CLRCF 8-K
ClimateRock (CLRCF)
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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 7, 2026, ClimateRock, a Cayman Islands exempted company (the “Company”), received notice from Mr. Niels Brix, an independent director of the Company, of his decision to resign as a member of the Company’s board of directors and all committees thereof, effective immediately. Mr. Brix had been an independent director of the Company since December 2021. The resignation of Mr. Brix was due to a lapse in the Company’s insurance coverage for its directors and officers (“D&O), as further described in Mr. Brix’s resignation letter attached hereto as Exhibit 17.1. The Company has restored its D&O insurance coverage effective as of July 7, 2026.
The Company has provided Mr. Brix with a copy of the disclosures under this Item 5.02 and has provided him with an opportunity to furnish a letter stating whether he agrees with such statements and, if not, in which respects in which he does not agree. To the extent the Company receives any such letter, it will file the letter as an exhibit by an amendment to this Current Report within two business days after receipt.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 17.1 | Resignation Letter of Niels Brix. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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 | |||
| Date: July 21, 2026 | By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 17.1
Dear ClimateRock board,
I am no longer in a position to stay on the board of ClimateRock as a non executive director, and would like to notify that I am hereby tendering my resignation from the board and as member of committees with immediate effect.
For me it is not acceptable that the company has had a recent lapse in its D&O insurance and that I was not informed about this. Despite granting reasonable opportunity to the management to remedy the situation including providing a cover for the lapsed period and providing proof of coverage with a new D&O insurance including specific policy terms, this has not yet taken place. I have consistently asked for more than a week for such remedy and followed up, and seen from my perspective I have given enough time to wait for such remedy, which has not been produced. Consequently I cannot continue to serve on the board nor in the boards committees. Please confirm that this note is recorded in the minutes of the meeting board of directors and properly filed as an exhibit to the form 8-K to inform the SEC.
Best regards,
Niels Brix