg

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): March 21, 2025 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated Agreement and Plan of Merger, dated as of March 21, 2025, by and among ClimateRock, Holdings, SPAC Merger Sub, Company Merger Sub and GreenRock.

Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of March 21, 2025 by and among CLIMATEROCK, CLIMATEROCK HOLDINGS LIMITED, CLIMATEROCK MERGER SUB LIMITED, GREENROCK MERGER SUB CORP., and GREENROCK CORP TABLE OF CONTENTS Page No. ARTICLE I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 12 1.03 Knowledge 13 1.04 Equitable Adjustments 13 ARTICLE II

Amended and Restated Agreement and Plan of Merger, dated as of March 21, 2025, by and among ClimateRock, Holdings, SPAC Merger Sub, Company Merger Sub and GreenRock.

Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of March 21, 2025 by and among CLIMATEROCK, CLIMATEROCK HOLDINGS LIMITED, CLIMATEROCK MERGER SUB LIMITED, GREENROCK MERGER SUB CORP., and GREENROCK CORP TABLE OF CONTENTS Page No. ARTICLE I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 12 1.03 Knowledge 13 1.04 Equitable Adjustments 13 ARTICLE II

JOINT FILING AGREEMENT

Schedule 13G JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary shares of ClimateRock dated as of February 3, 2025 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATERO

Power of Attorney

EX-99.B 3 d902151dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

CLRC / ClimateRock / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d902151dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ClimateRock (Name of Issuer) Common Shares (Title of Class of Securities) G2311X100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d902151dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

CLRC / ClimateRock / Yakira Capital Management, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 tm2428143d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* ClimateRock (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2311X100 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (20

CLRC / ClimateRock / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteoraclrc093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ClimateRock (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

CLRC / ClimateRock / Lighthouse Investment Partners, LLC Passive Investment

SC 13G 1 lighthouse-clrc93024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ClimateRock (Name of Issuer) par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Amendment to Agreement and Plan of Merger, dated as of November 6, 2024, by and among ClimateRock, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited, GreenRock Merger Sub Corp. and GreenRock Corp (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2024).

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of November 6, 2024, by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of SPAC (“Holdings”), (iii) ClimateRock Merger Sub Limited

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): November 6, 2024 (Exact name of r

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): November 6, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 6, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number

Amendment to Agreement and Plan of Merger, dated as of November 6, 2024, by and among ClimateRock, Holdings, SPAC Merger Sub, Company Merger Sub and GreenRock

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of November 6, 2024, by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of SPAC (“Holdings”), (iii) ClimateRock Merger Sub Limited

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): October 8, 2024 (Exact name of re

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): October 8, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

CLRC / ClimateRock / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20037294sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ClimateRock (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATEROCK (E

Amendment to Loan Agreement, dated August 6, 2024, by and between ClimateRock and Eternal BV.

Exhibit 10.3 DATED 6 August 2024 AMENDMENT TO LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ THIS AGREEMENT is dated and made on the 6th day of August 2024. BETWEEN: (1) ClimateRock (the “Borrower”), 25 Bedford Square, London, England, WC1B 3HH, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherlands. NOW IT IS

Amendment to Loan Agreement, dated August 6, 2024, by and between ClimateRock and Eternal BV.

Exhibit 10.5 DATED 6 August 2024 AMENDMENT TO LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ THIS AGREEMENT is dated and made on the 6th day of August 2024. BETWEEN: (1) ClimateRock (the “Borrower”), 25 Bedford Square, London, England, WC1B 3HH, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherlands. NOW IT IS

Amendment to Loan Agreement, dated August 5, 2024, by and between ClimateRock and Eternal BV.

Exhibit 10.2 DATED 5 August 2024 AMENDMENT TO LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ THIS AGREEMENT is dated and made on the 5th day of August 2024. BETWEEN: (1) ClimateRock (the “Borrower”), 5 Bedford Square, London, England, WC1B 3HH, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherlands. NOW IT IS H

Amendment to Loan Agreement, dated August 6, 2024, by and between ClimateRock and Eternal BV.

Exhibit 10.4 DATED 6 August 2024 AMENDMENT TO LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ THIS AGREEMENT is dated and made on the 6th day of August 2024. BETWEEN: (1) ClimateRock (the “Borrower”), 25 Bedford Square, London, England, WC1B 3HH, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherlands. NOW IT IS

Loan Agreement, dated August 5, 2024, by and between ClimateRock and Eternal BV.

Exhibit 10.1 DATED 05 August 2024 LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ Long Form Loan Agreement - Unsecured 1 THIS AGREEMENT is dated and made on the 5th day of August 2024. BETWEEN: (1) ClimateRock (the “Borrower”), 25 Bedford Square, London, WC1B 3HH, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Nethe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 5, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

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): May 20, 2024 (Exact name of regis

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): May 20, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I

ClimateRock Appoints Dariusz Sliwinski to the Board of Directors

Exhibit 99.1 Filed by ClimateRock pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ClimateRock Holdings Limited Commission File No.: 333- 276718 Date: May 21, 2024 ClimateRock Appoints Dariusz Sliwinski to the Board of Directors London, United Kingdom, May 21, 2024 (GLOBE NEWSWIRE) - ClimateRoc

ClimateRock Appoints Dariusz Sliwinski to the Board of Directors

Exhibit 99.1 Filed by ClimateRock pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ClimateRock Holdings Limited Commission File No.: 333- 276718 Date: May 21, 2024 ClimateRock Appoints Dariusz Sliwinski to the Board of Directors London, United Kingdom, May 21, 2024 (GLOBE NEWSWIRE) - ClimateRoc

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): May 20, 2024 (Exact name of regis

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): May 20, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I

Consulting Agreement, dated as of January 4, 2024, by and between Climaterock and MZHCI, LLC.*

Exhibit 10.4 New York ● Chicago ● San Diego ● Aliso Viejo ● Austin ● Minneapolis ● Taipei ● São Paulo www.mzgroup.us SPAC Investor Relations Consulting Agreement THIS CONSULTING AGREEMENT (“Agreement”) is made this 4th day of January 2024, by and between ClimateRock (Hereinafter referred to as the “Company” or “ClimateRock”), and MZHCI, LLC, an MZ Group Company (hereinafter referred collectively a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATEROCK (

Amendment to the Amended and Restated Memorandum and Articles of Association. (15)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CLIMATEROCK Article 36.2 of the Amended and Restated Memorandum and Articles of Association of the Company as amended is amended and restated to read in its entirety as follows: “36.2 The Company has until May 2, 2025 (or such earlier date as determined by the board of directors, in its sole discretion) (su

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): April 29, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Promissory Note, dated as of April 30, 2024, by and between ClimateRock and U.N. SDG Support LLC.(1)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Other Events

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): April 25, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 19, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Resignation Letter of Ms. Caroline Harding

Exhibit 17.1 ClimateRock Registered Office: 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KYI-9009 Email: [email protected] For the attention of: The Directors 24th April 2024 Dear Directors Resignation as a Director As previously notified, I hereby resign as a director Of ClimateRock (“the Company”) with effect from the 26th April 2024. This resignation also includes my resignation

Resignation Letter of Mr. Randolph Sesson, Jr.

Exhibit 17.2 ClimateRock April 25, 2024 Registered Office: 89 Nexus way Camana Bay Grand Cayman Cayman Islands KY1-9009 Email: [email protected] For the attention of: The Directors Resignation as Director Dear Directors, Per my email of April 24, 2024, I hereby resign as a director of ClimateRock (the “Company”) with effect from April 26, 2024. This resignation also includes my resignation as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Other Events, Shareholder Director Nominations, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 10, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Amended a Compensation Committee Charter. (14)

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CLIMATEROCK Adopted and effective on March 14, 2022 Amended on November 30, 2023 I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of ClimateRock, a Cayman Islands exempted company (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, includ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41363 CLIMATEROCK (E

Insider Trader Policies and Procedures, adopted April 27, 2022. *

Exhibit 19 Insider Trading Compliance Manual ClimateRock Adopted April 27, 2022 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors and other related individuals, the Board of Directors (the “Board”) of ClimateRock, a Cayman Islands exempted company (the “Company”) has adopted the policies and procedures described in this Insider Trading Compliance Manual.

Policy Related to Recovery of Erroneously Awarded Compensation, adopted October 2, 2023. *

Exhibit 97 CLIMATEROCK EXECUTIVE COMPENSATION CLAWBACK POLICY Effective as of October 2, 2023 The Board of Directors (the “Board”) of ClimateRock (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”).

Amended Audit Committee Charter. (14)

Exhibit 99.1 CLIMATEROCK AUDIT COMMITTEE CHARTER Adopted and effective on March 14, 2022 Amended on November 30, 2023 I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of ClimateRock, a Cayman Islands exempted company (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-413

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): March 5, 2024 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number) (

KYG2311X1007 / ClimateRock / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

KYG2311X1007 / ClimateRock / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 clrca121424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLIMATEROCK (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this

KYG2311X1007 / ClimateRock / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoraclrc123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ClimateRock (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

KYG2311X1007 / ClimateRock / Shaolin Capital Management LLC Passive Investment

SC 13G/A 1 shaolinclrc123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLIMATEROCK (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th

KYG2311X1007 / ClimateRock / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 clrc20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 CLIMATEROCK (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

KYG2311X1007 / ClimateRock / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

SC 13G/A 1 clrca120824.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ClimateRock (Name of Issuer) Class A Ordinary Share (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

KYG2311X1007 / ClimateRock / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* ClimateRock (Name of Issuer) Class A ordinary shares, par value $ 0.0001 (Title of Class of Securi

KYG2311X1007 / ClimateRock / Hudson Bay Capital Management LP - CLRC 13G/A Passive Investment

SC 13G/A 1 clrc13ga.htm CLRC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ClimateRock (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

ClimateRock and GreenRock Announce Filing of a Registration Statement in Connection with Proposed Business Combination

Filed by ClimateRock pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: ClimateRock Holdings Limited Commission File No.

KYG2311X1007 / ClimateRock / Yakira Capital Management, Inc. - 13G Passive Investment

SC 13G 1 eps11108clrc.htm 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ClimateRock (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G2311X100 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Name, Address and

Agreement and Plan of Merger, dated as of December 30, 2023, by and among ClimateRock, Holdings, the Merger Subs and GreenRock

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of December 30, 2023 by and among CLIMATEROCK, CLIMATEROCK HOLDINGS LIMITED, CLIMATEROCK MERGER SUB LIMITED, GREENROCK MERGER SUB CORP., and GREENROCK CORP TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction. 15 1.03 Knowledge 16 1.04  Equitable Adjustments 16 ARTICLE II THE MERGERS 17 2.01

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): December 30, 2023 (Exact name of

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): December 30, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

Sponsor Support Agreement, dated as of December 30, 2023, by and among ClimateRock, GreenRock and the Sponsor

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made as of December 30, 2023 by and among (i) CLIMATEROCK, a Cayman Islands exempted company (the “SPAC”), (ii) GREENROCK, a Cayman Islands exempted company (the “Company”), and (iii) U.N. SDG Support LLC (“Sponsor”). Any capitalized term used but not defined in this Agreement will have

Form of Voting and Support Agreement, dated as of December 30, 2023, by and among ClimateRock, GreenRock, and the GreenRock Shareholders party thereto

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made as of December 30, 2023 by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) GreenRock Corp, a Cayman Islands exempted company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this

Agreement and Plan of Merger, dated as of December 30, 2023, by and among ClimateRock, Holdings, the Merger Subs and GreenRock

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of December 30, 2023 by and among CLIMATEROCK, CLIMATEROCK HOLDINGS LIMITED, CLIMATEROCK MERGER SUB LIMITED, GREENROCK MERGER SUB CORP., and GREENROCK CORP TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction. 15 1.03 Knowledge 16 1.04  Equitable Adjustments 16 ARTICLE II THE MERGERS 17 2.01

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 30, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

Sponsor Support Agreement, dated as of December 30, 2023, by and among ClimateRock, GreenRock and the Sponsor

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made as of December 30, 2023 by and among (i) CLIMATEROCK, a Cayman Islands exempted company (the “SPAC”), (ii) GREENROCK, a Cayman Islands exempted company (the “Company”), and (iii) U.N. SDG Support LLC (“Sponsor”). Any capitalized term used but not defined in this Agreement will have

Form of Voting and Support Agreement, dated as of December 30, 2023, by and among the Company, GreenRock, and the GreenRock Shareholders party thereto (8)

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made as of December 30, 2023 by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) GreenRock Corp, a Cayman Islands exempted company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this

Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): November 30, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

ClimateRock Announces Termination of Business Combination Agreement

Exhibit 99.1 ClimateRock Announces Termination of Business Combination Agreement United Kingdom, Nov. 30, 2023 (GLOBE NEWSWIRE) - ClimateRock (NASDAQ: CLRC) (the “Company”) announced that it notified E.E.W. Eco Energy World PLC (“E.E.W.) that the Company has elected to terminate the Amended and Restated Business Combination Agreement among the Company, E.E.W. and the other parties thereto, dated a

Loan Agreement, dated as of November 1, 2023, by and between ClimateRock and Eternal. (10)

Exhibit 10.1 DATED 1 November 2023 LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ THIS AGREEMENT is dated and made on the 1st day of November 2023. BETWEEN: (1) ClimateRock (the “Borrower”), 5 Bedford Square, London, England, WC1B 3HH, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherlands. NOW IT IS HEREBY AGR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATERO

Amended and Restated Promissory Note issued to the sponsor, dated November 3, 2023. (10)

Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS

Agreement, dated as of November 1, 2023, by and between ClimateRock and Eternal BV.*

Exhibit 10.3 DATED 1 November 2023 AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ THIS AGREEMENT is dated and made on the 1st day of November 2023. BETWEEN: (1) ClimateRock (the “Borrower”), 5 Bedford Square, London, England, WC1B 3HH, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherlands. WHEREAS: It is noted that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATEROCK (E

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): August 3, 2023 (Exact name of reg

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): August 3, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

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): August 3, 2023 (Exact name of reg

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): August 3, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated Business Combination Agreement, dated as of August 3, 2023, by and among ClimateRock, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited and E.E.W. Eco Energy World Limited

Exhibit 2.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among CLIMATEROCK as Purchaser, CLIMATEROCK HOLDINGS LIMITED, as Pubco, CLIMATEROCK MERGER SUB LIMITED, as Merger Sub, E.E.W. ECO ENERGY WOR

Amended and Restated Business Combination Agreement, dated as of August 3, 2023, by and among ClimateRock, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited and E.E.W. Eco Energy World Limited. (1)

Exhibit 2.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among CLIMATEROCK as Purchaser, CLIMATEROCK HOLDINGS LIMITED, as Pubco, CLIMATEROCK MERGER SUB LIMITED, as Merger Sub, E.E.W. ECO ENERGY WOR

KYG2311X1007 / ClimateRock / Feis Lawrence Michael - SCHEDULE 13G Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Loan Agreement, dated as of April 12, 2023, by and between ClimateRock and Eternal BV.***

Exhibit 10.2 DATED 12 April 2023 LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ Long Form Loan Agreement - Unsecured 1 THIS AGREEMENT is dated and made on the 12th day of April 2023. BETWEEN: (1) ClimateRock (the “Borrower”), 50 Sloane Avenue, London, SW3 3DD, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATEROCK (

Promissory Note, dated as of May 2, 2023, by and between ClimateRock and U.N. SDG Support LLC.(1)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amendment to the Amended and Restated Memorandum and Articles of Association. (11)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CLIMATEROCK ClimateRock (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, does hereby certify as follows: 1. Section 36.2 of the Amended and Restated Memorandum and Articles of Association of the Company is amended and restated to read in its entirety as follows: “36.2

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): April 27, 2023 (Exact name of reg

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): April 27, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

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): April 12, 2023 (Exact name of reg

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): April 12, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

KYG2311X1007 / ClimateRock / U.N. SDG Support LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* CLIMATEROCK (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2311X 100 (CUSIP Number) March 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Regulation FD Disclosure, Unregistered Sales of Equity Securities

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): March 31, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41363 CLIMATEROCK (E

Loan Agreement, dated as of January 29, 2023, by and between the Company and Eternal.*

Exhibit 10.25 DATED 29 January 2023 LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ 1 THIS AGREEMENT is dated and made on the 29th day of January 2023. BETWEEN: (1) ClimateRock (the “Borrower”), 50 Sloane Avenue, London, SW3 3DD, The United Kingdon and (2) Eternal BV (the “Lender”), Mariëndaal 8, 6861 WN Oosterbeek, The Netherlands. NOW IT IS HEREBY AGREED as

Description of Registered Securities.*

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, ClimateRock (“we,” “our,” “us” or the “Company”) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Cl

KYG2311X1007 / ClimateRock / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ClimateRock (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

KYG2311X1007 / ClimateRock / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 clrc21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CLIMATEROCK (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G2311X100 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the ap

KYG2311X1007 / ClimateRock / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ClimateRock (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

KYG2311X1007 / ClimateRock / U.N. SDG Support LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CLIMATEROCK (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2311X 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

KYG2311X1007 / ClimateRock / Hudson Bay Capital Management LP - CLRC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ClimateRock (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

KYG2311X1007 / ClimateRock / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

SC 13G 1 clrc20123.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ClimateRock (Name of Issuer) Class A Ordinary Share (Title of Class of Securities) G2311X100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 29, 2023 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number

Third Amendment to the Engagement Letter, dated October 4, 2022, by and between the Company and Maxim. (7)

Exhibit 10.7 AMENDMENT NO. 3 TO LETTER AGREEMENT This Third Amendment (the “Amendment”) to the letter agreement dated August 17, 2022 (the “Letter Agreement”), is made and entered into as of the 4th day of October 2022 by and between ClimateRock (the “Company”) and Maxim Group LLC (“Maxim”). The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): December 20, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

First Amendment to the Engagement Letter, dated September 20, 2022, by and between the Company and Maxim Group LLC. (7)

EX-10.5 3 f10q0922a1ex10-5climaterock.htm FIRST AMENDMENT TO THE ENGAGEMENT LETTER, DATED SEPTEMBER 20, 2022, BY AND BETWEEN CLIMATEROCK AND MAXIM GROUP LLC Exhibit 10.5 AMENDMENT NO. 1 TO LETTER AGREEMENT This First Amendment (the “Amendment”) to the letter agreement dated August 17, 2022 (the “Letter Agreement”) is made and entered into as of the 20th day of September 2022 by and between Climate

Engagement Letter, dated as of August 17, 2022, by and between the Company and Maxim, as amended. (7)

Exhibit 10.4 August 17, 2022 Per Regnarsson Chief Executive Officer 50 Sloane Avenue, London, SW3 3DD, United Kingdom RE: Advisory Services Dear Mr. Regnarsson: 1. Relationship. A. ClimateRock, collectively with its subsidiaries (the “Company”) engages Maxim Group LLC (“Maxim” and together with the Company, the “Parties”) as its advisor with respect to providing services in connection with one or

Second Amendment to the Engagement Letter, dated October 3, 2022, by and between the Company and Maxim. (7)

EX-10.6 4 f10q0922a1ex10-6climaterock.htm SECOND AMENDMENT TO THE ENGAGEMENT LETTER, DATED OCTOBER 3, 2022, BY AND BETWEEN CLIMATEROCK AND MAXIM GROUP LLC Exhibit 10.6 AMENDMENT NO. 2 TO LETTER AGREEMENT This Second Amendment (the “Amendment”) to the letter agreement dated August 17, 2022, and as amended as of September 20, 2022 (the “Letter Agreement”) is made and entered into as of the 3rd day o

Advisory Services Letter Agreement, dated as of July 11, 2022, by and between the Company, ALANTRA Corporate Finance, S.A.U. and our sponsor, as amended. (7)

EX-10.8 6 f10q0922a1ex10-8climaterock.htm ADVISORY SERVICES AGREEMENT, DATED AS OF JULY 11, 2022, BY AND BETWEEN CLIMATEROCK ALANTRA CORPORATE FINANCE, S.A.U. AND U.N. SDG SUPPORT HOLDINGS LLC, AS AMENDED Exhibit 10.8 PRIVATE AND CONFIDENTIAL To the attention of: Mr. Per Regnarsson Mr. Abhishek Bawa ClimateRock 50 Sloane Avenue, London, SW3 3DD United Kingdom London, 11 July 2022 Dear Per and Abhi

Amendment to the Advisory Services Letter Agreement, dated as of July 11, 2022, by and between the Company, ALANTRA Corporate Finance, S.A.U. and our sponsor, as amended. (7)

Exhibit 10.9 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment (the "Amendment") to the letter agreement dated July 11, 2022 (the "Letter Agreement"), is made and entered into as of the 3rd day of October 2022 by and between ClimateRock (the "Company"), Alantra Corporate Finance, S.A.U. ("ALANTRA") and U.N. SDG Support Holdings LLC, a Delaware limited liability company with registered office at 2

E.E.W. Eco Energy World PLC and ClimateRock Announce New Investor Presentation

Exhibit 99.1 E.E.W. Eco Energy World PLC and ClimateRock Announce New Investor Presentation New York, London, December 12, 2022 - E.E.W. Eco Energy World PLC (?EEW?), an independent global developer of utility scale solar photovoltaic projects from greenfield to ready-to build, and ClimateRock (Nasdaq: CLRC), a special purpose acquisition company, today announced that a new investor presentation i

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 12, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

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): December 12, 2022 (Exact name of

425 1 ea169881-8k425climate.htm 8-K 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): December 12, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of i

Filed by ClimateRock Holdings Limited

425 1 ea169956-425climaterock.htm FORM 425 Filed by ClimateRock Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: ClimateRock (Commission File No. 001-41363)

An independent global pure - play renewable energy developer December 2022 Investor Presentation 2 Please read the information below thoroughly before continuing to the rest of the presentation This presentation (together with oral statements made in

Exhibit 99.2 An independent global pure - play renewable energy developer December 2022 Investor Presentation 2 Please read the information below thoroughly before continuing to the rest of the presentation This presentation (together with oral statements made in connection herewith, this ?Presentation?) is being delivered to you by E . E . W . Eco Energy World PLC (?EEW?) and ClimateRock to assis

An independent global pure - play renewable energy developer December 2022 Investor Presentation 2 Please read the information below thoroughly before continuing to the rest of the presentation This presentation (together with oral statements made in

Exhibit 99.2 An independent global pure - play renewable energy developer December 2022 Investor Presentation 2 Please read the information below thoroughly before continuing to the rest of the presentation This presentation (together with oral statements made in connection herewith, this ?Presentation?) is being delivered to you by E . E . W . Eco Energy World PLC (?EEW?) and ClimateRock to assis

E.E.W. Eco Energy World PLC and ClimateRock Announce New Investor Presentation

EX-99.1 2 ea169881ex99-1climaterock.htm PRESS RELEASE, DATED DECEMBER 12, 2022 Exhibit 99.1 E.E.W. Eco Energy World PLC and ClimateRock Announce New Investor Presentation New York, London, December 12, 2022 - E.E.W. Eco Energy World PLC (“EEW”), an independent global developer of utility scale solar photovoltaic projects from greenfield to ready-to build, and ClimateRock (Nasdaq: CLRC), a special

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 12, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

Letter Agreement, dated as of September 21, 2022, by and between the Company and Gluon Partners. (6)

EX-10.1 3 f10q0922ex10-1climaterock.htm LETTER AGREEMENT, DATED AS OF SEPTEMBER 21, 2022, BY AND BETWEEN CLIMATEROCK AND GLUON PARTNERS LLP Exhibit 10.1 PRIVATE AND CONFIDENTIAL To the attention of: Mr. Charles Ratelband ClimateRock 50 Sloane Avenue, London. SW3 3DD London, 21 September 2022 Dear Charles, Pursuant to our prior conversations , we are pleased to now formally confirm the arrangements

Business Combination Agreement, dated as of October 6, 2022, by and among ClimateRock, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited and E.E.W. Eco Energy World PLC. (1)

Exhibit 2.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. BUSINESS COMBINATION AGREEMENT by and among CLIMATEROCK as Purchaser, CLIMATEROCK HOLDINGS LIMITED, as Pubco, CLIMATEROCK MERGER SUB LIMITED, as Merger Sub, and E.E.W. ECO ENERGY WORLD PLC, as the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATERO

Loan Agreement, dated as of September 21, 2022, by and between the Company and Eternal. (6)

Exhibit 10.2 AMENDMENT NO. 1 TO LETTER AGREEMENT This First Amendment (the ?Amendment?) to the letter agreement dated September 21, 2022 (the ?Letter Agreement?) is made and entered into as of the 5th day of October 2022 by and between ClimateRock (the ?Company?) and Gluon Partners LLP (?Gluon?). The Company and Gluon are herein collectively referred to as the ?Parties? with each individually bein

First Amendment to the Letter Agreement, dated October 5, 2022, by and between the Company and Gluon Partners. (6)

EX-10.3 5 f10q0922ex10-3climaterock.htm FIRST AMENDMENT TO THE LETTER AGREEMENT, DATED OCTOBER 5, 2022, BY AND BETWEEN CLIMATEROCK AND GLUON PARTNERS LLP Exhibit 10.3 DATED 21 September 2022 LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ THIS AGREEMENT is dated and made on the 21th day of September 2022. BETWEEN: (1) ClimateRock (the “Borrower”), 50 Sloane Av

Form of New Registration Rights Agreement

EX-10.4 6 ea166933ex10-4climate.htm FORM OF NEW REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among ClimateRock Holdings Limited, a Cayman Islands exempted company (the “Company”), the parties listed on Schedule A hereto each such party, together with any pe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 6, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Holder Support Agreement, dated October 6, 2022 between and among the Company, EEW and our sponsor. (5)+

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. HOLDER SUPPORT AGREEMENT This Holder Support Agreement (this ?Agreement?) is made as of October 6, 2022 by and among (i) CLIMATEROCK, a Cayman Islands exempted company (the ?Purchaser?), (ii) E.E.W.

Shareholder Commitment for Svante Kumlin

Exhibit 10.3 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. Shareholder Commitment To: The Directors of ClimateRock Holdings Limited Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands 6 October 2022 Proposed acquis

Shareholder Commitment for Annette Kumlin, dated October 6, 2022. (5)+

Exhibit 10.2 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. Shareholder Commitment To: The Directors of ClimateRock Holdings Limited Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands 6 October 2022 Proposed acquis

Holder Support Agreement dated October 6, 2022 between and among ClimateRock, E.E.W. Eco Energy World PLC and U.N. SDG Support, LLC

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. HOLDER SUPPORT AGREEMENT This Holder Support Agreement (this ?Agreement?) is made as of October 6, 2022 by and among (i) CLIMATEROCK, a Cayman Islands exempted company (the ?Purchaser?), (ii) E.E.W.

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): October 6, 2022 (Exact name of re

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): October 6, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Shareholder Commitment for Svante Kumlin, dated October 6, 2022. (5)+

Exhibit 10.3 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. Shareholder Commitment To: The Directors of ClimateRock Holdings Limited Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands 6 October 2022 Proposed acquis

Form of New Registration Rights Agreement (5)

Exhibit 10.4 Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], is made and entered into by and among ClimateRock Holdings Limited, a Cayman Islands exempted company (the ?Company?), the parties listed on Schedule A hereto each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Sec

Business Combination Agreement, dated as of October 6, 2022, by and among ClimateRock, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited and E.E.W. Eco Energy World PLC

Exhibit 2.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. BUSINESS COMBINATION AGREEMENT by and among CLIMATEROCK as Purchaser, CLIMATEROCK HOLDINGS LIMITED, as Pubco, CLIMATEROCK MERGER SUB LIMITED, as Merger Sub, and E.E.W. ECO ENERGY WORLD PLC, as the Co

Business Combination Agreement, dated as of October 6, 2022, by and among the Company, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited and E.E.W. Eco Energy World Limited (5) +***

Exhibit 2.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. BUSINESS COMBINATION AGREEMENT by and among CLIMATEROCK as Purchaser, CLIMATEROCK HOLDINGS LIMITED, as Pubco, CLIMATEROCK MERGER SUB LIMITED, as Merger Sub, and E.E.W. ECO ENERGY WORLD PLC, as the Co

Shareholder Commitment for Annette Kumlin

Exhibit 10.2 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) private or confidential. [***] indicates that information has been redacted. Shareholder Commitment To: The Directors of ClimateRock Holdings Limited Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands 6 October 2022 Proposed acquis

Entry into a Material Definitive Agreement

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): October 5, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

ClimateRock and E.E.W. Eco Energy World PLC, Announce Definitive Business Combination Agreement ~ Transaction values E.E.W. Eco Energy World PLC (“EEW”) at an equity value of $650 million ~ ~ EEW is an independent global developer of solar photovolta

Exhibit 99.1 ClimateRock and E.E.W. Eco Energy World PLC, Announce Definitive Business Combination Agreement ~ Transaction values E.E.W. Eco Energy World PLC (?EEW?) at an equity value of $650 million ~ ~ EEW is an independent global developer of solar photovoltaic power projects, operating for nearly 15 years, having sold 21 ready-to-build stage, utility-scale projects and developed projects with

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 6, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

EEW Eco Energy World PLC Announces Proposed NASDAQ Listing at a $650 Million Equity Value Independent Global Developer of Solar Power Projects to list via SPAC Combination

Filed by ClimateRock Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: ClimateRock (Commission File No.

ClimateRock and E.E.W. Eco Energy World PLC, Announce Definitive Business Combination Agreement ~ Transaction values E.E.W. Eco Energy World PLC (“EEW”) at an equity value of $650 million ~ ~ EEW is an independent global developer of solar photovolta

Exhibit 99.1 ClimateRock and E.E.W. Eco Energy World PLC, Announce Definitive Business Combination Agreement ~ Transaction values E.E.W. Eco Energy World PLC (?EEW?) at an equity value of $650 million ~ ~ EEW is an independent global developer of solar photovoltaic power projects, operating for nearly 15 years, having sold 21 ready-to-build stage, utility-scale projects and developed projects with

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): October 6, 2022 (Exact name of re

425 1 ea166673-8k425climate.htm CURRENT REPORT 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): October 6, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdic

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 21, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATEROCK (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41363 CLIMATEROCK (Exa

Financial Statements and Exhibits, Other Events

8-K 1 ea160898-8kclimaterock.htm CURRENT REPORT 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): May 31, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdicti

ClimateRock Announces the Separate Trading of its Class A Ordinary Shares, Rights, and Warrants Commencing June 2, 2022

EX-99.1 2 ea160898ex99-1climaterock.htm PRESS RELEASE Exhibit 99.1 ClimateRock Announces the Separate Trading of its Class A Ordinary Shares, Rights, and Warrants Commencing June 2, 2022 United Kingdom, May 31, 2022 - ClimateRock (NASDAQ: CLRCU) (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chairman, Charles Ratelband V and CEO,

Financial Statements and Exhibits, Other Events

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): May 2, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001- 41363 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I

CLIMATEROCK INDEX TO THE FINANCIAL STATEMENT

Exhibit 99.1 CLIMATEROCK INDEX TO THE FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to the Financial Statement 4 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of ClimateRock Opinion on the Financial Statements We have audited the accompanying balance sheet of ClimateRock (the ?Company?

Rights Agreement, dated April 27, 2022, by and between the Company and Continental, as rights agent. (4)

Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of April 27, 2022 between ClimateRock, a Cayman Islands exempted company, with offices at 50 Sloane Avenue, London, SW3 3DD, United Kingdom (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (?Rights Agent?). W

Amended and Restated Memorandum and Articles of Association. (4)

EX-3.1 3 ea159305ex3-1climaterock.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 Companies Act (Revised) Company Limited by Shares AMENDED & RESTATED MEMORANDUM OF ASSOCIATION OF CLIMATEROCK (Adopted by special resolution passed on 27 April 2022) www.verify.gov.ky File#: 384431 Filed: 28-Apr-2022 09:17 EST Auth Code: A47518823209 Companies Act (Revised) Company Limited

Registration Rights Agreement, dated April 27, 2022, by and among the Company and certain security holders. (4)

EX-10.3 8 ea159305ex10-3climaterock.htm REGISTRATION RIGHTS AGREEMENT, DATED APRIL 27, 2022, BY AND AMONG THE COMPANY AND CERTAIN SECURITY HOLDERS Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2022, is made and entered into by and among ClimateRock, a Cayman Islands exempted company (the “Company”), U.N. SDG Support LLC, a D

Administrative Support Agreement, dated April 27, 2022, by and between the Company and our sponsor. (4)

Exhibit 10.5 ClimateRock 50 Sloane Avenue London, SW3 3DD, United Kingdom April 27, 2022 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of ClimateRock (the ?Company?) and continuing until the earlier o

ClimateRock Announces Closing of $75.0 Million Initial Public Offering

EX-99.2 12 ea159305ex99-2climaterock.htm PRESS RELEASE, DATED MAY 2, 2022 Exhibit 99.2 ClimateRock Announces Closing of $75.0 Million Initial Public Offering United Kingdom, May 02, 2022 (GLOBE NEWSWIRE) - ClimateRock (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chairman, Charles Ratelband V and CEO, Per Regnarsson, announced t

Investment Management Trust Agreement, dated April 27, 2022, by and between the Company and Continental, as trustee. (4)

EX-10.2 7 ea159305ex10-2climaterock.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED APRIL 27, 2022, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 27, 2022, by and between ClimateRock, a Cayman Islands exempted compan

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): April 27, 2022 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 001-41363 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Letter Agreement, dated April 27, 2022, by and among the Company, its officers and directors, and our sponsor. (4)

Exhibit 10.1 April 27, 2022 ClimateRock 50 Sloane Avenue London, SW3 3DD, United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among ClimateRock, a Cayman Islands exempted company (the ?Company?), and Maxim Group LLC, as repres

Sponsor Warrant Purchase Agreement, dated April 27, 2022, by and between the Company and our sponsor. (4)

EX-10.4 9 ea159305ex10-4climaterock.htm SPONSOR WARRANT PURCHASE AGREEMENT, DATED APRIL 27, 2022, BY AND BETWEEN THE COMPANY AND THE SPONSOR. Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of April 27, 2022, is entered into

Warrant Agreement, dated April 27, 2022, by and between the Company and Continental, as warrant agent. (4)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of April 27, 2022, is by and between ClimateRock, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Comp

Underwriting Agreement, dated April 27, 2022, by and between the Company and Maxim. (4)

EX-1.1 2 ea159305ex1-1climaterock.htm UNDERWRITING AGREEMENT, DATED APRIL 27, 2022, BY AND BETWEEN THE COMPANY AND MAXIM GROUP LLC Exhibit 1.1 7,500,000 Units ClimateRock UNDERWRITING AGREEMENT April 27, 2022 MAXIM GROUP LLC 300 Park Avenue 16th Floor New York, NY 10002 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, ClimateRock, a company in

ClimateRock Announces Pricing of $75.0 Million Initial Public Offering

Exhibit 99.1 ClimateRock Announces Pricing of $75.0 Million Initial Public Offering United Kingdom, April 27, 2022 (GLOBE NEWSWIRE) - ClimateRock (the ?Company?), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chairman, Charles Ratelband V and CEO, Per Regnarsson, announced today the pricing of its initial public offering of 7,500,000 units at an

$75,000,000 7,500,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-263542 $75,000,000 ClimateRock 7,500,000 Units ClimateRock is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact Name of Registrant as Specified in Its

8-A12B 1 ea158801-8a12bclimaterock.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ClimateRock (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organiz

April 25, 2022

April 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. David Gessert Re: ClimateRock (“Company”) Registration Statement on Form S-1 File No. 333-263542 Dear Mr. Gessert: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the

50 Sloane Avenue London, SW3 3DD, United Kingdom

ClimateRock 50 Sloane Avenue London, SW3 3DD, United Kingdom April 25, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on April 15, 2022.

S-1/A 1 ea158483-s1a2climaterock.htm AMENDMENT NO. 2 TO FORM S-1 As filed with the Securities and Exchange Commission on April 15, 2022. Registration No. 333-263542 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islan

Loan Agreement, dated October 1, 2021 by and between the Company and Eternal. (3)

EX-10.9 3 ea158483ex10-9climaterock.htm LOAN AGREEMENT DATED OCTOBER 1, 2021 BY AND BETWEEN THE REGISTRANT AND ETERNAL BV Exhibit 10.9 DATED 1 October 2021 LOAN AGREEMENT Between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ Long Form Loan Agreement - Unsecured 1 THIS AGREEMENT is dated and made on the 1 day of October 2021. BETWEEN: (1) ClimateRock (the “Borrower”), 50 Sloane Ave

Second Amendment to Loan Agreement, dated April 14, 2022,f by and between the Company and Eternal. (3)

EX-10.11 5 ea158483ex10-11climaterock.htm SECOND AMENDMENT TO LOAN AGREEMENT DATED APRIL 14, 2022 BY AND BETWEEN THE REGISTRANT AND ETERNAL BV Exhibit 10.11 DATED 14th April 2022 Amendment Agreement between (1) ClimateRock ‘The Borrower’ and (2) Eternal BV ‘The Lender’ CONTENTS CLAUSE 1. Definitions and interpretation 2 2. Conditions precedent 3 3. Amendments to the Original Facility Agreement 3 4

Amendment to Loan Agreement, dated March 31, 2022, by and between the Company and Eternal. (3)

EX-10.10 4 ea158483ex10-10climaterock.htm AMENDMENT TO LOAN AGREEMENT DATED MARCH 31, 2022 BY AND BETWEEN THE REGISTRANT AND ETERNAL BV Exhibit 10.10 ADDENDUM TO THE LOAN AGREEMENT To: Eternal BV, The Lender From: ClimateRock, The Borrower Date: 31 March 2022 This addendum to the Loan Agreement dated October 1, 2021 (hereinafter referred to as the “addendum”), is made as of March 31, 2022, by and

Form of Underwriting Agreement.*

Exhibit 1.1 75,000,000 Units ClimateRock UNDERWRITING AGREEMENT [?], 2022 MAXIM GROUP LLC 300 Park Avenue 16th Floor New York, NY 10002 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, ClimateRock, a company incorporated as a Cayman Islands exempted company (?Company?), hereby confirms its agreement with Maxim Group LLC (hereinafter referred t

Filing Fee Table*

EX-FILING FEES 14 fs12022a1ex-feeclimaterock.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ClimateRock (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security(1) Maximum Aggr

Form of Registration Rights Agreement.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2022, is made and entered into by and among ClimateRock, a Cayman Islands exempted company (the ?Company?), U.N. SDG Support LLC, a Delaware limited liability company (the ?Sponsor,? and together with any other parties listed on the signature pages hereto and any person or entity who h

Specimen Rights Certificate. (2)

EX-4.6 6 fs12022a1ex4-6climaterock.htm SPECIMEN RIGHTS CERTIFICATE Exhibit 4.6 NUMBER RIGHTS R CLIMATEROCK INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right” or “Rights,” respectively) to receive one-tenth of one Class A ordinary share, par value $0.0

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent” and also referred to herein as the “Transfer Agent”). WHEREAS, the Company i

Private Placement Warrants Purchase Agreement between the Registrant and U.N. SDG Support LLC*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [], 2022, is entered into by and between ClimateRock, a Cayman Islands exempted company (the ?Company?), and U.N. SDG Support LLC, a Delaware limited liability company (the

Form of Letter Agreement from each of the Registrant’s sponsor, initial shareholders, officers and directors.*

Exhibit 10.1 April [], 2022 ClimateRock 50 Sloane Avenue London, SW3 3DD, United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ClimateRock, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as repres

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2022, by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-263542 (the “R

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.5 5 fs12022a1ex4-5climaterock.htm FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [], 2022 between ClimateRock, a Cayman Islands exempted company, with offices at 50 Sloane Avenue, London, SW3 3DD, United Kingdom (the “Company”), and Continental Stock Transfer & T

As filed with the Securities and Exchange Commission on April 6, 2022.

As filed with the Securities and Exchange Commission on April 6, 2022. Registration No. 333-263542 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organ

Specimen Unit Certificate. (2)

EX-4.1 3 fs12022a1ex4-1climaterock.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CLIMATEROCK CUSIPG2311X126 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE AT A PRICE OF $11.50 PER SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit

Form of Underwriting Agreement.*

Exhibit 1.1 75,000,000 Units ClimateRock UNDERWRITING AGREEMENT [●], 2022 MAXIM GROUP LLC 300 Park Avenue 16th Floor New York, NY 10002 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, ClimateRock, a company incorporated as a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred t

Form of Amended and Restated Memorandum and Articles of Association.**

Exhibit 3.2 Companies Act (Revised) Company Limited by Shares AMENDED & RESTATED MEMORANDUM OF ASSOCIATION OF CLIMATEROCK (Adopted by special resolution passed on [INSERT DATE] 2022) Companies Act (Revised) Company Limited by Shares Amended & Restated Memorandum of Association of ClimateRock (Adopted by special resolution passed on [INSERT DATE] 2022) 1 The name of the Company is ClimateRock. 2 Th

Form of Registration Rights Agreement.**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2022, is made and entered into by and among ClimateRock, a Cayman Islands exempted company (the ?Company?), U.N. SDG Support LLC, a Delaware limited liability company (the ?Sponsor,? and together with any other parties listed on the signature pages hereto and any person or entity who h

Specimen Warrant Certificate. (1)

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CLIMATEROCK Incorporated Under the Laws of the Cayman Islands CUSIP G2311X 118 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder o

Subscription Agreement dated December 24, 2021 between the Registrant and U.N. SDG Support LLC**

Exhibit 10.5 ClimateRock Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman KY1-9009, Cayman Islands U.N. SDG Support LLC December 24, 2021 50 Sloane Avenue London, SW3 3DD, United Kingdom RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on December 24, 2021 by and between U.N. SDG Support LLC, a Delaware limited liability company

Form of Letter Agreement from each of the Registrant’s sponsor, initial shareholders, officers and directors.**

Exhibit 10.1 March [], 2022 ClimateRock 50 Sloane Avenue London, SW3 3DD, United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ClimateRock, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as repres

Compensation committee charter.**

Exhibit 99.2 CLIMATEROCK FORM OF COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of ClimateRock, a Cayman Islands exempted company (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive compensation, equity-bas

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-10.2 11 fs12022ex10-2climaterock.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2022, by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and Continental St

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2022, is by and between ClimateRock, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company i

Memorandum and Articles of Association.**

Exhibit 3.1 Assistant Registrar Dated 06 December 2021 Companies Act (Revised) Company Limited by Shares ClimateRock MEMORANDUM OF ASSOCIATION 1 Auth Code: A49925111871 www.verify.gov.ky Assistant Registrar Companies Act (Revised) Company Limited by Shares Memorandum of Association of ClimateRock 1 The name of the Company is ClimateRock. 2 The Company's registered office will be situated at the of

Consent of Caroline Harding**

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by ClimateRock of a Registration Statement on Form S-1 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directo

Form of Administrative Support Agreement between the Registrant and U.N. SDG Support LLC.**

EX-10.7 16 fs12022ex10-7climaterock.htm FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BETWEEN THE REGISTRANT AND U.N. SDG SUPPORT LLC Exhibit 10.7 ClimateRock 50 Sloane Avenue London, SW3 3DD, United Kingdom [●], 2022 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for

Filing Fee Table**

EX-FILING FEES 25 fs12022ex-feeclimaterock.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) ClimateRock (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security(1) Maximum Aggreg

Code of Ethics. (1)

Exhibit 14 CLIMATEROCK FORM OF CODE OF ETHICS Effective , 2022 I. INTRODUCTION The Board of Directors (the ?Board?) of ClimateRock has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the future) (each a ?person,? as used herein) of the Co

Promissory Note, dated December 24, 2021, by the Company to Charles Ratelband V. (1)

EX-10.3 12 fs12022ex10-3climaterock.htm PROMISSORY NOTE, DATED AS OF DECEMBER 24, 2021 BY THE REGISTRANT TO CHARLES RATELBAND V Exhibit 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESAL

Specimen Unit Certificate.**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CLIMATEROCK CUSIPG2311X126 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE REDEEMABLE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE AT A PRICE OF $11.50 PER SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per sh

Specimen Ordinary Shares Certificate. (1)

Exhibit 4.2 NUMBER CLIMATEROCK INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP G2311X 100 FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF CLIMATEROCK (THE "COMPANY") subject to the Amended and Restated Memorandum and Articles of Association of the Comp

As filed with the Securities and Exchange Commission on March 14, 2022.

As filed with the Securities and Exchange Commission on March 14, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ClimateRock (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standa

Nominating and Corporate Governance Committee Charter. (1)

Exhibit 99.3 CLIMATEROCK Nominating and Corporate Governance Committee Charter (the ?Charter?) The responsibilities and powers of this Nominating and Corporate Governance Committee (the ?Committee?) as delegated by the Board of Directors (the ?Board?) of ClimateRock, a Cayman Islands exempted company (the ?Company?), are set forth in this charter. Whenever the Committee takes an action, it shall e

Consent of Sean Kidney**

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by ClimateRock of a Registration Statement on Form S-1 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directo

Private Placement Warrants Purchase Agreement between the Registrant and U.N. SDG Support LLC**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [], 2022, is entered into by and between ClimateRock, a Cayman Islands exempted company (the ?Company?), and U.N. SDG Support LLC, a Delaware limited liability company (the

Form of Indemnity Agreement. (1)

EX-10.8 17 fs12022ex10-8climaterock.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, of

Audit committee charter.**

Exhibit 99.1 CLIMATEROCK FORM OF AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of ClimateRock, a Cayman Islands exempted company (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financial information provided

As submitted confidentially with the Securities and Exchange Commission on January 21, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confide

As submitted confidentially with the Securities and Exchange Commission on January 21, 2022.