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 8.01. Other Events.
Additional Cash Contribution to Trust Account
On April 29, 2025, ClimateRock (“ClimateRock” or the “Company”) issued a press release (the “Press Release”) announced that U.N. SDG Support LLC (the “Sponsor”) or its designees have agreed to revise the contribution they had previously intended to make, if the proposal for 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”) is approved and implemented.
The Sponsor had previously agreed to contribute $7,500 (such amount, the “Monthly Amount”) for each calendar month (commencing on May 2, 2025 and ending on the 1st day of each subsequent month) until November 2, 2025 (each, an “Extension Period”), or portion thereof, that the Company needs to complete an initial business combination.
As revised, the Sponsor and its designees have now agreed to contribute an amount (the “Revised Monthly Amount”) equal to $0.04 per Class A ordinary shares that was sold in the Company’s initial public offering the (the “Public Share”) that is not redeemed, for each Extension Period (the “Contribution”). Accordingly, the redemption amount per share at the special meeting for the initial business combination or the Company’s liquidation will depend on how much time will be needed to complete an initial business combination, but not the number of Public Shares that remain outstanding after redemptions in connection with the special meeting. For example, if the Company takes until November 2, 2025, to complete its initial business combination, which would represent six calendar months, the Sponsor or its designees would make aggregate Contributions resulting in a redemption amount of approximately $12.34 per unredeemed share, in comparison to the current redemption amount of approximately $12.10 per share.
Each Contribution will be deposited in the Company’s trust account within seven days from the beginning of each Extension Period (or portion thereof), and any Contribution is conditioned upon the implementation of the Extension. No Contribution will occur if the Extension is not approved or is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of its initial business combination. The Company will have the sole discretion whether to continue extending for additional calendar months until November 2, 2025. If the Company opts not to utilize any remaining portion of the Extension Period, then the Company will liquidate and dissolve promptly in accordance with its amended and restated memorandum and articles of association, as amended (the “Articles”), and its Sponsor’s obligation to make additional contributions will terminate. The Company will announce each Contribution, on a monthly basis, in a Current Report on Form 8-K, as each Contribution is deposited. All funds in the Company’s trust account, including those funds deposited in connection with the Contribution, will be held in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Company’s initial business combination or liquidation.
In connection with the above announcement of the Contribution to be made by the Sponsor or its designees if the
Extension is approved, the deadline for holders of the Company’s Class A ordinary shares issued in the Company’s initial public offering to submit their shares for redemption in connection with the Extension, is being extended to 10:00 a.m., Eastern time, on Wednesday, April 30, 2025.
Waiver of Dissolution Expenses from Trust Account Interest
In addition, the Company announced in the Press release that it has agreed to waive its right to withdraw up to $50,000 of interest accrued on the Company’s trust account to pay dissolution expenses, should the Company ultimately liquidate prior to an initial business combination (the “Dissolution Expense Waiver”). As a result, the Company will not withdraw up to $50,000 of interest, as permitted by its Articles, for such dissolution expenses upon liquidation. If the Extension is approved by shareholders and implemented by the Company, all interest then-accrued will be held in the trust account and will be released to public shareholders upon the earliest to occur of (i) the redemption of the Public Shares in connection with a vote seeking to amend the provisions of our Articles, (ii) the completion of the Company’s initial business combination and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete its initial business combination by November 2, 2025 or such earlier date as determined by the Company’s board of directors.
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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 Extension Proposal. 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.
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 29, 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 29, 2025 | ClimateRock | |
| By: | /s/ Per Regnarsson | |
| Name: | Per Regnarsson | |
| Title: | Chief Executive Officer | |
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