ClimateRock PRE 14A, filed Apr 4, 2025

ClimateRock (CLRCF)

PRE 14A 2025-04-04 For: 2025-04-04

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Added on October 20, 2026

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Filed by the Registrant	☒
Filed by a party other than the Registrant	☐

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

By Order of the Board of Directors of ClimateRock


Charles Ratelband V
Executive Chairman
[ ]

	Page
Questions and Answers	1
Cautionary Note Regarding Forward-Looking Statements	15
Risk Factors	16
Background	21
The Meeting	23
Proposal One: The Third Extension Amendment Proposal	30
Proposal Two: The Redemption Limitation Amendment Proposal	34
Proposal Three: The Adjournment Proposal	37
Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights	38
Security Ownership of Certain Beneficial Owners and Management	45
Future Shareholder Proposals	47
Householding Information	47
Where You Can Find More Information	47
Annex A — Proposed Amendment to the Amended and Restated Memorandum and Articles of Association of ClimateRock	A-1

	●	entering a new vote online or by telephone, if those voting options are available to you;

	●	sending a later-dated, signed proxy card to ClimateRock., c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11^thFloor, New York, New York 10105, so that it is received by the Company prior to the Meeting; or

	●	attending and voting during the Meeting.

	●	*Shareholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with our transfer agent, Continental, then you are a “Shareholder of Record*”.

	●	*Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the “Beneficial Owner” of shares held in “Street Name*” and these proxy materials are being forwarded to you by that organization.

	●	Online. You may vote by submitting a proxy for the Meeting. You may submit your proxy online at [ ], 24 hours a day, 7 days a week, until 11:59 p.m., Eastern time, on [ ] (have your proxy card in hand when you visit the website).

	●	By Mail. You may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the manner you indicate. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. Votes submitted by mail must be received prior to the start of the Meeting at [ ] Eastern Time, on [ ].

	●	At the Meeting. If you wish to vote at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

	●	By mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.

	●	our ability to complete the GreenRock Business Combination;

	●	the anticipated benefits of the GreenRock Business Combination;

	●	the volatility of the market price and liquidity of our securities;

	●	the use of funds not held in the Trust Account or available to us from interest income on the Trust Account balance; and

	●	the competitive environment in which our successor will operate following the GreenRock Business Combination.

	●	At the Meeting. You may vote at the Meeting.

	●	Online. You may vote by submitting a proxy for the Meeting. You may submit your proxy online at [ ], 24 hours a day, 7 days a week, until 11:59 p.m., Eastern time, on [ ] (have your proxy card in hand when you visit the website).
]
	●	By Mail. You may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the manner you indicate. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your Ordinary Shares, your Ordinary Shares will be voted as recommended by the Board. Votes submitted by mail must be received prior to the start of the Meeting at [ ] Eastern Time, on [ ].

	●	At the Meeting. If you wish to vote at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

	●	By Mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.

	●	By Telephone or Online. You may vote by proxy by submitting your proxy by telephone or online, if those options are available to you, in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in Street Name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary. If your bank or brokerage firm does not offer online or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

	●	certain U.S. expatriates;

	●	traders in securities that elect mark-to-market treatment;

	●	S corporations;

	●	U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar;

	●	financial institutions;

	●	mutual funds;

	●	qualified plans, such as 401(k) plans, individual retirement accounts, etc.;

	●	insurance companies;

	●	broker-dealers;

	●	regulated investment companies;

	●	real estate investment trusts;

	●	persons holding shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

	●	persons subject to the alternative minimum tax provisions of the Code;

	●	tax-exempt organizations;

	●	persons that actually or constructively own 5 percent or more of our shares; and

	●	Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).

	●	any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares or warrants (which would include the redemption, if such redemption is treated as a sale under the rules discussed under the heading of this section of this Proxy Statement entitled “— Tax Treatment of the Redemption — In General”); and
	●	any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed under the heading of this section of this Proxy Statement entitled “— Tax Treatment of the Redemption — In General”.

	●	the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

	●	the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

	●	the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

	●	fails to provide an accurate taxpayer identification number;

	●	is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or

	●	in certain circumstances, fails to comply with applicable certification requirements.

Name and Address of Beneficial Owner⁽¹⁾	Class A Ordinary Shares Number of Shares Beneficially Owned				Class B Ordinary Shares Number of Shares Beneficially Owned				Approximate Percentage of Total Issued and Outstanding Ordinary Shares
U.N. SDG Support LLC (our sponsor)⁽²⁾		1,968,749	43.25	%		1	100	%		43.25	%
Per Regnarsson		—	—	%		—	—	%		—	%
Charles Ratelband V⁽²⁾		1,968,749	43.25	%		1	100	%		43.25	%
Niels Brix		—	—	%		—	—	%		—	%
Dariusz Sliwinski		—	—	%		—	—	%		—	%
Sean Kidney		—	—	%		—	—	%		—	%
All directors and officers as a group (seven individuals)		1,968,749	43.25	%		1	100	%		43.25	%

Other 5% Stockholders
Mizuho Financial Group, Inc.⁽³⁾		408,381	8.97	%		—	—			8.97	%
Feis Parties⁽⁴⁾		325,651	7.75	%		—	—	%		7.75	%
Yakira Parties⁽⁵⁾		285,819	5.69	%		—	—	%		5.69	%
Shaolin Capital Management LLC⁽⁶⁾		268,822	5.91	%		—	—	%		5.91	%
Lighthouse Parties⁽⁷⁾		257,237	5.65	%		—	—	%		5.65	%
Meteora Parties⁽⁸⁾		245,069	5.38	%		—	—	%		5.38	%
Wolverine Parties⁽⁹⁾		241,561	5.31	%		—	—	%		5.31	%

(1) The Third Extension Amendment Proposal — “RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Redemption Limitation Amendment Proposal or the Company having net tangible assets of more than $5,000,001, the date by which the Company would be required to consummate a business combination be extended from May 2, 2025 to November 2, 2025 (or such earlier date as determined by the Company’s board of directors in its sole discretion) and the amendment to the amended and restated memorandum and articles of association of the Company, a copy of which is attached to the proxy statement as Annex A, be and is hereby adopted, in each case with effect from such date as the directors of the Company may determine.”	FOR ☐	AGAINST ☐	ABSTAIN ☐

(2) The Redemption Limitation Amendment Proposal — “RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Third Extension Amendment Proposal, the Company may redeem its public shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 and the amendment to the amended and restated memorandum and articles of association of the Company, a copy of which is attached to the proxy statement as Annex A, be and is hereby adopted, in each case with effect from such date as the directors of the Company may determine.”	FOR ☐	AGAINST ☐	ABSTAIN ☐
(3) The Adjournment Proposal — “RESOLVED, as an ordinary resolution, that the adjournment of the meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals be confirmed, adopted, approved and ratified in all respects.”	FOR ☐	AGAINST ☐	ABSTAIN ☐

	Date: _______________, 2025


	Signature


	Signature (if held jointly)

	When Ordinary Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

	A vote to abstain will have no effect on Proposal 1, Proposal 2 and Proposal 3, if presented. The Ordinary Shares represented by the Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR each of the Proposals. If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion.