ClimateRock 8-K, filed Oct 11, 2022
ClimateRock (CLRCF)
About this 8-K
ClimateRock filed this 8-K on October 11, 2022, reporting on events of October 5, 2022.
Items reported
- Item 1.01: Entered into a material agreement
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
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| upon the consummation of an initial business combination | The Stock Market LLC |
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Item 1.01. Entry into a Material Definitive Agreement.
First Amendment to the Gluon Engagement
As previously disclosed in the Current Report on Form 8-K of ClimateRock (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2022, the Company entered into an engagement letter (the “Letter Agreement”) with Gluon Partners LLP (“Gluon”) for certain consulting services. Unless otherwise defined herein, capitalized terms used herein are defined in the Letter Agreement.
On October 5, 2022, the Company and Gluon entered into that certain First Amendment to the Letter Agreement (“First Amendment”), pursuant to which, the Letter Agreement was amended to decrease the Transaction Success Fee from up to $1,000,000 to $250,000.
In addition, the Letter Agreement was amended to entitle Gluon, with respect to any financing undertaken by the Company introduced by Gluon during the term of the Letter Agreement, to the following fees: (i) for a financing involving an issuance of the Company’s senior, subordinated and/or mezzanine debt securities, a cash fee payable at any closing equal to two percent (2.0%) of the gross proceeds received by the Company at such closing; (ii) for a financing involving equity, equity-linked or convertible securities, a cash fee payable at each closing equal to five percent (5.0%) of the gross proceeds received by the Company at such closing.
Except as described above, all other provisions of the Letter Agreement remain in full force and effect.
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.
| Date: October 11, 2022 | ClimateRock | ||
| By: | /s/ Per Regnarsson | ||
| Name: | Per Regnarsson | ||
| Title: | Chief Executive Officer | ||