Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $26,528, compared to a net loss of $407,918 for the same period in 2022[73]. - The net loss excluding monthly extension fees and income on the trust account was $(556,150) for Q3 2023, an improvement from $(761,514) in Q3 2022, representing a reduction of approximately 27%[73]. - The company reported a net loss of $(1,552,030) for the three months ended September 30, 2023, compared to $(13,761,836) for the same period in the previous year[74]. - The net income for the three months ended September 30, 2023, was $26,528, compared to a net loss of $(407,918) for the same period in 2022, representing a turnaround in performance[186]. - Basic and diluted earnings per share for redeemable ordinary shares was $0.11 for the three months ended September 30, 2023, compared to $(0.03) for the same period in 2022, indicating a positive shift in profitability[186]. - The total other income for the three months ended September 30, 2023, was $357,729, compared to $353,596 for the same period in 2022, reflecting a slight increase[186]. Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after the completion of its initial business combination[100]. - The Company has not generated any operating revenues and expects to incur increased expenses related to becoming a public company[113]. Financial Position - As of September 30, 2023, the total liabilities and shareholders' deficit amounted to $28,022,595[180]. - As of September 30, 2023, the total current assets amounted to $28,022,595, a significant decrease from $81,557,355 in 2022, reflecting a decline of approximately 65.6%[184]. - The cash and cash equivalents held in the trust account were $27,910,976 as of September 30, 2023, down from $81,039,102 in the previous year, indicating a reduction of about 65.5%[196]. - The Company has incurred an accumulated deficit of $4,882,206 as of September 30, 2023, compared to $3,330,176 as of December 31, 2022[180]. Shareholder Activity - Shareholders redeemed 5,297,862 Class A ordinary shares for approximately $55,265,334, equating to about $10.43 per share[103]. - The company had 2,577,138 redeemable ordinary shares outstanding as of September 30, 2023, down from 7,875,000 in the previous year, indicating a reduction in share count[186]. Loans and Financing - As of September 30, 2023, the outstanding balance of the Fourth Eternal Loan was $50,000, with no interest accrued[81]. - The Company entered into a loan agreement for up to $335,000 on an unsecured basis, with a maturity date of August 1, 2024, or upon the initial Business Combination[107][131]. - The company has placed $10.15 per Unit sold in the Initial Public Offering into a Trust Account, which is invested in U.S. government securities[101]. - The company completed a private placement of 3,762,500 warrants at $1.00 per warrant, generating gross proceeds of $3,762,500[190]. - The Company has accrued $154,941 for administrative services provided by Gluon Group as of September 30, 2023[115]. Business Combination and Strategic Planning - The company has extended the deadline for consummating a business combination from November 2, 2023, to May 2, 2024[71]. - The Company extended the deadline for consummating a business combination from November 2, 2023, to May 2, 2024, allowing for potential earlier wind-up of operations[103]. - The company extended the deadline for completing a business combination from November 2, 2023, to May 2, 2024, allowing more time for strategic planning[192]. - The company has agreed to pay a Success Fee to Maxim based on the amount of cash in Trust prior to consummation of the transaction, with fees ranging from $200,000 to $1,000,000 depending on the cash amount[89]. - The company has entered into agreements with various financial advisors, including ALANTRA, for transaction success fees and retainer fees[90]. Securities and Shares - The Company issued 7,875,000 Units at $10.00 per Unit during its Initial Public Offering, including 375,000 units from the underwriter's overallotment option[110]. - The company has a total of 7,875,000 Public Shares sold as part of the Units in the Initial Public Offering, which contain a redemption feature[79]. - The base consideration for holders of EEW securities will be $500 million in Pubco Ordinary Shares, plus a contingent earn-out of $150 million[112]. Trust Account and Income - Unrealized income on the trust account for the nine months ended September 30, 2023, was $1,762,208, compared to $1,107,852 for the year ended December 31, 2022, showing an increase of approximately 59%[196].

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 of incorporation or organization) (I.R.S. Employer Identification No.) As of August 11, 2023, there were 4,664,012 Class A ordinary shares, par value $0.0001, and one Class B ordinary share, $0.0001 par value, issued and outstanding. COMMITMENTS AND CONTINGENCIES Class A ordinary shares, $0.0001 par value, subject to po ...

● $1,600,000 payable by or on behalf of the Sponsor Entity If a transaction is completed in North America, Asia, or Africa that is not introduced by ALANTRA and such transaction requires an introductory, advisory, or similar fee due by us, we shall pay ALANTRA an ALANTRA Success Fee in the form of: ● For the first $300,000,000 of aggregated value of the transaction, 0.85% of each transaction purchase price; and ● For the aggregated value of the transaction above the first $300,000,000, 0.4% of each transact ...

37 Ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or s ...

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, 2022 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 | --- | --- | |-------------------------------------------------------------------------------------------|-- ...

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, 2022 ☐ 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 of ...

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, 2022 ☐ 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 o ...