Description of Organization and Business Operations	12 Months Ended
Dec. 31, 2024
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ClimateRock (the “Company”) is a Cayman Islands exempted company incorporated as a blank check company on December 6, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company focuses on opportunities in climate change, environment, renewable energy and emerging, clean technologies. In order to affect a Business Combination, the Company owns subsidiary ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), and its subsidiary ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”). As of December 31, 2024, the Company had not yet commenced operations. All activity through December 31, 2024 relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for and consummating a Business Combination. The Company has selected December 31 as its fiscal year end. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2022, as amended (File No. 333-263542), was declared effective on April 27, 2022 (the “IPO Registration Statement”). On May 2, 2022, the Company consummated its initial public offering of 7,875,000 units (“Units”) at $10.00 per Unit, including 375,000 Units (“Option Units”) that were issued pursuant to the underwriters’ partial exercise of their over-allotment option (the “Over-Allotment Option”), generating gross proceeds of $78,750,000 (the “Initial Public Offering”). Each Unit consists of (i) one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”), (ii) one-half of one redeemable warrant of the Company (the “Public Warrants”) and (iii) one right of the Company (the “Rights”). Each Right entitles the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 3,762,500 warrants (“Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant to the Company’s sponsor, U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $3,762,500 (the “Private Placement”). Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share. Offering costs amounted to $5,093,930, consisting of $1,181,250 of underwriting fees, $2,362,500 of deferred underwriting commissions payable (which are held in the Trust Account (as defined below)), $946,169 of Representative Shares (as defined in Note 6), and $604,011 of other offering costs. As described in Note 6, the $2,362,500 of deferred underwriting commissions payable is contingent upon the consummation of a Business Combination, subject to the terms of the Underwriting Agreement (as defined in Note 6). Upon the closing of the Initial Public Offering and Private Placement, $79,931,250 of the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.  At December 31, 2024, the Company had $14,384 in cash held outside of the Trust Account. The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to Management for working capital purposes and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (approximately $11.92 per Public Share, as of December 31, 2024, before taxes payable, if any). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of the Initial Public Offering (as discussed in Note 6). Extensions of the Combination Period The Company initially had until 12 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, pursuant to the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”), if the Company anticipated that it would not be able to consummate the initial Business Combination within 12 months, it could extend the period of time to consummate a Business Combination by two additional 3-month periods (for a total of up to 18 months from the closing of the Initial Public Offering) without submitting proposed extensions to its shareholders for approval or offering its Public Shareholders redemption rights in connection therewith. Such extensions required the Sponsor, or its affiliates or designees, to have deposited certain amounts into the Trust Account on or prior to the date of the applicable deadline for each additional three-month period (the “Paid Extensions”). On April 27, 2023, the Company held an extraordinary meeting of its shareholders (the “2023 EGM”) and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the date by which it must consummate a Business Combination (the “Combination Period”) from November 2, 2023 to May 2, 2024 (or such earlier date as determined by the Company’s board of directors (the “Board”) in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up the Company’s operations on, or on an earlier date than May 2, 2024 (including prior to May 2, 2023) (collectively, the “2023 Extension”). In connection with the 2023 EGM, Public Shareholders holding 5,297,862 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account (the “2023 Redemptions”). As a result, $55,265,334 (approximately $10.43 per Public Share) was removed from the Trust Account to pay such Public Shareholders. The 2023 Redemptions occurred on May 2, 2023. On April 29, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of its shareholders (the “2024 EGM”) and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the Combination Period from May 2, 2024 to May 2, 2025 (or such earlier date as determined by the Board in its sole discretion) and (ii) to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on, or on an earlier date than May 2, 2025 (collectively, the “2024 Extension”). In connection with the 2024 EGM, Public Shareholders holding 111,915 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account (the “2024 Redemptions” and together with the 2023 Redemptions, the “Extension Redemptions”). As a result, approximately $1.27 million (approximately $11.37 per Public Share) was removed from the Trust Account to pay such Public Shareholders. The 2024 Redemptions occurred on April 29, 2024. Nasdaq Listing On April 10, 2024, the Company received a deficiency letter from the Listing Qualifications Department (the “Nasdaq Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its Public Shareholders were below the 400 Public Holders minimum requirement for continued inclusion on the Global Market tier of Nasdaq pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Public Holders Requirement”). The notifications received had no immediate effect on the Company’s Nasdaq listing. The continued listing rules of Nasdaq, as they exist as of the date of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to which the accompanying financial statements form a part (the “Report” and such rules, the “Nasdaq Rules”) provided the Company with 45 calendar days to submit a plan to regain compliance and a compliance period of up to 180 calendar days in which to evidence compliance. The Company submitted to Nasdaq a plan to regain compliance on May 28, 2024, and the Nasdaq Staff granted the Company an extension until October 7, 2024 to comply with the Public Holders Requirement. On October 8, 2024, the Company received a notice from the Nasdaq Staff that, since the Company had not regained compliance with the Public Holders Requirement, its securities would be subject to delisting from Nasdaq, unless the Company timely requested a hearing before the Hearing Panel of Nasdaq (the “Nasdaq Panel”) by October 15, 2024. On October 15, 2024, the Company submitted a request to appeal to the Nasdaq Panel and the hearing was held on December 10, 2024. For further information on the decision of Nasdaq Panel and consequences to the Company’s Nasdaq listing, see Note 9. Changes to the Board On April 19, 2024, 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 Board and all committees thereof, effective April 26, 2024. Ms. Harding had been an independent director of the Company for approximately two years since April 2022. The resignation of Ms. Harding was for personal reasons and did 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. had been an independent director of the Company for more than two years since the inception of the Company in December 2021. The resignation of Mr. Sesson, Jr. was for personal reasons and did not result from any dispute with the Company. On May 20, 2024, the Board appointed Dariusz Sliwinski as a director, with immediate effect. Mr. Sliwinski qualifies as an independent director and is appointed to serve as (i) the chair of the audit committee of the Board, (ii) a member of the compensation committee of the Board and (iii) a member of the nominating and corporate governance committee of the Board. Going Concern and Management’s Plan As of December 31, 2024, the Company has a cash balance of $14,384 and a working capital deficit of $5,753,598. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the accompanying audited consolidated financial statements. Prior to consummation of a Business Combination, the Company has the ability to secure additional funding from the Sponsor or other related parties. There is no assurance that the Company’s plans to consummate a Business Combination will be successful by November 2, 2025. The accompanying audited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2024

Description of Organization and Business Operations [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

ClimateRock (the “Company”) is a Cayman Islands exempted company incorporated as a blank check company on December 6, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company focuses on opportunities in climate change, environment, renewable energy and emerging, clean technologies.

In order to affect a Business Combination, the Company owns subsidiary ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), and its subsidiary ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”).

As of December 31, 2024, the Company had not yet commenced operations. All activity through December 31, 2024 relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for and consummating a Business Combination. The Company has selected December 31 as its fiscal year end.

The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2022, as amended (File No. 333-263542), was declared effective on April 27, 2022 (the “IPO Registration Statement”). On May 2, 2022, the Company consummated its initial public offering of 7,875,000 units (“Units”) at $10.00 per Unit, including 375,000 Units (“Option Units”) that were issued pursuant to the underwriters’ partial exercise of their over-allotment option (the “Over-Allotment Option”), generating gross proceeds of $78,750,000 (the “Initial Public Offering”). Each Unit consists of (i) one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”), (ii) one-half of one redeemable warrant of the Company (the “Public Warrants”) and (iii) one right of the Company (the “Rights”). Each Right entitles the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 3,762,500 warrants (“Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant to the Company’s sponsor, U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $3,762,500 (the “Private Placement”). Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share.

Offering costs amounted to $5,093,930, consisting of $1,181,250 of underwriting fees, $2,362,500 of deferred underwriting commissions payable (which are held in the Trust Account (as defined below)), $946,169 of Representative Shares (as defined in Note 6), and $604,011 of other offering costs. As described in Note 6, the $2,362,500 of deferred underwriting commissions payable is contingent upon the consummation of a Business Combination, subject to the terms of the Underwriting Agreement (as defined in Note 6).

Upon the closing of the Initial Public Offering and Private Placement, $79,931,250 of the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

 At December 31, 2024, the Company had $14,384 in cash held outside of the Trust Account. The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to Management for working capital purposes and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (approximately $11.92 per Public Share, as of December 31, 2024, before taxes payable, if any). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of the Initial Public Offering (as discussed in Note 6).

Extensions of the Combination Period

The Company initially had until 12 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, pursuant to the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”), if the Company anticipated that it would not be able to consummate the initial Business Combination within 12 months, it could extend the period of time to consummate a Business Combination by two additional 3-month periods (for a total of up to 18 months from the closing of the Initial Public Offering) without submitting proposed extensions to its shareholders for approval or offering its Public Shareholders redemption rights in connection therewith. Such extensions required the Sponsor, or its affiliates or designees, to have deposited certain amounts into the Trust Account on or prior to the date of the applicable deadline for each additional three-month period (the “Paid Extensions”).

On April 27, 2023, the Company held an extraordinary meeting of its shareholders (the “2023 EGM”) and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the date by which it must consummate a Business Combination (the “Combination Period”) from November 2, 2023 to May 2, 2024 (or such earlier date as determined by the Company’s board of directors (the “Board”) in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up the Company’s operations on, or on an earlier date than May 2, 2024 (including prior to May 2, 2023) (collectively, the “2023 Extension”). In connection with the 2023 EGM, Public Shareholders holding 5,297,862 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account (the “2023 Redemptions”). As a result, $55,265,334 (approximately $10.43 per Public Share) was removed from the Trust Account to pay such Public Shareholders. The 2023 Redemptions occurred on May 2, 2023.

On April 29, 2024, the Company held an extraordinary general meeting in lieu of an annual general meeting of its shareholders (the “2024 EGM”) and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the Combination Period from May 2, 2024 to May 2, 2025 (or such earlier date as determined by the Board in its sole discretion) and (ii) to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on, or on an earlier date than May 2, 2025 (collectively, the “2024 Extension”). In connection with the 2024 EGM, Public Shareholders holding 111,915 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account (the “2024 Redemptions” and together with the 2023 Redemptions, the “Extension Redemptions”). As a result, approximately $1.27 million (approximately $11.37 per Public Share) was removed from the Trust Account to pay such Public Shareholders. The 2024 Redemptions occurred on April 29, 2024.

Nasdaq Listing

On April 10, 2024, the Company received a deficiency letter from the Listing Qualifications Department (the “Nasdaq Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its Public Shareholders were below the 400 Public Holders minimum requirement for continued inclusion on the Global Market tier of Nasdaq pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Public Holders Requirement”). The notifications received had no immediate effect on the Company’s Nasdaq listing. The continued listing rules of Nasdaq, as they exist as of the date of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to which the accompanying financial statements form a part (the “Report” and such rules, the “Nasdaq Rules”) provided the Company with 45 calendar days to submit a plan to regain compliance and a compliance period of up to 180 calendar days in which to evidence compliance. The Company submitted to Nasdaq a plan to regain compliance on May 28, 2024, and the Nasdaq Staff granted the Company an extension until October 7, 2024 to comply with the Public Holders Requirement.

On October 8, 2024, the Company received a notice from the Nasdaq Staff that, since the Company had not regained compliance with the Public Holders Requirement, its securities would be subject to delisting from Nasdaq, unless the Company timely requested a hearing before the Hearing Panel of Nasdaq (the “Nasdaq Panel”) by October 15, 2024. On October 15, 2024, the Company submitted a request to appeal to the Nasdaq Panel and the hearing was held on December 10, 2024. For further information on the decision of Nasdaq Panel and consequences to the Company’s Nasdaq listing, see Note 9.

Changes to the Board

On April 19, 2024, 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 Board and all committees thereof, effective April 26, 2024. Ms. Harding had been an independent director of the Company for approximately two years since April 2022. The resignation of Ms. Harding was for personal reasons and did 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. had been an independent director of the Company for more than two years since the inception of the Company in December 2021. The resignation of Mr. Sesson, Jr. was for personal reasons and did not result from any dispute with the Company.

On May 20, 2024, the Board appointed Dariusz Sliwinski as a director, with immediate effect. Mr. Sliwinski qualifies as an independent director and is appointed to serve as (i) the chair of the audit committee of the Board, (ii) a member of the compensation committee of the Board and (iii) a member of the nominating and corporate governance committee of the Board.

Going Concern and Management’s Plan

As of December 31, 2024, the Company has a cash balance of $14,384 and a working capital deficit of $5,753,598. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the accompanying audited consolidated financial statements. Prior to consummation of a Business Combination, the Company has the ability to secure additional funding from the Sponsor or other related parties. There is no assurance that the Company’s plans to consummate a Business Combination will be successful by November 2, 2025. The accompanying audited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.