UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 001-41363 CLIMATEROCK (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 001-41363 CLIMATEROCK (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 001-41363 CLIMATEROCK (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41363 CLIMATEROCK (Exact name of registrant as specified in its charter) Cayman Islands N/A | | | Name of each exchange on which | | ...

Financial Performance - The company reported a net income of $172,722 and a net loss of $409,112 for the three and nine months ended September 30, 2024, respectively [147]. - For the three months ended September 30, 2023, the company reported a net income of $26,528, while for the nine months, the net income was $585,178, with dividend income of $357,678 and $1,762,208 respectively [148]. - Dividend income earned on the Trust Account amounted to $368,522 for the three months and $1,109,332 for the nine months ended September 30, 2024 [147]. Business Combination Activities - The company entered into a Business Combination Agreement with EEW, which included a contingent earn-out of $150,000,000 based on achieving a revenue milestone of $52,000,000 for 2023 [139]. - The Business Combination Agreement with EEW was terminated on November 29, 2023, due to unmet conditions by the closing date [140]. - The GreenRock Merger Agreement was entered into on December 30, 2023, with terms including the exchange of existing securities for those of Pubco [141]. - The company extended the deadline for consummating a Business Combination from May 2, 2024, to May 2, 2025, during the 2024 EGM [144]. Financial Position and Obligations - As of September 30, 2024, the company had a cash balance of $3,708 and a working capital deficit of $5,286,927, raising substantial doubt about its ability to continue as a going concern [164]. - The company entered into a loan agreement for a principal amount of up to $335,000 on November 1, 2023, with an outstanding balance of $335,000 as of September 30, 2024 [158]. - The company issued a convertible promissory note in the aggregate principal amount of $900,000 on May 2, 2023, with an outstanding balance of $900,000 as of September 30, 2024 [161]. - The company has a deferred commission of $2,362,500 payable to underwriters upon completion of an initial Business Combination [167]. - The company has incurred a total outstanding billed amount for legal services of $913,026 as of September 30, 2024, with $456,513 considered outstanding [170]. - The company has entered into multiple loan agreements with a total principal amount of up to $1,500,000, with an outstanding balance of $1,425,402 as of September 30, 2024 [160]. - The company has a contractual obligation to pay a success fee to Maxim based on the cash available in the Trust Account prior to consummation of a transaction, with fees ranging from $200,000 to $1,000,000 depending on the cash amount [171]. Advisory and Consulting Agreements - The company entered into a letter agreement with ALANTRA Corporate Finance for financial advisory services related to potential business combinations with energy transition companies, with a retainer fee structure starting at $15,000 and potentially increasing to $40,000 per month if transaction value exceeds $400 million [172][173]. - ALANTRA's success fee for completed transactions includes $1.6 million payable by the company and an additional $1.6 million payable by the sponsor entity [174]. - For transactions not introduced by ALANTRA, the success fee is structured as 0.85% on the first $300 million and 0.4% on amounts above that, with a minimum fee of €1 million [175]. - The company has entered into a consulting agreement with MZHCI, with fees of $12,000 per month prior to De-SPAC and $15,000 thereafter, plus $120,000 in stock upon successful business combination [177]. Shareholder and Securities Information - The company issued 2,156,250 Founder Shares to the sponsor for $25,000, with adjustments based on underwriter over-allotment, resulting in 1,968,750 shares outstanding [178][179]. - The 2023 Extension Note issued to the sponsor has a principal amount of $900,000, with $75,000 monthly payments until the initial business combination is completed [191]. - The company has agreed to pay Gluon Partners a transaction success fee of $500,000 for transactions under $400 million and $1 million for those above, with adjustments made to the fee structure in October 2022 [195][196]. - Gluon is entitled to a cash fee of 2.0% of gross proceeds for senior, subordinated, or mezzanine debt securities financing [197]. - For equity, equity-linked, or convertible securities financing, Gluon will receive a cash fee of 5.0% of gross proceeds [197]. - Gluon Group will be reimbursed for reasonable and documented out-of-pocket expenses related to transaction services [198]. - In the event of a successful initial Business Combination, Gluon will waive any accrued fees owed [198]. - The board of directors approved the Gluon Letter Agreement, considering it fair and in the best interests of the company [200]. Management and Reporting - The preparation of consolidated financial statements requires management to make estimates and assumptions that could materially differ from actual results [201]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [203]. Operational Status - As of September 30, 2024, the company had not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination [130].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 001-41363 CLIMATEROCK (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction ...

LONDON, May 21, 2024 (GLOBE NEWSWIRE) -- ClimateRock (NASDAQ: CLRC) ("ClimateRock" or the "Company"), a special purpose acquisition company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, announced today the appointment of Dariusz Sliwinski as an independent member to its Board of Directors, effective May 20, 2024. Concurrently, Mr. Sliwinski was appointed as a member and Chairman ...

Core Viewpoint - ClimateRock has appointed Dariusz Sliwinski as an independent director and chairman of the Audit Committee, which is expected to enhance the company's governance and strategic direction during its merger with GreenRock [1][3]. Company Overview - ClimateRock is a special purpose acquisition company (SPAC) focused on merging with businesses in the sustainable energy sector, aiming to create an integrated value chain for renewable energy solutions [10]. - GreenRock is an independent energy producer specializing in renewable power, battery storage, and hydrogen production, with a commitment to accelerating the green energy transition [8]. Leadership and Governance - Dariusz Sliwinski brings extensive experience in financial management and due diligence from his previous roles in various investment and asset management firms, which will support ClimateRock's strategic objectives [2][3]. - Sliwinski's appointment is seen as a significant addition to ClimateRock's board, particularly during the transformative period of the merger with GreenRock [3]. Business Combination Details - The merger between ClimateRock and GreenRock is outlined in a Business Combination Agreement dated December 30, 2023, and is expected to create a holding company listed on Nasdaq [3][4]. - The completion of the merger is subject to approval from shareholders of both ClimateRock and GreenRock, along with customary closing conditions [4]. Strategic Goals - The combined entity aims to simplify the renewable energy sector by providing an end-to-end renewable energy solution, enhancing operational efficiencies in a fragmented market [3]. - The merger is anticipated to align with the mission of accelerating the next generation of renewable energy [3].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 001-41363 CLIMATEROCK (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdictio ...

Market Value and Shares - The aggregate market value of the outstanding shares of the registrant's Class A ordinary shares was $27,523,834 as of June 30, 2023[207]. - As of March 18, 2024, there were 4,664,012 Class A ordinary shares and 1 Class B ordinary share issued and outstanding[208]. - The company issued 2,156,250 founder shares at approximately $0.012 per share, representing 19.8% of the outstanding shares upon completion of the initial public offering[204]. Regulatory Compliance and Governance - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will become effective on July 1, 2024, impacting SPAC business combination transactions[180]. - The company is required to disclose additional information regarding conflicts of interest and dilution in connection with SPAC transactions under the new SEC rules[180]. - The company has established a compensation committee with independent members to oversee executive compensation policies and plans[210]. - The company has established a nominating and corporate governance committee to oversee corporate governance guidelines and recommend improvements[214]. - The company is committed to regularly reviewing its overall corporate governance practices[214]. - The governance committee will oversee the implementation of corporate governance guidelines[214]. Executive Compensation and Policies - The Clawback Policy mandates recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement[193]. - The board of directors approved the adoption of the Executive Compensation Clawback Policy effective October 2, 2023, to comply with SEC final clawback rules[216]. - The Clawback Policy aligns with Nasdaq Listing Rule 5608 and aims to enhance accountability in executive compensation[216]. - The adoption of the Clawback Policy reflects the company's proactive approach to risk management and regulatory compliance[216]. - The company does not intend to ensure that management team members maintain their positions post-initial business combination, although some may negotiate arrangements[196]. Ethical Standards and Risk Management - The company has adopted insider trading policies to promote compliance with relevant laws and regulations[190]. - The company has implemented trading policies to ensure ethical conduct in trading activities[215]. - The company is dedicated to maintaining high ethical standards through its Code of Ethics[215]. - The company will continue to monitor market risks and adjust strategies accordingly[656]. - The forward-looking statements in the report are subject to various risks and uncertainties that may cause actual results to differ materially from expectations[181].