CLRCF 10-K

ClimateRock (CLRCF)

10-K 2025-06-25 For: 2024-12-31

View Original

Added on April 06, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, one-half of one Redeemable Warrant and one Right	CLRCU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	CLRC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	CLRCW	The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination	CLRCR	The Nasdaq Stock Market LLC

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

		PAGE
PART I		1
Item 1.	Business.	1
Item 1A.	Risk Factors.	27
Item 1B.	Unresolved Staff Comments.	31
Item 1C.	Cybersecurity.	31
Item 2.	Properties.	31
Item 3.	Legal Proceedings.	31
Item 4.	Mine Safety Disclosures.	31

PART II		32
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	32
Item 6.	[Reserved]	33
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	42
Item 8.	Financial Statements and Supplementary Data.	42
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	42
Item 9A.	Controls and Procedures.	42
Item 9B.	Other Information.	43
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	43

PART III		44
Item 10.	Directors, Executive Officers and Corporate Governance.	44
Item 11.	Executive Compensation.	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	51
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	53
Item 14.	Principal Accountant Fees and Services.	57

PART IV		58
Item 15.	Exhibit and Financial Statement Schedules.	58
Item 16.	Form 10-K Summary.	58

SIGNATURES		62

	●	our ability to complete our initial Business Combination, including the GreenRock Business Combination (as defined below);

	●	our expectations around the performance of the prospective target business or businesses, such as GreenRock (as defined below);

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination, as a result of which they would then receive expense reimbursements;

	●	the potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Sponsor (as defined below);

	●	our potential ability to obtain additional financing to complete our initial Business Combination;

	●	the ability of our Management Team (as defined below) to generate and execute on potential acquisition opportunities that will generate value for our shareholders;;

	●	our public securities’ potential liquidity and trading;

	●	the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

	●	the Trust Account not being subject to claims of third parties;

	●	the value of the Founder Shares following completion of our initial Business Combination likely being substantially higher than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than the Redemption Price (as defined below);

	●	the impact on the amount held in the Trust Account, our capitalization, principal shareholders and other impacts on our Company (as defined below) or Management Team should we seek to further extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;

	●	our financial performance; or

	●	the other risks and uncertainties discussed in “Item 1A. Risk Factors” below.

	●	“2022 Annual Report” are to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, as filed with the SEC on March 15, 2024;

	●	“2023 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 18, 2024;

	●	“2023 EGM” are to our extraordinary general meeting of shareholders held on April 27, 2023;

	●	“2023 Extension” are to the extension of the Combination Period from November 2, 2023 to May 2, 2024, which was approved by our shareholders at the 2023 EGM;

	●	“2023 Extension Note” are to the convertible promissory note in the aggregate principal amount of up to $900,000 that we issued to the Sponsor, which was deposited into the Trust Account in monthly installments in connection with the 2023 Extension;

	●	“2023 Redemptions” are to the 5,297,862 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.43 per Public Share in connection with the approval of the 2024 Extension;

	●	“2024 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on April 29, 2024;

	●	“2024 Extension” are to the extension of the Combination Period May 2, 2024 to May 2, 2025, which was approved by our shareholders at the 2024 EGM;

	●	“2024 Extension Note” are to the convertible promissory note in the aggregate principal amount of up to $600,000 that we issued to the Sponsor, which was deposited into the Trust Account in monthly installments in connection with the 2024 Extension;

	●	“2024 Redemptions” are to the 111,915 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.37 per Public Share in connection with the approval of the 2024 Extension;

	●	“2025 Proxy Statement” are to the Definitive Proxy Statement we filed with the SEC on April 17, 2025, as may be amended, for an upcoming extraordinary general meeting of our shareholders at which we will seek approval to, among other things, (i) further extend the Combination Period beyond May 2, 2025 and (ii) eliminate the Redemption Limitation (as defined below) from the Amended and Restated Articles (as defined below);

	●	“2025 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on April 30 and May 1, 2025;

	●	“2025 Extension” are to the extension of the Combination Period from May 2, 2025 to November 2, 2025, which was approved by our shareholders at the 2025 EGM;

	●	“2025 Extension Note” are to the promissory note in the aggregate principal amount of up to $107,623.44 that we issued to the Sponsor, which will be deposited into the Trust Account in monthly installments in connection with the 2025 Extension;

	●	“2025 Redemptions” are to the 2,016,792 Public Shares whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $12.23 per Public Share in connection with the approval of the 2025 Extension;

	●	“Administrative Services Agreement” are to the administrative services agreement, dated April 27, 2022 which we entered into with our Sponsor, as assigned to Gluon Group (as defined below);

	●	“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated, and currently in effect;

	●	“ASC” are to the FASB (as defined below) Accounting Standards Codification;

	●	“Audit Committee” are to the audit committee of our Board of Directors (as defined below);

	●	“Board of Directors,” or “Board” are to our board of directors;

	●	“Business Combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

	●	“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

	●	“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

	●	“Combination Period” are to the 36-month period from the closing of our Initial Public Offering (as defined below) to May 2, 2025 (or such earlier date as determined by the Board), unless further extended pursuant to the Amended and Restated Articles, that we have to consummate an initial Business Combination; provided that the Combination Period may be further extended pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules and as set forth in the 2025 Proxy Statement;

	●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as may be amended from time to time;

	●	“Company,” “our”, “we” or “us” are to ClimateRock, a Cayman Islands exempted company;

	●	“Company Merger Sub” are to GreenRock Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (as defined below);

	●	“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account, warrant agent of our Public Warrants (as defined below) and rights agent of our Rights (as defined below);

	●	“Deferred Fee” are to the additional fee of $2,362,500, to which the underwriters to the Initial Public Offering are entitled that is payable only upon our completion of the initial Business Combination;

	●	“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

	●	“Eternal” are to Eternal B.V., an affiliate of our Company;

	●	“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

	●	“Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;

	●	“Extension Redemptions” are to the 2023 Redemptions, the 2024 Redemptions and the 2025 Redemptions, together;

	●	“FASB” are to the Financial Accounting Standards Board;

	●	“Fifth Eternal Loan” are to the loan agreement entered into on April 12, 2023 with Eternal in the principal amount of up to $500,000, on an unsecured basis and bearing no interest;

	●	“FINRA” are to the Financial Industry Regulatory Authority;

	●	“First Eternal Loan” are to the non-interest bearing, unsecured loan by Eternal to our Company that was fully repaid on June 2, 2022;

	●	“Fourth Eternal Loan” are to the loan agreement entered into on January 29, 2023 with Eternal in the principal amount of up to $50,000, on an unsecured basis and bearing no interest;

	●	“Founder Share Conversion” are to the 1,968,749 Class A Ordinary Shares issued on March 31, 2023 to the Sponsor upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor as Founder Shares;

	●	“Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination and (ii) were issued in connection with the Founder Share Conversion upon the conversion of an equal number of shares of Class B Ordinary Shares, as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”;

	●	“Founder Share Conversion” are to the 1,968,749 Class A Ordinary Shares issued on March 31, 2023 to the Sponsor upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor as Founder Shares;

	●	“GAAP” are to the accounting principles generally accepted in the United States of America;

	●	“Gluon” are to Gluon Partners LLP;

	●	“Gluon Group” are to Gluon Group, an affiliate of our Company;

	●	“Gluon Letter Agreement” are to the letter agreement, dated September 21, 2022 and as amended on October 5, 2022, which we entered into with Gluon, pursuant to which we will pay Gluon a fee upon completion of one or more successful transactions;

	●	“Gluon Transaction Success Fee” are to the fee we will pay to Gluon upon completion of one or more successful Business Combinations pursuant to the Gluon Letter Agreement;

	●	“GreenRock” are to GreenRock Corp, a Cayman Islands exempted company;

	●	“GreenRock Business Combination” are to the proposed transactions contemplated by the GreenRock Business Combination Agreement (as defined below) and the ancillary documents, collectively;

	●	“GreenRock Business Combination Agreement” are to the Business Combination Agreement, dated as of December 30, 2023 and as amended on November 6, 2024, which we entered into with GreenRock, Pubco and the Merger Subs (as defined below)

	●	“GreenRock Registration Statement” are to the registration statement on Form F-4 filed by Pubco in connection with the GreenRock Business Combination, initially filed with the SEC on January 26, 2024, as amended;

	●	“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

	●	“Initial Public Offering” or “IPO” are to the Initial Public Offering that we consummated on May 2, 2022;
	●	“Investment Company Act” are to the Investment Company Act of 1940, as amended;

	●	“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on December 24, 2021;

	●	“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on March 14, 2022, as amended, and declared effective on April 27, 2022 (File No. 333- 263542);

	●	“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

	●	“Management” or our “Management Team” are to our executive officers and directors;

	●	“Maxim” are to Maxim Group LLC, the representative of the underwriters in our Initial Public Offering;

	●	“Merger Subs” are to Company Merger Sub and SPAC Merger Sub (as defined below), together;

	●	“Nasdaq” are to The Nasdaq Stock Market LLC;

	●	“Nasdaq Panel” are to the Hearings Panel of Nasdaq;

	●	“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;

	●	“Nasdaq Staff” are to the Listing Qualifications Department of Nasdaq;

	●	“Option Units” are to the 375,000 units of our Company that were purchased by the underwriters of the Initial Public Offering pursuant to the partial exercise of the Over-Allotment Option (as defined below);

	●	“Ordinary Resolution” are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

	●	“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

	●	“OTC” are to the OTC Markets Group Inc.;

	●	“PCAOB” are to the Public Company Accounting Oversight Board (United States);

	●	“Private Placement” are to the Private Placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement (as defined below);

	●	“Private Placement Warrants” are to the warrants issued to our Sponsor in the Private Placement;

	●	“Private Placement Warrants Purchase Agreement” are to the Private Placement Warrants Purchase Agreement, dated April 27, 2022, which we entered into with our Sponsor;

	●	“Pubco” are to ClimateRock Holdings Limited, a Cayman Islands exempted company and our wholly-owned subsidiary;

	●	“Pubco Ordinary Shares” are to the ordinary shares of Pubco, par value $0.0001 per share;

	●	“Public Holders Requirement” are to Nasdaq Listing Rule 5450(a)(2);

	●	“Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

	●	“Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;

	●	“Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

	●	“Redemption Limitation” are to the limitation in our Amended and Restated Articles that we may not redeem Public Shares to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of $5,000,001 or more;

	●	“Redemption Price” are to the pro rata redemption price in any redemption we expect to pay, which was approximately $11.92 per Public Share as of December 31, 2024 (before taxes payable, if any);

	●	“Registration Rights Agreement” are to the Registration Rights Agreement, dated April 27, 2022, which we entered into with the Sponsor and the other holders party thereto;

	●	“Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024;

	●	“Representative Shares” are to the Class A Ordinary Shares issued to Maxim and/or its designees upon the consummation of our Initial Public Offering;

	●	“Rights” are to the rights sold as part of the Units in our Initial Public Offering, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination;

	●	“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

	●	“SEC” are to the U.S. Securities and Exchange Commission;

	●	“Second Eternal Loan” are to the loan agreement entered into on September 21, 2022 with Eternal in the principal amount of up to $180,000, on an unsecured basis and bearing no interest;

	●	“Securities Act” are to the Securities Act of 1933, as amended;

	●	“Seventh Eternal Loan” are to the loan agreement entered into on August 5, 2024 with Eternal in the principal amount of up to $150,000,000, on an unsecured basis and bearing no interest;

	●	“Sixth Eternal Loan” are to the loan agreement the Company entered into on November 1, 2023 with Eternal in the principal amount of up to $335,000 on an unsecured basis and bearing no interest;

	●	“SPAC” are to a special purpose acquisition company;

	●	“SPAC Merger Sub” means ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco;

	●	“Special Committee” are to the special committee formed by our Board of Directors, consisting of disinterested directors to evaluate the GreenRock Business Combination

	●	“Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

	●	“Sponsor” are to U.N. SDG Support LLC, a Delaware limited liability company;

	●	“Third Eternal Loan” are to the loan agreement entered into on November 12, 2022 with Eternal in the principal amount of up to $300,000, on an unsecured basis and bearing no interest;

	●	“Trust Account” are to the U.S.-based trust account in which an amount of $79,931,250 from the net proceeds of the Initial Public Offering and the Private Placement was placed following the closing of the Initial Public Offering;

	●	“UHY” are to UHY LLP, our independent registered public accounting firm;

	●	“Underwriting Agreement” are to the Underwriting Agreement, dated April 27, 2022, which we entered into with Maxim, as representative of the several underwriters of the Initial Public Offering;

	●	“Units” are to the units sold in our Initial Public Offering, which consist of one Class A Ordinary Share, one-half of one Public Warrant and one Right;

	●	“Warrants” are to the Private Placement Warrants and the Public Warrants, together; and

	●	“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us.

	●	For the first $300,000,000 of aggregated value of the transaction, 0.85% of each transaction purchase price; and

Name	Age	Position
Per Regnarsson	58	Director and Chief Executive Officer
Charles Ratelband V	44	Director and Executive Chairman
Michael Geary	63	Interim Chief Financial Officer
Niels Brix	50	Independent Director
Sean Kidney	68	Independent Director
Dariusz Sliwinski	62	Independent Director

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	77.65	%		1	100	%		77.65	%
Per Regnarsson		—	—	%		—	—	%		—	%
Charles Ratelband V⁽²⁾		1,968,749	77.65	%		1	100	%		77.65	%
Michael Geary		—	—			—	—			—
Niels Brix		—	—	%		—	—	%		—	%
Dariusz Sliwinski		—	—	%		—	—	%		—	%
Sean Kidney		—	—	%		—	—	%		—	%
All directors and officers as a group (six individuals)		1,968,749	77.65	%		1	100	%		77.65	%

Other 5% Stockholders
Mizuho Financial Group, Inc.⁽³⁾		407,800	16.08	%		—	—			16.08	%
Feis Parties⁽⁴⁾		325,651	12.84	%		—	—	%		12.84	%
Yakira Parties⁽⁵⁾		285,819	11.27	%		—	—	%		11.27	%
Shaolin Capital Management LLC⁽⁶⁾		268,822	10.60	%		—	—	%		10.60	%
Lighthouse Parties⁽⁷⁾		257,237	10.15	%		—	—	%		10.15	%
Meteora Parties⁽⁸⁾		255,010	10.06	%		—	—	%		10.06	%
Wolverine Parties⁽⁹⁾		241,561	9.53	%		—	—	%		9.53	%

Audited Financial Statements of ClimateRock		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #1195)		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity		F-4
Consolidated Statements of Cash Flows		F-5
Notes to the Consolidated Financial Statements		F-6

	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	14,384		$	57,290
Prepaid expenses		—			412
Total current assets		14,384			57,702

Non-current assets
Cash and cash equivalents held in Trust Account		29,381,085			28,508,214
Total non-current assets		29,381,085			28,508,214

Total assets	$	29,395,469		$	28,565,916

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued liabilities	$	1,088,977		$	959,720
Administrative service fee payable - related party		304,941			184,941
Loan payable - related party		3,074,064			1,481,524
Convertible promissory notes payable - related party		1,300,000			600,000
Total current liabilities		5,767,982			3,226,185

Non-current liabilities
Loan payable - related party		—			50,000
Deferred underwriting commission payable		2,362,500			2,362,500
Total non-current liabilities		2,362,500			2,412,500

TOTAL LIABILITIES	$	8,130,482		$	5,638,685

COMMITMENTS AND CONTINGENCIES
Class A Ordinary Shares, $0.0001 par value, subject to possible redemption. 2,465,223 and 2,577,138 shares at redemption value of $11.92 and $11.06 per share, including dividend income in the Trust Account, at December 31, 2024 and December 31, 2023, respectively	$	29,381,085		$	28,508,214

SHAREHOLDERS’ DEFICIT
Class A Ordinary Shares, $0.0001 par value; 479,000,000 shares authorized; 2,086,874 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively (excluding 2,465,223 and 2,577,138 shares subject to possible redemption as of December 31, 2024 and December 31, 2023, respectively)	$	209		$	209
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 1 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		—			—
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Additional paid-in capital		—			—
Accumulated deficit		(8,116,307	)		(5,581,192	)
Total shareholders’ deficit	$	(8,116,098	)	$	(5,580,983	)

TOTAL LIABILITIES, COMMITMENTS AND CONTINGENCIES, AND SHAREHOLDERS’ DEFICIT	$	29,395,469		$	28,565,916

	For the year ended December 31, 2024			For the year ended December 31, 2023
Operating expenses
Formation and operating costs	$	1,715,282		$	1,528,302
Administrative service fees - related party		120,000			122,904
Net loss from operations		(1,835,282	)		(1,651,206	)

Other income
Interest income		167			190
Dividend income on Trust Account		1,445,114			2,134,446
Total other income		1,445,281			2,134,636

Net (loss) income for the year	$	(390,001	)	$	483,430

Basic and diluted weighted average shares outstanding
Redeemable Ordinary Shares, basic and diluted		2,501,611			4,260,842
Non-redeemable Ordinary Shares, basic and diluted		2,086,875			2,086,875

Net income per redeemable Ordinary Share, basic and diluted	$	0.30		$	0.29
Net loss per non-redeemable Ordinary Share, basic and diluted	$	(0.55	)	$	(0.35	)

	CLASS A ORDINARY				CLASS B ORDINARY						PREFERENCE SHARES				ADDITIONAL PAID-IN		ACCUMULATED			TOTAL SHAREHOLDERS’ EQUITY
	SHARES		AMOUNT		SHARES			AMOUNT			SHARES		AMOUNT		CAPITAL		DEFICIT			(DEFICIT)
Balances - January 1, 2023		118,125	$	12		1,968,750		$	197			—	$	—	$	—	$	(3,330,176	)	$	(3,329,967	)
Adjustment to increase Class A Ordinary Shares subject to possible redemption to maximum redemption value		—		—		—			—			—		—		—		(2,734,446	)		(2,734,446	)
Conversion of 1,968,749 Class B Ordinary Shares to Class A Ordinary Shares at par value of $0.0001 per share		1,968,749		197		(1,968,749	)		(197	)		—		—		—		—			—
Net income		—		—		—			—			—		—		—		483,430			483,430
Balances – December 31, 2023		2,086,874	$	209		1		$	—			—	$	—	$	—	$	(5,581,192	)	$	(5,580,983	)
Adjustment to increase Class A Ordinary Shares subject to possible redemption to maximum redemption value		—		—		—			—			—		—		—		(2,145,114	)		(2,145,114	)
Net loss		—		—		—			—			—		—		—		(390,001	)		(390,001	)
Balances – December 31, 2024		2,086,874	$	209		1		$	—			—	$	—	$	—	$	(8,116,307	)	$	(8,116,098	)

	For the year ended December 31, 2024			For the year ended December 31, 2023
Cash flows from operating activities
Net income (loss)	$	(390,001	)	$	483,430
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Dividend income received in Trust Account		(1,445,114	)		(2,134,446	)
Changes in operating assets and liabilities:					—
Accrued liabilities		129,257			24,299
Administrative service fee payable - related party		120,000			114,642
Prepaid expenses		412			106,130
Net cash used in operating activities	$	(1,585,446	)	$	(1,405,945	)

Cash flows from investing activities:
Proceeds from sales of marketable securities in Trust Account		1,272,243			55,265,334
Cash deposited in Trust Account for monthly extension fees		(700,000	)		(600,000	)
Net cash provided by investing activities	$	572,243		$	54,665,334

Cash flows from financing activities:
Proceed from related party loan		1,542,540			1,060,921
Proceed from convertible promissory notes - related party		700,000			600,000
Repayment of related party loans		—			(9,397	)
Payment for redemption of Ordinary Shares		(1,272,243	)		(55,265,334	)
Net cash provided by (used in) financing activities	$	970,297		$	(53,613,810	)

Net decrease in cash	$	(42,906	)	$	(354,421	)
Cash – beginning of the period		57,290			411,711
Cash – end of the period	$	14,384		$	57,290

Non-cash investing and financial activities:
Remeasurement adjustment on Public Shares subject to possible redemption	$	2,145,114		$	2,734,446

	Year ended December 31, 2024			Year ended December 31, 2023
Net income (loss)	$	(390,001	)	$	483,430
Less: Monthly extension fees		700,000			600,000
Less: Income on Trust Account to be allocated to redeemable shares		1,445,114			2,134,446
Net loss excluding income on Trust Account	$	(2,535,115	)	$	(2,251,016	)

	Year ended December 31, 2024
	Redeemable shares			Non-redeemable shares
Basic and diluted net income (loss) per share:
Numerators:
Allocation of net loss including accretion of temporary equity and excluding income on Trust Account	$	(1,382,127	)	$	(1,152,988	)
Income on Trust Account		1,445,114			—
Monthly extension fees		700,000			—
Accretion of temporary equity to redemption value		—			—
Allocation of net income (loss)	$	762,987		$	(1,152,988	)

Denominators:
Weighted-average shares outstanding		2,501,611			2,086,875
Basic and diluted net income (loss) per share	$	0.30		$	(0.55	)

	Year ended December 31, 2023
	Redeemable shares			Non-redeemable shares
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including accretion of temporary equity and excluding income on Trust Account	$	(1,510,972	)	$	(740,044	)
Income on Trust Account		2,134,446			—
Accretion of temporary equity to redemption value		600,000			—
Allocation of net income (loss)	$	1,223,474		$	(740,044	)

Denominators:
Weighted-average shares outstanding		4,260,842			2,086,875
Basic and diluted net income (loss) per share	$	0.29		$	(0.35	)

Description	Level	December 31, 2024		December 31, 2023
Assets:
Cash and cash equivalents held in Trust Account	1	$	29,381,085	$	28,508,214

	As of December 31, 2024			As of December 31, 2023
Gross proceeds	$	78,750,000		$	78,750,000
Less:
Proceeds allocated to Public Warrants and Rights		(6,898,500	)		(6,898,500	)
Offering costs of Public Shares		(4,647,702	)		(4,647,702	)
Redemption of Public Shares		(56,537,577	)		(55,265,334	)
Plus:
Accretion of carrying value to redemption value		17,414,864			15,969,750
Monthly extension fees		1,300,000			600,000
Ordinary Shares subject to possible redemption	$	29,381,085		$	28,508,214

Exhibit No.		Description
1		Underwriting Agreement, dated April 27, 2022, by and between the Company and Maxim. (4)
2.1		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) +***
2.2		Amended and Restated Business Combination Agreement, dated as of August 3, 2023, by and among the Company, ClimateRock Holdings Limited, ClimateRock Merger Sub Limited and E.E.W. Eco Energy World Limited. (9)
2.3		Agreement and Plan of Merger, dated as of December 30, 2023, by and among the Company, Pubco, SPAC Marger Sub, Company Merger Sub Corp., and GreenRock (8) +***
2.4		Amendment to Agreement and Plan of Merger, dated as of November 6, 2024, by and among the Company, Pubco, SPAC Marger Sub, Company Merger Sub Corp., and GreenRock. (18)
2.5		Amended and Restated Agreement and Plan of Merger, dated as of March 21, 2025, by and among the Company, Pubco, SPAC Marger Sub, Company Merger Sub Corp., and GreenRock. (19)
3.1		Amended and Restated Memorandum and Articles of Association. (4)
3.2		Amendment to the Amended and Restated Memorandum and Articles of Association. (11)
3.3		Amendment to the Amended and Restated Memorandum and Articles of Association. (15)
4.1		Specimen Unit Certificate. (2)
4.2		Specimen Ordinary Shares Certificate. (1)
4.3		Specimen Warrant Certificate. (1)
4.4		Specimen Rights Certificate. (2)
4.5		Warrant Agreement, dated April 27, 2022, by and between the Company and Continental, as warrant agent. (4)
4.6		Rights Agreement, dated April 27, 2022, by and between the Company and Continental, as rights agent. (4)
4.7		Description of Registered Securities. (13)
10.1		Promissory Note, dated December 24, 2021, by the Company to Charles Ratelband V. (1)
10.2		Subscription Agreement, dated December 24, 2021, between the Company and the Sponsor. (1)
10.3		Form of Indemnity Agreement. (1)
10.4		Loan Agreement, dated October 1, 2021 by and between the Company and Eternal. (3)
10.5		Amendment to Loan Agreement, dated March 31, 2022, by and between the Company and Eternal. (3)
10.6		Second Amendment to Loan Agreement, dated April 14, 2022, by and between the Company and Eternal. (3)
10.7		Letter Agreement, dated April 27, 2022, by and among the Company, its officers and directors, and our Sponsor. (4)
10.8		Investment Management Trust Agreement, dated April 27, 2022, by and between the Company and Continental, as trustee. (4)
10.9		Registration Rights Agreement, dated April 27, 2022, by and among the Company and certain security holders. (4)
10.10		Sponsor Warrant Purchase Agreement, dated April 27, 2022, by and between the Company and the Sponsor. (4)
10.11		Administrative Support Agreement, dated April 27, 2022, by and between the Company and the Sponsor. (4)
10.12		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)
10.13		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)
10.14		Engagement Letter, dated as of August 17, 2022, by and between the Company and Maxim, as amended. (7)
10.15		First Amendment to the Engagement Letter, dated September 20, 2022, by and between the Company and Maxim Group LLC. (7)
10.16		Second Amendment to the Engagement Letter, dated October 3, 2022, by and between the Company and Maxim. (7)
10.17		Third Amendment to the Engagement Letter, dated October 4, 2022, by and between the Company and Maxim. (7)
10.18		Loan Agreement, dated as of September 21, 2022, by and between the Company and Eternal. (6)
10.19		Letter Agreement, dated as of September 21, 2022, by and between the Company and Gluon Partners. (6)
10.20		First Amendment to the Letter Agreement, dated October 5, 2022, by and between the Company and Gluon Partners. (6)
10.21		Holder Support Agreement, dated October 6, 2022 between and among the Company, EEW and our Sponsor. (5)+

Exhibit No.		Description
10.22		Shareholder Commitment for Annette Kumlin, dated October 6, 2022. (5)+
10.23		Shareholder Commitment for Svante Kumlin, dated October 6, 2022. (5)+
10.24		Form of New Registration Rights Agreement. (5)
10.25		Loan Agreement, dated as of January 29, 2023, by and between the Company and Eternal. (13)
10.26		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)
10.27		Sponsor Support Agreement, dated as of December 30, 2023, by and among the Company, GreenRock and the Sponsor. (8)
10.28		Loan Agreement, dated as of November 1, 2023, by and between ClimateRock and Eternal. (10)
10.29		Amended and Restated Promissory Note issued to the Sponsor, dated November 3, 2023. (10)
10.30		Loan Agreement, dated as of November 1, 2023, by and between the Company and Eternal BV. (10)
10.31		Promissory Note, dated as of May 2, 2023, by and between the Company and the Sponsor. (11)
10.32		Loan Agreement, dated as of April 12, 2023, by and between the Company and Eternal. (12)
10.33		Promissory Note, dated as of April 30, 2024, by and between the Company and the Sponsor. (15)
10.34		Consulting Agreement, dated as of January 4, 2024, by and between the Company and MZHCI, LLC. (16)
10.35		Loan Agreement, dated August 5, 2024, by and between the Company and Eternal. (17)
10.36		Amendment to Loan Agreement, dated August 5, 2024, by and between the Company and Eternal. (17)
10.37		Amendment to Loan Agreement, dated August 6, 2024, by and between the Company and Eternal. (17)
10.38		Amendment to Loan Agreement, dated August 6, 2024, by and between the Company and Eternal. (17)
10.39		Amendment to Loan Agreement, dated August 6, 2024, by and between the Company and Eternal. (17)
10.40*		Promissory Note, dated June 20, 2025, by the Company to U.N. SDG Support LLC.
14		Code of Ethics. (1)
19		Insider Trading Policies and Procedures, adopted April 27, 2022. (14)
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97		Policy Related to Recovery of Erroneously Awarded Compensation, adopted October 2, 2023. (14)
99.1		Amended Audit Committee Charter. (14)
99.2		Amended a Compensation Committee Charter. (14)
99.3		Nominating and Corporate Governance Committee Charter. (1)
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

June 25, 2025	CLIMATEROCK

	By:	/s/ Per Regnarsson
	Name:	Per Regnarsson
	Title:	Chief Executive Officer (Principal Executive Officer)

Name	Position	Date

/s/ Per Regnarsson	Chief Executive Officer and Director	June 25, 2025
Per Regnarsson	(Principal Executive Officer)

/s/ Michael Geary	Chief Financial Officer	June 25, 2025
Michael Geary	(Principal Financial and Accounting Officer)

/s/ Charles Ratelband V	Director and Executive Chairman	June 25, 2025
Charles Ratelband V

/s/ Niels Brix	Independent Director	June 25, 2025
Niels Brix

/s/ Sean Kidney	Independent Director	June 25, 2025
Sean Kidney

/s/ Dariusz Sliwinski	Independent Director	June 25, 2025
Dariusz Sliwinski