ClimateRock 8-K, filed Oct 20, 2026
ClimateRock (CLRCF)
About this 8-K
ClimateRock filed this 8-K on October 20, 2026, reporting on events of October 19, 2026.
ClimateRock amended its merger agreement with GreenRock, removing the TEP Renewables Limited acquisition condition and earnout escrow, and extending the Outside Date from May 2, 2025 to March 31, 2027. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into A Material Definitive Agreement.
As previously disclosed by ClimateRock, a Cayman Islands exempted company (“ClimateRock”), in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2025, ClimateRock entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with GreenRock Corp, a Cayman Islands exempted company (“GreenRock”), ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of ClimateRock (“Holdings”), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdings (“SPAC Merger Sub”), and GreenRock Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Holdings (“Company Merger Sub”) (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, the “Business Combination”).
On October 19, 2026, ClimateRock, GreenRock, Holdings, SPAC Merger Sub, and Company Merger Sub amended the Merger Agreement (the “Amendment to the Merger Agreement”), pursuant to which the Merger Agreement was amended to, among other things (i) remove the contemplated acquisition of TEP Renewables Limited as a closing condition, (ii) remove the earnout escrow, and (iii) extend the Outside Date under the Merger Agreement from May 2, 2025, to March 31, 2027.
The foregoing description of the Amendment to the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
In connection with the Merger Agreement and the proposed Business Combination, Holdings filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement/proxy statement on Form F-4 that also constitutes a prospectus of Holdings with respect to the ordinary shares of Holdings (“Holdings Ordinary Shares”) to be issued in the proposed Business Combination (as amended, the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be delivered to ClimateRock’s shareholders. ClimateRock may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CLIMATEROCK ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by ClimateRock and/or Holdings through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by ClimateRock will be available free of charge from ClimateRock’s website at https://www.climate-rock.com/or by contacting its Chief Executive Officer, Per Regnarsson, c/o ClimateRock, 25 Bedford Square, WC1B 3HH, London, United Kingdom, at +44 730 847 5096 or at info@climate-rock.com.
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Participants in the Solicitation
ClimateRock, Holdings and GreenRock and their respective directors and officers may be deemed to be participants in the solicitation of proxies from ClimateRock’s shareholders in connection with the Business Combination. Information about ClimateRock’s directors and executive officers and their ownership of ClimateRock’s securities is set forth in ClimateRock’s filings with the SEC, including ClimateRock’s final prospectus in connection with its initial public offering, which was filed with the SEC on April 29, 2022 and the proxy statement/prospectus. To the extent that such persons’ holdings of ClimateRock’s securities have changed since the amounts disclosed in ClimateRock’s final prospectus in connection with its initial public offering or the proxy statement/prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the names and interests in the Business Combination of ClimateRock’s and GreenRock’s respective directors and officers and other persons who may be deemed participants in the Business Combination may be obtained by reading the preliminary proxy statement/prospectus regarding the Business Combination and the definitive proxy statement/prospectus regarding the Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between GreenRock and ClimateRock and Holdings, including statements regarding the benefits of the Business Combination, the anticipated timing of the completion of the Business Combination, the services offered by GreenRock and the markets in which it operates, the expected total addressable market for the services offered by GreenRock, the sufficiency of the net proceeds of the proposed Business Combination to fund GreenRock’s operations and business plan and GreenRock’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all; (ii) the risk that the Business Combination may not be completed by ClimateRock’s business combination deadline and the potential failure to obtain a further extension of the business combination deadline if sought by ClimateRock; (iii) the failure to satisfy the ClimateRock’s public shareholders, and to receive certain governmental and regulatory approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (v) the effect of the announcement or pendency of the Business Combination on GreenRock’s business relationships, performance, and business generally; (vi) risks that the Business Combination disrupts current plans and operations of GreenRock as a result; (vii) the outcome of any legal proceedings that may be instituted against GreenRock, ClimateRock, Holdings or others related to the Merger Agreement or the Business Combination; (viii) the ability of Holdings to satisfy Nasdaq Stock Exchange listing standards at or following the consummation of the Business Combination; (ix) the ability to recognize the anticipated benefits of Business Combination, which may be affected by a variety of factors, including changes in the competitive and highly regulated industries in which GreenRock (and following the Business Combination, Holdings) operates, variations in performance across competitors and partners, changes in laws and regulations affecting GreenRock’s business and the ability of GreenRock and the post-combination company to retain its management and key employees; (x) the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination; (xi) the risk that GreenRock (and following the Business Combination, Holdings) will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xii) the risk that Holdings experiences difficulties in managing its growth and expanding operations; (xiii) the risk of cyber security or foreign exchange losses; (xiv) the effects of regional wars and conflicts on the business and results of operations of GreenRock (and following the Business Combination, Holdings) and the global economy generally; and (xv) the costs related to the Business Combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of ClimateRock’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and preliminary proxy statement/prospectus that has been filed by Holdings, and other documents filed by ClimateRock and Holdings from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and GreenRock and ClimateRock assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither GreenRock nor ClimateRock gives any assurance that either GreenRock or ClimateRock will achieve its expectations.
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No Offer or Solicitation
This Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this Form 8-K:
| Exhibit No. | Description | |
| 2.1* | Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of October 19, 2026, by and among ClimateRock, Holdings, SPAC Merger Sub, Company Merger Sub and GreenRock. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ClimateRock | |||
| By: | /s/ Per Regnarsson | ||
| Name: | Per Regnarsson | ||
| Title: | Chief Executive Officer | ||
Dated: October 20, 2026
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Exhibit 2.1
Execution Version
AMENDMENT TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This Amendment to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of October 19, 2026, 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, a Cayman Islands exempted company and a wholly owned subsidiary of Holdings (“SPAC Merger Sub”), (iv) GreenRock Merger Sub Corp, a Cayman Islands exempted company and a wholly owned subsidiary of Holdings (“Company Merger Sub”), and (v) GreenRock Corp, a Cayman Islands exempted company (the “Company”). SPAC, Holdings, SPAC Merger Sub, Company Merger Sub and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement (defined below).
RECITALS:
A. The Parties are parties to that certain Amended and Restated Agreement and Plan of Merger made and entered into as of March 21, 2025 (the “Original Agreement”).
B. The Parties desire to amend the Original Agreement (as amended from time to time, including by this Amendment, the “Merger Agreement”) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and the other provisions contained in this Amendment, and intending to be legally bound hereby, the Parties hereto agree as follows:
1. Amendments to the Original Agreement.
(a) Section 1.01 of the Original Agreement is hereby amended by deleting the following definitions:
“Company 2025 FY EBITDA Target”
“Company Adjusted EBITDA”
“Escrow Account”
“Escrow Agent”
“Escrow Agreement”
“Escrowed Share Consideration”
“Escrowed Share”
“Escrowed Shares”
“Escrow Share Release”
“Independent Expert”
“TEP”
“TEP Acquisition”
(b) Section 1.01 of the Original Agreement is hereby amended by deleting the definition of “Ancillary Agreement” and replacing it with the following:
“Ancillary Agreement” means (x) each agreement, instrument or document attached hereto as an Exhibit, including the Sponsor Support Agreement and the Company Support Agreement, and (y) the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement, including the Company Lock-Up Agreement, the SPAC Lock-Up Agreement, the Registration Rights Agreement and the Holdings Equity Plan.
(c) Section 1.01 of the Original Agreement is hereby amended by deleting the definition of “Company Merger Consideration” and replacing it with the following: “Company Merger Consideration” means the Closing Share Consideration.
(d) Section 1.01 of the Original Agreement is hereby amended by deleting the words “Section 7.12(b)” in each of the definitions of “Accretion Acquisition” and “Subsidiary Acquisitions” and replacing them with “Section 7.12”.
(e) Section 2.08(a) of the Original Agreement is hereby amended by deleting the words “(subject to Section 2.08(c))”, and Section 2.08(d) of the Original Agreement is hereby amended by deleting the words “and Section 2.08(c)”.
(f) Section 2.08(c) of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the words “RESERVED”
(g) Section 5.06 of the Original Agreement is hereby amended by deleting the words “May 2, 2025 “and replacing them with “May 2, 2027”.
(h) Section 7.12 of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
7.12 WindShare Acquisition.
The Parties acknowledge and agree that after the date hereof but prior to the Closing, pursuant to share purchase agreements that have been provided to SPAC, Accretion shall acquire all of the equity interests in the WindshareFund Entities (the “WindshareFund Acquisition”) and promptly after the WindshareFund Acquisition, but prior to the Closing, the Company shall acquire all of the equity interests in Accretion (the “Accretion Acquisition”, and together with the the WindshareFund Acquisition, the “Subsidiary Acquisitions”).
(i) Section 8.01(h) of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the words “RESERVED”.
(j) Section 9.01(b) of the Original Agreement is hereby amended by deleting the words “May 2, 2025 “and replacing them with “March 31, 2027”.
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2. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Merger Agreement in the Merger Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by this Amendment (or as the Merger Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this Amendment, together with the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Merger Agreement, and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall control, and the provision of the Original Agreement shall, to the extent of such difference or inconsistency, be disregarded. This Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Original Agreement, and, without limiting the foregoing, Sections 10.01 through 10.09 and Sections 10.11 through 10.16 of the Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Amendment as if all references to the “Agreement” contained therein were instead references to this Amendment.
{Remainder of page intentionally left blank; signature page follows}
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IN WITNESS WHEREOF, each Party hereto has caused this Amendment to be signed and delivered as of the date first written above.
| SPAC: | ||
| ClimateRock | ||
| By: | /s/ Charles Ratelband | |
| Name: | Charles Ratelband | |
| Title: | Director | |
| HOLDINGS: | ||
| CLIMATEROCK HOLDINGS LIMITED | ||
| By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | |
| Title: | Director | |
| SPAC MERGER SUB: | ||
| CLIMATEROCK MERGER SUB LIMITED | ||
| By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | |
| Title: | Director | |
| COMPANY MERGER SUB: | ||
| GREENROCK MERGER SUB CORP | ||
| By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | |
| Title: | Director | |
[Signature Page to Amendment to Amended and Restated Agreement and Plan of Merger]
IN WITNESS WHEREOF, each Party hereto has caused this Amendment to be signed and delivered as of the date first written above.
| COMPANY: | ||
| GreenRock Corp | ||
| By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | |
| Title: | Director | |
| By: | /s/ Charles Ratelband | |
| Name: | Charles Ratelband | |
| Title: | Director | |
[Signature Page to Amendment to Amended and Restated Agreement and Plan of Merger]