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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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| The Stock Market LLC | ||||
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| The Stock Market LLC |
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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Item 8.01. Other Events.
Adjournment of Extraordinary General Meeting of Shareholders
On April 30, 2025, ClimateRock (“ClimateRock” or the “Company”) issued a press release (the “Press Release”) announcing that the extraordinary general meeting of shareholders (the “Special Meeting”), which was held at 12:00 p.m. Eastern time on Wednesday, April 30, 2025, is being adjourned to 11:00 a.m. Eastern time on Thursday, May 1, 2025. At the Special Meeting, shareholders will be asked to consider and approve, among other things, an extension of consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from May 2, 2025 to November 2, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension”).
As a result of this change, the deadline for holders of the Company’s Class A ordinary shares issued in the Company’s initial public offering (the “Public Shares”) to submit their shares for redemption in connection with the Extension, is being extended to 9:00 a.m., Eastern time, on Thursday, May 1, 2025. Any shareholder who has previously tendered its shares for redemption and now decides that it does not wish to redeem its shares, may withdraw the tender any time until the Special Meeting and, thereafter, with the Company’s consent. Shareholders that have delivered their shares for redemption to the transfer agent and decide prior to the vote at the Special Meeting (now scheduled for 11:00 a.m. Eastern time on May 1, 2025) not to redeem their Public Shares, may request that the transfer agent return the shares (physically or electronically). Shareholders may make such request by contacting the transfer agent at:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
e-mail: spacredemptions@continentalstock.com
The Company plans to continue to solicit proxies from shareholders during the period prior to the Special Meeting. Only the holders of the Company’s ordinary shares as of the close of business on April 8, 2025, the record date for the Special Meeting, are entitled to vote at the Special Meeting.
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Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors” and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the proposals presented to the Company’s shareholders at the Special Meeting. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Company’s definitive proxy statement filed with the SEC on April 17, 2025 (as may be amended, the “Proxy Statement”), which may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall 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 shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension. Shareholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Advantage Proxy, Inc., P.O. Box 10904, Yakima, WA 98909, Attn: Karen Smith.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibit is filed herewith:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release, dated April 30, 2025 | |
| 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.
| Dated: April 30, 2025 | ClimateRock | |
| By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | |
| Title: | Chief Executive Officer | |
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