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 | ||||
| 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).
Emerging growth company
If an emerging growth company, indicate by check mark
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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 April 19, 2024, ClimateRock, a Cayman Islands exempted company (the “Company”), received a notice from Ms. Caroline Harding, an independent director of the Company, of her decision to resign as a member of the Company’s board of directors (the “Board”) and all committees thereof, effective April 26, 2024. Ms. Harding has been an independent director of the Company for approximately 2 years since April 2022. The resignation of Ms. Harding is for personal reasons and does not result from any dispute with the Company.
On April 24, 2024, the Company received a notice from Mr. Randolph Sesson, Jr., an independent director of the Company, of his decision to resign as a member of the Board and all committees thereof, effective April 26, 2024. Mr. Sesson, Jr. has been an independent director of the Company for more than 2 years since the inception of the Company in December 2021. The resignation of Mr. Sesson, Jr. is for personal reasons and does not result from any dispute with the Company.
The Company has provided Ms. Harding and Mr. Sesson, Jr. with a copy of the disclosures under this Item 5.02 and has provided them with an opportunity to furnish a letter stating whether they agree with such statements and, if not, in which respects in which they do 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.
Copies of the resignation letters of Ms. Harding and Mr. Sesson, Jr. are attached hereto as Exhibit 17.1 and 17.2, respectively.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is filed with this Form 8-K: |
| Exhibit No. | Description | |
| 17.1 | Resignation Letter of Ms. Caroline Harding | |
| 17.2 | Resignation Letter of Mr. Randolph Sesson, Jr. |
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: April 25, 2024 | By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | ||
| Title: | Chief Executive Officer | ||
Exhibit 17.1
ClimateRock
Registered Office:
89 Nexus Way,
Camana Bay,
Grand Cayman,
Cayman Islands
KYI-9009
Email: caycorpadmin@ogier.com
For the attention of: The Directors
24th April 2024
Dear Directors
Resignation as a Director
As previously notified, I hereby resign as a director Of ClimateRock (“the Company”) with effect from the 26th April 2024. This resignation also includes my resignation as chair and member of the audit committee and resignation as a member of the nominating and corporate governance committee.
I have very much appreciated the opportunity to work with you all since our introduction in December 2021. I have always been dedicated to ensuring that I have sufficient capacity to properly fulfil my roles at the Company, which I have taken very seriously. My personal circumstances have changed, and hence going forwards I will not have the required time to dedicate to the role.
I wish you and the Company every success in the future.
| Yours faithfully | |
| /s/ Caroline Harding | |
| Caroline Harding |
Exhibit 17.2
| ClimateRock | April 25, 2024 |
Registered Office:
89 Nexus way
Camana Bay
Grand Cayman
Cayman Islands
KY1-9009
Email: caycorpadmin@ogier.com
For the attention of: The Directors
Resignation as Director
Dear Directors,
Per my email of April 24, 2024, I hereby resign as a director of ClimateRock (the “Company”) with effect from April 26, 2024. This resignation also includes my resignation as a member of the audit, nominating and governance committees.
It has been a great honour to work with you and the management of the Company over the past two years. As explained in my email of yesterday, my need to focus on my new merchant banking venture and to address personal matters with my children, leave me with less time to focus on my duties as a director of ClimateRock. I think it best therefore that I step down at this time as the Company looks to extend its operation into the next year and to consider very important matters regarding current and future acquisitions and their associated financing.
I wish you all the very best and look forward to working with all of you in some capacity in the future.
| Best regards, | |
| /s/ Randolph Sesson Jr. | |
| Randolph Sesson Jr. |