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:
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| 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).
Emerging growth company
If an emerging growth company, indicate by check
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Report is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 1, 2026, ClimateRock (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(a) a proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Articles”) to extend the date by which the Company has to consummate an initial Business Combination from May 2, 2026 to November 2, 2026 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “Extension Amendment Proposal” and such amendment to the Articles, the “Extension Amendment”); and
(b) a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, 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 the foregoing proposal (the “Adjournment Proposal”).
The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
| For | Against | Abstain | ||
| 2,086,876 | 0 | 0 |
Accordingly, the Extension Amendment Proposal was approved.
| 2. | Adjournment Proposal |
| For | Against | Abstain | ||
| 2,086,876 | 0 | 0 |
Shareholders holding 4,543 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $59.9 million (or approximately $13.19 per share) will be removed from the Trust Account to pay such holders (the “Meeting Redemptions”). Following the Meeting Redemptions, there will be 7,809 Public Shares issued and outstanding.
The Company filed the Articles Amendment with the Cayman Islands Registrar of Companies on May 1, 2026. A copy of the Articles Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | An Amendment to the Amended and Restated Memorandum and Articles of Association of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 | |||
| Date: May 7, 2026 | By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | ||
| Title: | Chief Executive Officer | ||
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Exhibit 3.1
AMENDMENT TO THE AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF CLIMATEROCK
ClimateRock (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, does hereby certify as follows:
RESOLVED, as a special resolution that:
Article 36.2 of the Amended and Restated Memorandum and Articles of Association of the Company is amended and restated to read in its entirety as follows:
“36.2 The Company has until November 2, 2026 (or such earlier date as determined by the board of directors, in its sole discretion) (such date being referred to as the Termination Date)) to consummate a Business Combination. In the event that the Company does not consummate a Business Combination on or before the Termination Date, such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible, but no more than ten (10) Business Days thereafter to redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”
The foregoing amendment to the Amended and Restated Memorandum and Articles of Association of the Corporation were duly adopted by special resolutions of the Company by the requisite vote of the shareholders entitled to vote thereon in accordance with the provisions of the laws of the Cayman Islands.