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 (State or other jurisdiction of incorpor ...

Core Viewpoint - ClimateRock is seeking shareholder approval to extend the deadline for completing its initial business combination from May 2, 2025, to November 2, 2025, with financial support from its Sponsor in the form of a loan for unredeemed shares [1][2]. Group 1: Extension Proposal - The Sponsor will contribute $0.04 per Class A ordinary share sold in the initial public offering for each month until the new deadline, potentially increasing the redemption amount to approximately $12.34 per unredeemed share if the full extension is utilized [1]. - Contributions will be deposited in the trust account within seven days of the start of each Extension Period and are contingent upon the approval and implementation of the Extension [2]. - If the Company does not utilize the remaining Extension Period, it will liquidate and dissolve according to its charter [2]. Group 2: Redemption and Financial Terms - The deadline for shareholders to submit their shares for redemption in connection with the Extension has been extended to April 30, 2025, at 10:00 a.m. Eastern time [3]. - The Company has agreed to waive its right to withdraw up to $50,000 of interest accrued on its trust account for dissolution expenses if it liquidates before completing a business combination [4]. - If the Extension is approved, all accrued interest will remain in the trust account and will be released to public shareholders upon certain conditions being met [4]. Group 3: Company Overview - ClimateRock is a special purpose acquisition company focused on mergers and acquisitions within the sustainable energy sector, including climate change and renewable energy technologies [5].

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents ClimateRock's unaudited consolidated financial statements and management's financial analysis [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents ClimateRock's unaudited consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows for the periods ended September 30, 2024, and December 31, 2023 (for balance sheet) or September 30, 2023 (for income and cash flow statements). It also includes detailed notes explaining the company's organization, significant accounting policies, IPO and private placement details, related party transactions, commitments, contingencies, and shareholders' equity [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20September%2030%2C%202024%20(Unaudited)%20and%20December%2031%2C%202023) This section presents ClimateRock's unaudited consolidated balance sheets as of September 30, 2024, and December 31, 2023 | Metric | Sep 30, 2024 (Unaudited) | Dec 31, 2023 | Change ($) | Change (%) | | :--------------------------- | :----------------------- | :----------- | :--------- | :--------- | | Cash (Current) | $3,708 | $57,290 | $(53,582) | -93.53% | | Prepaid expenses | $20,250 | $412 | $19,838 | 4815.05% | | Total current assets | $23,958 | $57,702 | $(33,744) | -58.48% | | Cash in Trust Account | $28,895,303 | $28,508,214 | $387,089 | 1.36% | | Total non-current assets | $28,895,303 | $28,508,214 | $387,089 | 1.36% | | TOTAL ASSETS | $28,919,261 | $28,565,916 | $353,345 | 1.24% | | Total current liabilities | $5,310,885 | $3,226,185 | $2,084,700 | 64.62% | | Total non-current liabilities| $2,362,500 | $2,412,500 | $(50,000) | -2.07% | | TOTAL LIABILITIES | $7,673,385 | $5,638,685 | $2,034,700 | 36.09% | | Accumulated deficit | $(7,649,636) | $(5,581,192) | $(2,068,444)| 37.06% | | Total shareholders' deficit | $(7,649,427) | $(5,580,983) | $(2,068,444)| 37.06% | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Nine%20Months%20Ended%20September%2030%2C%202024%20and%20September%2030%2C%202023) This section presents ClimateRock's unaudited consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Formation and operating costs | $165,800 | $301,201 | $1,428,607 | $1,087,201 | | Administrative service fees - related party | $30,000 | $30,000 | $90,000 | $90,000 | | Net loss from operations | $(195,800) | $(331,201) | $(1,518,607) | $(1,177,201) | | Dividend income on Trust Account | $368,522 | $357,678 | $1,109,332 | $1,762,208 | | Total other income | $368,522 | $357,729 | $1,109,495 | $1,762,379 | | Net (loss) income | $172,722 | $26,528 | $(409,112) | $585,178 | | Basic and diluted EPS (Redeemable shares) | $0.13 | $0.11 | $0.21 | $0.22 | | Basic and diluted EPS (Non-redeemable shares) | $(0.08) | $(0.12) | $(0.45) | $(0.22) | [Unaudited Consolidated Statements of Changes in Shareholders' Deficit](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20and%20Nine%20Months%20Ended%20September%2030%2C%202024%20and%20September%2030%2C%202023) This section presents ClimateRock's unaudited consolidated statements of changes in shareholders' deficit for the periods ended September 30, 2024 and 2023 | Metric | Jan 1, 2024 Balance | Sep 30, 2024 Balance | Change ($) | | :------------------------------------------------------------------ | :------------------ | :------------------- | :--------- | | Total Shareholders' Deficit | $(5,580,983) | $(7,649,427) | $(2,068,444)| | Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value | N/A | N/A | $(1,659,332)| | Net (loss) income | N/A | N/A | $(409,112) | [Unaudited Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Nine%20Months%20Ended%20September%2030%2C%202024%20and%20September%2030%2C%202023) This section presents ClimateRock's unaudited consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 | Metric | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | Change ($) | | :-------------------------------------- | :-------------------------- | :-------------------------- | :--------- | | Net (loss) income | $(409,112) | $585,178 | $(994,290) | | Net cash used in operating activities | $(1,303,063) | $(972,788) | $(330,275) | | Net cash provided by investing activities | $722,243 | $54,890,334 | $(54,168,091)| | Net cash provided by (used in) financing activities | $527,238 | $(54,249,442) | $54,776,680| | Net decrease in cash and cash equivalents | $(53,582) | $(331,896) | $278,314 | | Cash and cash equivalents at end of period | $3,708 | $79,815 | $(76,107) | [Notes to the Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes ClimateRock's formation as a SPAC, its IPO, private placement, and current operational status - ClimateRock is a blank check company (SPAC) incorporated on **December 6, 2021**, focused on effecting a Business Combination in climate change, environment, renewable energy, and clean technologies[13](index=13&type=chunk)[15](index=15&type=chunk)[128](index=128&type=chunk) - The Initial Public Offering (IPO) was consummated on **May 2, 2022**, raising **$78,750,000** from **7,875,000 units** at **$10.00 per unit**[16](index=16&type=chunk)[55](index=55&type=chunk)[131](index=131&type=chunk) - A private placement of **3,762,500 warrants** at **$1.00 per warrant** generated gross proceeds of **$3,762,500**[17](index=17&type=chunk)[61](index=61&type=chunk)[133](index=133&type=chunk) - **$79,931,250** from the IPO and Private Placement was placed in a Trust Account, invested in U.S. government securities or money market funds[19](index=19&type=chunk) - The company extended its Business Combination deadline to **May 2, 2025**, following shareholder approval at the **2024 EGM**[28](index=28&type=chunk)[144](index=144&type=chunk) - Nasdaq issued a deficiency letter on **April 10, 2024**, and a delisting notice on **October 8, 2024**, due to the company falling below the **400 Public Holders** minimum requirement. The company has requested an appeal[24](index=24&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - 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[30](index=30&type=chunk)[164](index=164&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies used in preparing ClimateRock's financial statements - The financial statements are presented in U.S. dollars in conformity with **GAAP** for interim financial information[31](index=31&type=chunk) - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[36](index=36&type=chunk)[37](index=37&type=chunk) - Cash and cash equivalents held in the Trust Account are invested in U.S. government securities or money market funds and are classified as cash equivalents[33](index=33&type=chunk)[34](index=34&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at the end of each reporting period[39](index=39&type=chunk) - The Cayman Islands is the company's only major tax jurisdiction, and no income taxes are levied[42](index=42&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=16&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of ClimateRock's Initial Public Offering, including unit components and redemption provisions - The IPO was completed on **May 2, 2022**, with **7,875,000 units** sold at **$10.00 per unit**, generating **$78,750,000**[55](index=55&type=chunk) - Each unit consists of **one Class A ordinary share**, **one-half of one redeemable warrant**, and **one right**[56](index=56&type=chunk) - Class A ordinary shares subject to redemption are classified outside of permanent equity due to redemption provisions[57](index=57&type=chunk)[39](index=39&type=chunk) IPO Proceeds and Redemptions (as of Sep 30, 2024) | IPO Proceeds and Redemptions (as of Sep 30, 2024) | Amount ($) | | :------------------------------------------------ | :--------- | | Gross proceeds | 78,750,000 | | Less: Proceeds allocated to public warrants and public rights | (6,898,500)| | Less: Offering costs of public shares | (4,647,702)| | Less: Redemption of shares | (56,537,577)| | Plus: Accretion of carrying value to redemption value | 17,079,082 | | Plus: Monthly extension fees | 1,150,000 | | Ordinary shares subject to possible redemption | 28,895,303 | [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants and the allocation of proceeds to the Trust Account - On **May 2, 2022**, the company sold **3,762,500 Private Placement Warrants** at **$1.00 per warrant**, generating **$3,762,500**[61](index=61&type=chunk)[17](index=17&type=chunk) - A portion of the net proceeds from the Private Placement was added to the Trust Account[61](index=61&type=chunk) - Private Placement Warrants will expire worthless if a Business Combination is not completed within the Combination Period[61](index=61&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions with related parties, including founder shares, loans, and administrative and advisory service agreements - Founder Shares (Class B ordinary shares) were issued to the Sponsor for **$25,000**. On **March 31, 2023**, **1,968,749 Class B ordinary shares** were converted to Class A ordinary shares[62](index=62&type=chunk)[64](index=64&type=chunk)[178](index=178&type=chunk)[180](index=180&type=chunk) - The company has multiple unsecured, interest-free loan agreements (Second through Seventh Eternal Loans) with Eternal B.V., an affiliate controlled by the Executive Chairman, Charles Ratelband V[66](index=66&type=chunk)[74](index=74&type=chunk)[182](index=182&type=chunk)[189](index=189&type=chunk) Related Party Loan (Outstanding Balance) | Related Party Loan (Outstanding Balance) | Sep 30, 2024 | Dec 31, 2023 | | :--------------------------------------- | :----------- | :----------- | | Second Eternal Loan | $170,603 | $170,603 | | Third Eternal Loan | $300,000 | $300,000 | | Fourth Eternal Loan | $50,000 | $50,000 | | Fifth Eternal Loan | $500,000 | $653,619 | | Sixth Eternal Loan | $335,000 | $357,302 | | Seventh Eternal Loan | $1,425,402 | N/A | - Convertible promissory notes (**2023 and 2024 Extension Notes**) were issued to the Sponsor to fund monthly deposits into the Trust Account for the benefit of public shares not redeemed during extension periods[75](index=75&type=chunk)[76](index=76&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) - An administrative services agreement with the Sponsor (assigned to Gluon Group, an affiliate) incurs a monthly fee of **$10,000**[78](index=78&type=chunk)[193](index=193&type=chunk) - An advisory services agreement with Gluon Partners LLP (an affiliate) includes a Transaction Success Fee (reduced to **$250,000** for transactions >**$400M**) and financing fees (**2.0%** for debt, **5.0%** for equity)[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines ClimateRock's contractual commitments, contingent liabilities, and details of business combination agreements - Holders of Founder Shares and Private Placement Warrants are entitled to registration rights[84](index=84&type=chunk)[166](index=166&type=chunk) - Underwriters are entitled to a deferred underwriting commission of **$2,362,500**, payable solely upon the completion of a Business Combination[87](index=87&type=chunk)[167](index=167&type=chunk) - The company issued **118,125 Class A ordinary shares** (Representative Shares) to Maxim and/or its designees as an offering cost[89](index=89&type=chunk) - The Business Combination Agreement with E.E.W. Eco Energy World PLC was terminated on **November 29, 2023**, due to unmet closing conditions[104](index=104&type=chunk)[140](index=140&type=chunk) - On **December 30, 2023**, the company entered into a GreenRock Merger Agreement, which was amended on **November 6, 2024**, to remove the **$15M** minimum cash closing condition, extend the outside date to **May 2, 2025**, and reduce the overall merger consideration to GreenRock shareholders from **44,658,000** to **32,000,000 Pubco ordinary shares**[105](index=105&type=chunk)[123](index=123&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - Transaction expenses include legal fees (EGS Agreement, with **50% deferred** and a **20% premium** upon closing of Business Combination), Maxim Success Fee (contingent on cash in Trust Account), ALANTRA Success Fee (contingent on transaction value), and MZHCI consulting fees[93](index=93&type=chunk)[95](index=95&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[100](index=100&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk)[177](index=177&type=chunk) [NOTE 7. SHAREHOLDERS' EQUITY](index=24&type=section&id=NOTE%207.%20SHAREHOLDERS'%20EQUITY) This note details the authorized and outstanding share capital, as well as the terms of warrants and rights - The company is authorized to issue **479,000,000 Class A ordinary shares** (**2,086,874 outstanding** as of Sep 30, 2024) and **20,000,000 Class B ordinary shares** (**1 outstanding**)[106](index=106&type=chunk)[107](index=107&type=chunk) - Warrants become exercisable on the later of **30 days** after Business Combination completion or **12 months** from IPO closing, subject to an effective registration statement, and expire **five years** after Business Combination or earlier upon redemption/liquidation[111](index=111&type=chunk) - The company may call warrants for redemption at **$0.01 per warrant** if the ordinary share price equals or exceeds **$18.00** for **20 trading days** within a **30-trading day period**[113](index=113&type=chunk) - Rights entitle holders to receive **one-tenth (1/10)** of one ordinary share upon consummation of a Business Combination, without additional consideration[119](index=119&type=chunk) - Warrants and Rights will expire worthless if a Business Combination is not completed within the Combination Period and the Trust Account is liquidated[115](index=115&type=chunk)[121](index=121&type=chunk) [NOTE 8. SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) This note describes significant events occurring after the reporting period, including amendments to the GreenRock Merger Agreement - On **November 6, 2024**, the GreenRock Merger Agreement was amended[123](index=123&type=chunk) - Key amendments include removing the **$15,000,000** minimum cash closing condition, extending the outside date to **May 2, 2025**, and reducing the overall merger consideration payable to GreenRock shareholders from **44,658,000** to **32,000,000 Pubco ordinary shares**[123](index=123&type=chunk) - Escrow share release provisions were revised to provide for full release if GreenRock's adjusted EBITDA for fiscal year **2025** equals or exceeds **$25,000,000**, otherwise the escrowed shares will be forfeited[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on ClimateRock's financial condition and operational results. It outlines the company's status as a blank check company, details its IPO and private placement, discusses the terminated EEW business combination and the ongoing GreenRock business combination, and covers liquidity, related-party loans, convertible notes, and the going concern uncertainty. It also addresses factors that may adversely affect operations and critical accounting estimates [Cautionary Note Regarding Forward-Looking Statements](index=28&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises that the report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ - This Quarterly Report includes forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially from expectations[126](index=126&type=chunk) [Overview](index=29&type=section&id=Overview) This section provides an overview of ClimateRock's formation as a SPAC, its IPO, and the regulatory environment - ClimateRock is a Cayman Islands blank check company incorporated on **December 6, 2021**, formed to effect an initial Business Combination, focusing on environmental protection, renewable energy, and fighting climate change[128](index=128&type=chunk)[129](index=129&type=chunk) - The company has not yet commenced operations and will not generate operating revenues until the completion of its initial Business Combination. Non-operating income is generated from interest on IPO proceeds held in the Trust Account[130](index=130&type=chunk)[146](index=146&type=chunk) - The IPO on **May 2, 2022**, raised **$78,750,000** from **7,875,000 units**, and **3,762,500 Private Placement Warrants** were sold[131](index=131&type=chunk)[133](index=133&type=chunk) - Nasdaq rules require the initial Business Combination to have a fair market value equal to at least **80%** of the net assets held in the Trust Account[134](index=134&type=chunk) - New SEC **2024 SPAC Rules**, effective **July 1, 2024**, require additional disclosures and may materially affect the company's ability to negotiate and complete its initial Business Combination[137](index=137&type=chunk) [Business Combination with EEW](index=30&type=section&id=Business%20Combination%20with%20EEW) This section details the terminated business combination agreement with E.E.W. Eco Energy World PLC - The original Business Combination Agreement with E.E.W. Eco Energy World PLC was entered into on **October 6, 2022**, and amended on **August 3, 2023**[139](index=139&type=chunk) - The agreement with EEW was terminated on **November 29, 2023**, because the conditions to closing the initial Business Combination were not satisfied or waived by the outside date of **September 30, 2023**[140](index=140&type=chunk) [GreenRock Business Combination](index=30&type=section&id=GreenRock%20Business%20Combination) This section describes the ongoing GreenRock Merger Agreement, including recent amendments to its terms - On **December 30, 2023**, the company entered into the GreenRock Merger Agreement[141](index=141&type=chunk) - The GreenRock Merger Agreement was amended on **November 6, 2024**, to remove the **$15,000,000** minimum cash closing condition, extend the outside date to **May 2, 2025**, and reduce the overall merger consideration payable to GreenRock shareholders from **44,658,000** to **32,000,000 Pubco ordinary shares**[142](index=142&type=chunk) - Escrow share release provisions were revised to provide for full release if GreenRock's adjusted EBITDA for fiscal year **2025** equals or exceeds **$25,000,000**, otherwise the escrowed shares will be forfeited[142](index=142&type=chunk) [Extensions of Our Business Combination Period](index=31&type=section&id=Extensions%20of%20Our%20Business%20Combination%20Period) This section explains the extensions of the business combination deadline and associated redemptions and funding - The **2023 EGM** approved an extension of the Business Combination deadline to **May 2, 2024**, leading to the redemption of **5,297,862 Class A ordinary shares** and the removal of approximately **$55,265,334** from the Trust Account[143](index=143&type=chunk) - The **2024 EGM** approved a further extension to **May 2, 2025**, resulting in the redemption of **111,915 Class A ordinary shares** and the removal of approximately **$1.27 million** from the Trust Account[144](index=144&type=chunk) - The Sponsor issued the **2023 Extension Note ($900,000)** and the **2024 Extension Note ($600,000)** to fund monthly deposits into the Trust Account for the benefit of public shares not redeemed during the extension periods[143](index=143&type=chunk)[145](index=145&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section analyzes ClimateRock's financial performance, focusing on net income/loss and key operational costs | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net (loss) income | $172,722 | $26,528 | $(409,112) | $585,178 | | Dividend income on Trust Account | $368,522 | $357,678 | $1,109,332 | $1,762,208 | | Formation and operating costs | $165,800 | $301,201 | $1,428,607 | $1,087,201 | | Administrative service fees - related party | $30,000 | $30,000 | $90,000 | $90,000 | [Factors That May Adversely Affect our Results of Operations](index=32&type=section&id=Factors%20That%20May%20Adversely%20Af%20ect%20our%20Results%20of%20Operations) This section discusses various factors that could negatively impact ClimateRock's financial results and business combination efforts - The company's results of operations and ability to complete an initial Business Combination may be adversely affected by economic uncertainty, financial market volatility, inflation, interest rate increases, supply chain disruptions, and geopolitical instability[150](index=150&type=chunk) [Liquidity, Capital Reserves and Going Concern](index=32&type=section&id=Liquidity%2C%20Capital%20Reserves%20and%20Going%20Concern) This section addresses ClimateRock's cash position, working capital deficit, and the going concern uncertainty - As of **September 30, 2024**, the company has 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](index=164&type=chunk)[30](index=30&type=chunk) - The company relies on additional funding from the Sponsor or other related parties (e.g., Eternal Loans, Convertible Promissory Notes) to finance transaction costs and extensions[152](index=152&type=chunk)[161](index=161&type=chunk)[163](index=163&type=chunk) - There is no assurance that the company's plans to consummate a Business Combination will be successful by **May 2, 2025**[164](index=164&type=chunk) [Off-Balance Sheet Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that ClimateRock has no off-balance sheet arrangements as of the reporting date - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of **September 30, 2024**[165](index=165&type=chunk) [Contractual Obligations](index=34&type=section&id=Contractual%20Obligations) This section details ClimateRock's contractual commitments, including registration rights, deferred underwriting commissions, and various fees - The company has registration rights agreements for holders of founder shares and private placement warrants[166](index=166&type=chunk) - A deferred underwriting commission of **$2,362,500** is payable to underwriters upon completion of an initial Business Combination[167](index=167&type=chunk) - Agreements with EGS, Maxim, ALANTRA, and MZHCI involve various fees (retainers, success fees, equity compensation) contingent on Business Combination completion or specific financing activities[170](index=170&type=chunk)[171](index=171&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk)[177](index=177&type=chunk) [Related Party Transactions](index=36&type=section&id=Related%20Party%20Transactions) This section provides further details on transactions with related parties, including founder shares, loans, and service agreements - Founder Shares were issued to the Sponsor, with a portion forfeited due to the underwriters' partial exercise of the over-allotment option. Most Class B shares were converted to Class A ordinary shares[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) - Multiple unsecured, interest-free loans (Second through Seventh Eternal Loans) from Eternal B.V., an affiliate controlled by the Executive Chairman, are outstanding[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) - Convertible promissory notes (**2023 and 2024 Extension Notes**) were issued to the Sponsor to fund Trust Account deposits for extensions[191](index=191&type=chunk)[192](index=192&type=chunk) - Administrative services are provided by Gluon Group (an affiliate) for a monthly fee of **$10,000**[193](index=193&type=chunk) - Advisory services from Gluon Partners LLP (an affiliate) include a Transaction Success Fee and financing fees[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [Critical Accounting Estimates](index=39&type=section&id=Critical%20Accounting%20Estimates) This section highlights the significant accounting estimates and assumptions made in preparing ClimateRock's financial statements - The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported amounts, and actual results could materially differ from these estimates[201](index=201&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, ClimateRock is not required to provide detailed quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide detailed quantitative and qualitative disclosures about market risk[203](index=203&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) The Certifying Officers evaluated the effectiveness of the company's disclosure controls and procedures as of September 30, 2024, and concluded they were effective. The company acknowledges that controls provide reasonable, not absolute, assurance and that no material changes to internal control over financial reporting occurred during the quarter - The Certifying Officers concluded that the company's disclosure controls and procedures were effective as of **September 30, 2024**[205](index=205&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance that objectives are met[206](index=206&type=chunk) - No changes to internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended **September 30, 2024**[207](index=207&type=chunk) [PART II - OTHER INFORMATION](index=41&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part provides additional information including legal proceedings, risk factors, equity sales, and other disclosures [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) To the knowledge of management, there is no litigation currently pending or contemplated against ClimateRock or its officers or directors - To management's knowledge, there is no litigation currently pending or contemplated against the company, its officers, or directors[209](index=209&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) This section highlights key risks, including the Nasdaq delisting notice due to failing the Public Holders Requirement and the potential delisting if a Business Combination is not consummated by April 27, 2025, under new Nasdaq rules. High redemption rates of public shares also pose a significant risk to completing a desirable Business Combination - The company received a Nasdaq delisting notice on **October 8, 2024**, for failing to meet the **400 Public Holders** minimum requirement and has submitted a request to appeal[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - The company's securities will be suspended from trading on Nasdaq and delisted if it does not consummate its initial Business Combination by **April 27, 2025**, as per new Nasdaq rules[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) - High rates of redemption of Public Shares increase the likelihood of significant redemptions, which may affect the company's ability to complete an initial Business Combination in the most desirable manner or at all, potentially requiring significant outside financing[222](index=222&type=chunk)[225](index=225&type=chunk) - In connection with the **2024 EGM**, **111,915 Public Shares** were redeemed at approximately **$11.37 per share**, reducing outstanding Public Shares to **2,465,223** and the Trust Account to **$28,895,303**[224](index=224&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the quarterly period. The use of proceeds from the Initial Public Offering and Private Placement remains consistent with previously disclosed plans - No unregistered sales of equity securities occurred during the quarterly period[226](index=226&type=chunk) - The planned use of proceeds from the Initial Public Offering and Private Placement has not materially changed from prior disclosures[226](index=226&type=chunk) [Item 3. Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the quarterly period - There were no defaults upon senior securities[227](index=227&type=chunk) [Item 4. Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to ClimateRock - This item is not applicable to the company[227](index=227&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) During the quarterly period, none of the company's directors or officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarterly period ended **September 30, 2024**[228](index=228&type=chunk) [Item 6. Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including amendments to the merger agreement, officer certifications, and Inline XBRL documents - The report includes various exhibits, such as the Amendment to Agreement and Plan of Merger, officer certifications (pursuant to Sarbanes-Oxley Act), and Inline XBRL documents[229](index=229&type=chunk) [SIGNATURES](index=46&type=section&id=SIGNATURES) This section contains the official signatures of ClimateRock's Chief Executive Officer and Chief Financial Officer, certifying the report - The report was signed on **November 14, 2024**, by Per Regnarsson, Chief Executive Officer, and Abhishek Bawa, Chief Financial Officer (Principal Financial and Accounting Officer)[231](index=231&type=chunk)

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents ClimateRock's unaudited financial information, encompassing consolidated statements, management's discussion, and disclosures on market risk and controls [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents ClimateRock's unaudited consolidated financial statements for the quarter ended June 30, 2024, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with comprehensive notes detailing the company's organization, accounting policies, and financial instrument fair values [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of ClimateRock's financial position, detailing assets, liabilities, and shareholders' deficit as of June 30, 2024, and December 31, 2023 | ASSETS/LIABILITIES (Unaudited) | June 30, 2024 | December 31, 2023 | | :----------------------------- | :------------ | :---------------- | | **Current Assets** | | | | Cash | $6,077 | $57,290 | | Prepaid expenses | $40,500 | $412 | | Total current assets | $46,577 | $57,702 | | **Non-current Assets** | | | | Cash in Trust Account | $28,376,781 | $28,508,214 | | Total non-current assets | $28,376,781 | $28,508,214 | | **TOTAL ASSETS** | $28,423,358 | $28,565,916 | | **Current Liabilities** | | | | Accrued liabilities | $1,052,978 | $959,720 | | Admin service fee payable | $244,941 | $184,941 | | Loan payable - related party | $2,689,785 | $1,481,524 | | Convertible note payable | $1,000,000 | $600,000 | | Total current liabilities | $4,987,704 | $3,226,185 | | **Non-current Liabilities** | | | | Deferred underwriting comm. | $2,362,500 | $2,362,500 | | Total non-current liabilities | $2,362,500 | $2,412,500 | | **TOTAL LIABILITIES** | $7,350,204 | $5,638,685 | | **Shareholders' Deficit** | | | | Accumulated deficit | $(7,303,836) | $(5,581,192) | | Total shareholders' deficit | $(7,303,627) | $(5,580,983) | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) This section outlines ClimateRock's financial performance, presenting net loss/income, operating costs, and other income for the three and six months ended June 30, 2024 and 2023 | Operating Results (Unaudited) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation and operating costs | $592,646 | $409,375 | $1,262,807 | $786,000 | | Admin service fees | $30,000 | $30,000 | $60,000 | $60,000 | | Net loss from operations | $(622,646) | $(439,375) | $(1,322,807) | $(846,000) | | Interest income | $140 | $120 | $163 | $120 | | Dividend income (Trust Account)| $368,183 | $546,053 | $740,810 | $1,404,530 | | Total other income | $368,323 | $546,173 | $740,973 | $1,404,650 | | Net (loss) income | $(254,323) | $106,798 | $(581,834) | $558,650 | | Basic & diluted EPS (Redeemable)| $0.04 | $0.07 | $0.08 | $0.14 | | Basic & diluted EPS (Non-redeemable)| $(0.17) | $(0.10) | $(0.37) | $(0.12) | [Unaudited Consolidated Statements of Changes in Shareholders' Deficit](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section details the changes in ClimateRock's shareholders' deficit, reflecting the impact of net losses and share redemptions over the reporting periods - The company's total shareholders' deficit increased from **$(5,580,983)** at January 1, 2024, to **$(7,303,627)** at June 30, 2024, primarily due to net losses and adjustments for Class A ordinary shares subject to possible redemption[13](index=13&type=chunk)[14](index=14&type=chunk) - For the six months ended June 30, 2024, the accumulated deficit increased by **$1,722,644**, compared to an increase of **$995,880** for the same period in 2023[13](index=13&type=chunk)[14](index=14&type=chunk)[52](index=52&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents ClimateRock's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2024 and 2023 | Cash Flows (Unaudited) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(581,834) | $558,650 | | Net cash used in operating activities | $(1,209,474) | $(697,770) | | Net cash provided by investing activities | $872,243 | $55,115,334 | | Net cash provided by (used in) financing activities | $286,018 | $(54,674,731) | | Net decrease in cash | $(51,213) | $(257,167) | | Cash at end of period | $6,077 | $154,544 | - Cash and cash equivalents at the end of the period decreased significantly from **$57,290** at the beginning of the period to **$6,077** by June 30, 2024[16](index=16&type=chunk) [Notes to the Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies, related party transactions, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes ClimateRock's formation as a blank check company, its business focus, and the going concern uncertainties it faces - ClimateRock is a Cayman Islands blank check company incorporated on December 6, 2021, focused on business combinations in climate change, environment, renewable energy, and clean technologies[18](index=18&type=chunk) - As of June 30, 2024, the Company had not yet commenced operations, with all activities related to its formation, initial public offering, and search for a target business combination[20](index=20&type=chunk) - The Company's ability to continue as a going concern is in substantial doubt due to a cash balance of **$6,077** and a working capital deficit of **$4,941,127** as of June 30, 2024, and the uncertainty of successfully completing a Business Combination by May 2, 2025[34](index=34&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the accounting principles and policies used in preparing ClimateRock's financial statements, including GAAP conformity and emerging growth company status - The financial statements are prepared in conformity with GAAP for interim financial information and Article 10 of Regulation S-X[35](index=35&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[41](index=41&type=chunk)[42](index=42&type=chunk) | Fair Value of Assets (Unaudited) | June 30, 2024 | December 31, 2023 | | :------------------------------- | :------------ | :---------------- | | Cash and cash equivalents held in Trust Account (Level 1) | $28,376,781 | $28,508,214 | [NOTE 3. INITIAL PUBLIC OFFERING](index=16&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of ClimateRock's Initial Public Offering, including unit composition and the reconciliation of IPO proceeds - On May 2, 2022, the Company consummated its Initial Public Offering of **7,875,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$78,750,000**[62](index=62&type=chunk) - Each unit consists of one Class A ordinary share, one-half of one redeemable warrant, and one right, with each right entitling the holder to receive one-tenth of one ordinary share upon consummation of a Business Combination[63](index=63&type=chunk) | IPO Proceeds Reconciliation | June 30, 2024 | December 31, 2023 | | :-------------------------- | :------------ | :---------------- | | Gross proceeds | $78,750,000 | $78,750,000 | | Less: Proceeds allocated to public warrants and rights | $(6,898,500) | $(6,898,500) | | Less: Offering costs of public shares | $(4,647,702) | $(4,647,702) | | Less: Redemption of shares | $(56,537,577) | $(55,265,334) | | Plus: Accretion of carrying value to redemption value | $16,710,560 | $15,969,750 | | Plus: Monthly extension fees| $1,000,000 | $600,000 | | Ordinary shares subject to possible redemption | $28,376,781 | $28,508,214 | [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants, including the proceeds generated and the exercise terms of these warrants - On May 2, 2022, the Company sold **3,762,500 Private Placement Warrants** at **$1.00 per warrant**, generating gross proceeds of **$3,762,500**[67](index=67&type=chunk) - Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at **$11.50 per share** and will expire worthless if a Business Combination is not completed within the Combination Period[67](index=67&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details financial arrangements and agreements between ClimateRock and its related parties, including loans, convertible notes, and administrative/advisory service fees - The Sponsor converted **1,968,749 Class B ordinary shares** to Class A ordinary shares on March 31, 2023, and now owns **1,968,749 Class A ordinary shares** and one Class B ordinary share[69](index=69&type=chunk) - The Company has multiple unsecured, non-interest-bearing loan agreements with Eternal B.V., an affiliate, totaling **$2,689,785** outstanding as of June 30, 2024. These loans will accrue **5% interest per month** if not repaid within 10 days of a Business Combination[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - Convertible promissory notes (2023 and 2024 Extension Notes) totaling **$1,000,000** outstanding as of June 30, 2024, were issued to the Sponsor to fund monthly installments into the Trust Account for public shares not redeemed[79](index=79&type=chunk)[80](index=80&type=chunk) - The Company has an administrative services agreement with Gluon Group, an affiliate, for a monthly fee of **$10,000**, with **$244,941** accrued as of June 30, 2024[81](index=81&type=chunk) - Advisory services are provided by Gluon Partners LLP, with a Transaction Success Fee of **$250,000** upon successful completion of a transaction with an aggregate purchase price of **$400,000,000 or more**[82](index=82&type=chunk)[84](index=84&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines ClimateRock's contractual obligations, including deferred underwriting commissions and details regarding past and current business combination agreements - The Company has a deferred underwriting commission of **$2,362,500** payable to Maxim Group LLC, contingent upon the completion of a Business Combination[90](index=90&type=chunk) - The Business Combination Agreement with E.E.W. Eco Energy World PLC was terminated on November 29, 2023, due to unfulfilled closing conditions[106](index=106&type=chunk) - On December 30, 2023, ClimateRock entered into a new Business Combination Agreement with GreenRock, Holdings, and Merger Sub, involving a merger where ClimateRock becomes a wholly-owned subsidiary of Holdings[107](index=107&type=chunk) [NOTE 7. SHAREHOLDERS' EQUITY](index=23&type=section&id=NOTE%207.%20SHAREHOLDERS'%20EQUITY) This note provides details on ClimateRock's share capital, including the number of outstanding ordinary shares, and the terms governing warrants and rights - As of June 30, 2024, there were **2,086,874 Class A ordinary shares** and one Class B ordinary share issued and outstanding. No preference shares were outstanding[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - Warrants become exercisable 30 days after a Business Combination or 12 months from the IPO closing, provided an effective registration statement is in place. They expire five years after a Business Combination or earlier upon redemption/liquidation[112](index=112&type=chunk) - Each holder of a Right will automatically receive **one-tenth (1/10) of one ordinary share** upon consummation of a Business Combination, without additional consideration[118](index=118&type=chunk) [NOTE 8. SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after June 30, 2024, including amendments to loan agreements and the establishment of a new loan facility - Subsequent to June 30, 2024, the Company and Eternal B.V. amended several loan agreements (Second, Third, Fifth, and Sixth Eternal Loans) to extend their final repayment dates to March 31, 2025, or January 1, 2025, respectively, or earlier upon a business combination[122](index=122&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) - On August 5, 2024, the Company entered into a new Seventh Eternal Loan agreement with Eternal B.V. for up to **$1,500,000**, unsecured and non-interest-bearing, with a final repayment date of March 31, 2025[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on ClimateRock's financial condition and operational results, highlighting its status as a blank check company seeking a business combination in climate-related industries. It details the company's financial performance, liquidity, related-party transactions, and the impact of recent regulatory changes on its operations [Overview](index=26&type=section&id=Overview) This overview introduces ClimateRock as a blank check company seeking a business combination in climate-related sectors and discusses the impact of new SEC regulations - ClimateRock is a blank check company focused on business combinations in environmental protection, renewable energy, and climate change, targeting companies with strong management, positive cash flows, and clear growth pathways[131](index=131&type=chunk) - The Company has not yet commenced operations and will not generate operating revenues until the completion of its initial Business Combination, relying on interest income from its Trust Account[132](index=132&type=chunk)[149](index=149&type=chunk) - The SEC's 2024 SPAC Rules, effective July 1, 2024, may materially affect the Company's ability to negotiate and complete its initial Business Combination and increase associated costs and time[139](index=139&type=chunk) [Business Combination with EEW](index=28&type=section&id=Business%20Combination%20with%20EEW) This section details the termination of ClimateRock's initial business combination agreement with E.E.W. Eco Energy World PLC due to unfulfilled conditions - The Business Combination Agreement with E.E.W. Eco Energy World PLC, initially entered on October 6, 2022, and amended on August 3, 2023, was terminated on November 29, 2023, due to unfulfilled closing conditions[141](index=141&type=chunk)[142](index=142&type=chunk) [GreenRock Business Combination](index=28&type=section&id=GreenRock%20Business%20Combination) This section outlines ClimateRock's new merger agreement with GreenRock, Holdings, and Merger Sub, establishing a new structure for the business combination - On December 30, 2023, ClimateRock entered into the GreenRock Merger Agreement, under which ClimateRock will merge into SPAC Merger Sub, becoming a wholly-owned subsidiary of Pubco, and GreenRock will merge into Company Merger Sub, also becoming a wholly-owned subsidiary of Pubco[143](index=143&type=chunk) [Extensions of Our Business Combination Period](index=28&type=section&id=Extensions%20of%20Our%20Business%20Combination%20Period) This section details shareholder approvals for extending the business combination period, including associated share redemptions and funding mechanisms - On April 27, 2023, shareholders approved an extension of the Business Combination period to May 2, 2024, resulting in the redemption of **5,297,862 Class A ordinary shares** for approximately **$55.27 million**[145](index=145&type=chunk) - On April 29, 2024, shareholders approved a further extension to May 2, 2025, leading to the redemption of **111,915 ordinary shares** for approximately **$1.27 million**[146](index=146&type=chunk) - The Sponsor issued the 2023 Extension Note (**$900,000**) and 2024 Extension Note (**$600,000**) to fund monthly deposits into the Trust Account for the benefit of non-redeeming public shareholders[145](index=145&type=chunk)[148](index=148&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section analyzes ClimateRock's financial performance, focusing on net loss/income, dividend income, and operating costs for the reported periods | Operating Results (Unaudited) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(254,323) | $106,798 | $(581,834) | $558,650 | | Dividend income (Trust Account)| $368,183 | $546,053 | $740,810 | $1,404,530 | | Formation and operating costs | $592,646 | $409,375 | $1,262,807 | $786,000 | | Administrative service fees | $30,000 | $30,000 | $60,000 | $60,000 | - The Company reported a net loss of **$254,323** for the three months ended June 30, 2024, compared to a net income of **$106,798** for the same period in 2023, primarily due to increased formation and operating costs and decreased dividend income[150](index=150&type=chunk)[151](index=151&type=chunk) [Factors That May Adversely Affect our Results of Operations](index=29&type=section&id=Factors%20That%20May%20Adversely%20Affect%20our%20Results%20of%20Operations) This section identifies various economic and market uncertainties that could negatively impact ClimateRock's financial results and its ability to complete a business combination - Results of operations and ability to complete a Business Combination may be adversely affected by economic uncertainty and volatility, including downturns in financial markets, inflation, interest rate increases, supply chain disruptions, and geopolitical instability[152](index=152&type=chunk) [Liquidity, Capital Reserves and Going Concern](index=29&type=section&id=Liquidity,%20Capital%20Reserves%20and%20Going%20Concern) This section discusses ClimateRock's financial liquidity, capital resources, and the substantial doubt regarding its ability to continue as a going concern - As of June 30, 2024, the Company had a cash balance of **$6,077** and a working capital deficit of **$4,941,127**, raising substantial doubt about its ability to continue as a going concern[166](index=166&type=chunk) - The Company relies on related-party loans and convertible promissory notes from its Sponsor and affiliates to finance transaction costs and extend the Business Combination period[154](index=154&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - The total outstanding balance of related-party loans was **$2,689,785** as of June 30, 2024, and convertible promissory notes totaled **$1,000,000**[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) [Off-Balance Sheet Arrangements](index=31&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that ClimateRock had no off-balance sheet arrangements as of June 30, 2024 - As of June 30, 2024, the Company had no obligations, assets, or liabilities considered off-balance sheet arrangements[167](index=167&type=chunk) [Contractual Obligations](index=31&type=section&id=Contractual%20Obligations) This section details ClimateRock's various contractual commitments, including deferred underwriting commissions, legal fees, and advisory service fees, contingent on a business combination - The Company has a deferred underwriting commission of **$2,362,500** payable upon completion of an initial Business Combination[170](index=170&type=chunk) - Legal fees from Ellenoff, Grossman & Schole LLP include a deferred portion of **$448,568** (**50% of outstanding balance**) contingent upon a successful Business Combination, plus a **20% premium**[172](index=172&type=chunk) - Maxim Group LLC is entitled to a success fee ranging from **$200,000 cash + $150,000 common stock** to **$500,000 cash + $500,000 cash/common stock**, depending on the cash in the Trust Account prior to a Business Combination[173](index=173&type=chunk) - ALANTRA Corporate Finance, S.A.U. is due a retainer and a success fee of at least **EUR 1,000,000** upon completion of a transaction[176](index=176&type=chunk)[177](index=177&type=chunk) - MZHCI, LLC provides consulting services for **$12,000 per month** pre-De-SPAC and **$15,000 per month** post-De-SPAC, plus **$120,000 worth of restricted common stock** upon successful close of the initial Business Combination[179](index=179&type=chunk) [Related Party Transactions](index=33&type=section&id=Related%20Party%20Transactions) This section outlines ClimateRock's financial dealings with related parties, including share conversions, loan agreements, convertible notes, and administrative and advisory service fees - The Sponsor converted **1,968,749 Class B ordinary shares** to Class A ordinary shares on March 31, 2023, retaining one Class B ordinary share[183](index=183&type=chunk) - The Company has multiple unsecured, non-interest-bearing loans from Eternal B.V., an affiliate, with outstanding balances totaling **$2,689,785** as of June 30, 2024. These loans will incur **5% monthly interest** if not repaid within 10 days of a Business Combination[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk)[190](index=190&type=chunk) - Convertible promissory notes from the Sponsor (2023 and 2024 Extension Notes) had outstanding balances of **$900,000** and **$100,000**, respectively, as of June 30, 2024, used to fund the Trust Account[193](index=193&type=chunk)[194](index=194&type=chunk) - Administrative services are provided by Gluon Group, an affiliate, for a monthly fee of **$10,000**, with **$244,941** accrued as of June 30, 2024[195](index=195&type=chunk) - Advisory services from Gluon Partners LLP include a Transaction Success Fee of **$250,000** for transactions over **$400,000,000**, and financing fees of **2.0% for debt** and **5.0% for equity financings**[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk) [Critical Accounting Estimates](index=36&type=section&id=Critical%20Accounting%20Estimates) This section highlights that preparing financial statements requires management to make significant estimates and assumptions impacting reported financial figures - The preparation of financial statements requires management to make estimates and assumptions that affect reported asset and liability amounts, contingent disclosures, and income/expenses[203](index=203&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, ClimateRock is not required to provide quantitative and qualitative disclosures about market risk in this Quarterly Report - The Company is a smaller reporting company and is exempt from providing quantitative and qualitative disclosures about market risk[204](index=204&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of ClimateRock's disclosure controls and procedures, concluding their effectiveness as of June 30, 2024, while acknowledging inherent limitations. It also confirms no material changes in internal control over financial reporting during the quarter - The Certifying Officers concluded that the Company's disclosure controls and procedures were effective as of June 30, 2024[206](index=206&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance due to inherent limitations and resource constraints[207](index=207&type=chunk) - There were no material changes to internal control over financial reporting during the quarter ended June 30, 2024[208](index=208&type=chunk) [PART II - OTHER INFORMATION](index=37&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information beyond financial statements, covering legal proceedings, risk factors, equity sales, defaults, and other disclosures [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) ClimateRock's management team is not aware of any pending or contemplated litigation against the company, its officers, or directors - To the knowledge of management, there is no litigation currently pending or contemplated against the Company, its officers, or directors[208](index=208&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, ClimateRock is not required to include risk factors in this Quarterly Report but refers readers to previous filings for comprehensive risk disclosures, including those related to its operations and the GreenRock Business Combination - As a smaller reporting company, ClimateRock is not required to include risk factors in this Quarterly Report[209](index=209&type=chunk) - Readers are directed to previous filings (IPO Registration Statement, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and definitive proxy statements) for additional risks[209](index=209&type=chunk) - Risks related to GreenRock and the GreenRock Business Combination are detailed in the Registration Statement on Form F-4 filed by Pubco[210](index=210&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities during the period. It also details the use of proceeds from the Initial Public Offering and Private Placement, noting a material change in the redemption of ordinary shares during the quarter - There were no unregistered sales of equity securities during the period[210](index=210&type=chunk) - The planned use of proceeds from the Initial Public Offering and Private Placement has not materially changed, except for redemptions[211](index=211&type=chunk) - In connection with the 2024 EGM, **111,915 ordinary shares** were redeemed for approximately **$1.27 million** (**$11.37 per share**) from the Trust Account[212](index=212&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) ClimateRock reports no defaults upon senior securities during the quarterly period ended June 30, 2024 - There were no defaults upon senior securities during the quarterly period ended June 30, 2024[214](index=214&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to ClimateRock - Mine Safety Disclosures are not applicable to the Company[215](index=215&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) During the quarter ended June 30, 2024, no directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2024[216](index=216&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including amendments to the Memorandum and Articles of Association, promissory notes, loan agreements, and certifications - Exhibits include an amendment to the Amended and Restated Memorandum and Articles of Association, a promissory note dated April 30, 2024, and several loan agreements and amendments with Eternal BV dated August 5 and 6, 2024[220](index=220&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are included, along with Inline XBRL documents[220](index=220&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) This section contains the required signatures for the Quarterly Report, affirming its accuracy and completeness

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section provides ClimateRock's unaudited consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2024 [ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents ClimateRock's unaudited consolidated financial statements for the quarter ended March 31, 2024, including the balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and significant transactions [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section presents a snapshot of the company's assets, liabilities, and shareholders' deficit at specific points in time Consolidated Balance Sheet Highlights | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Cash | $316,030 | $57,290 | | Total current assets | $390,317 | $57,702 | | Cash in Trust Account | $29,105,841 | $28,508,214 | | TOTAL ASSETS | $29,496,158 | $28,565,916 | | Total current liabilities | $4,533,938 | $3,226,185 | | Total non-current liabilities | $2,362,500 | $2,412,500 | | TOTAL LIABILITIES | $6,896,438 | $5,638,685 | | Total shareholders' deficit | $(6,506,121) | $(5,580,983) | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss or income over specific periods Consolidated Statements of Operations (Three Months Ended March 31) | Metric | March 31, 2024 | March 31, 2023 | | :-------------------------- | :------------- | :------------- | | Operating expenses | $(700,161) | $(386,791) | | Net loss from operations | $(700,161) | $(386,791) | | Total other income | $372,650 | $838,643 | | Net (loss) income | $(327,511) | $451,852 | | Basic and diluted EPS (Redeemable) | $0.03 | $0.07 | | Basic and diluted EPS (Non-redeemable) | $(0.20) | $(0.04) | - The company reported a net loss of **$327,511** for the three months ended March 31, 2024, a significant decrease from a net income of **$451,852** in the same period of 2023. This change is primarily driven by increased operating costs and a decrease in dividend income from the Trust Account[13](index=13&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) [Unaudited Consolidated Statements of Changes in Shareholders' Deficit](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section outlines the changes in the company's accumulated deficit and total shareholders' deficit over a period Changes in Shareholders' Deficit | Metric | January 1, 2024 | March 31, 2024 | | :-------------------------- | :-------------- | :------------- | | Accumulated Deficit | $(5,581,192) | $(6,506,330) | | Total Shareholders' Deficit | $(5,580,983) | $(6,506,121) | - The total shareholders' deficit increased from **$(5,580,983)** at January 1, 2024, to **$(6,506,121)** at March 31, 2024, primarily due to a net loss of **$(327,511)** and an adjustment to increase Class A ordinary shares subject to possible redemption[15](index=15&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash generated and used by the company across operating, investing, and financing activities Consolidated Statements of Cash Flows (Three Months Ended March 31) | Cash Flow Activity | March 31, 2024 | March 31, 2023 | | :-------------------------- | :------------- | :------------- | | Net cash used in operating activities | $(582,392) | $(407,253) | | Net cash used in investing activities | $(225,000) | $0 | | Net cash provided by financing activities | $1,066,132 | $50,000 | | Net increase (decrease) in cash and cash equivalents | $258,740 | $(357,253) | | Cash and cash equivalents at end of period | $316,030 | $54,458 | - Net cash used in operating activities increased to **$(582,392)** in Q1 2024 from **$(407,253)** in Q1 2023. Investing activities saw a net cash outflow of **$225,000** in Q1 2024, compared to no activity in Q1 2023. Financing activities provided significantly more cash, **$1,066,132** in Q1 2024 versus **$50,000** in Q1 2023, primarily from related party loans and convertible promissory notes[17](index=17&type=chunk)[19](index=19&type=chunk) [Notes to the Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the consolidated financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes ClimateRock's formation, business purpose as a SPAC, and its current operational status - ClimateRock is a Cayman Islands blank check company incorporated on December 6, 2021, focused on effecting a business combination in climate change, environment, renewable energy, and clean technologies. As of March 31, 2024, the company had not commenced operations, with all activities related to its formation, IPO, and search for a target[20](index=20&type=chunk)[22](index=22&type=chunk)[131](index=131&type=chunk) - The company consummated its Initial Public Offering (IPO) on May 2, 2022, raising **$78,750,000** from 7,875,000 units at **$10.00** per unit. Simultaneously, a private placement of 3,762,500 warrants generated **$3,762,500**[23](index=23&type=chunk)[24](index=24&type=chunk) - The company extended its business combination period to May 2, 2025, following shareholder approval at the 2024 EGM. This extension involved redemptions of **111,915** shares, removing approximately **$1.27 million** from the Trust Account[31](index=31&type=chunk)[123](index=123&type=chunk) - As of March 31, 2024, the company had a cash balance of **$316,030** and a working capital deficit of **$4,143,621**, raising substantial doubt about its ability to continue as a going concern without additional funding from the Sponsor or related parties[32](index=32&type=chunk)[161](index=161&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the company's financial statements - The financial statements are prepared in conformity with GAAP for interim financial information. The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[34](index=34&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) Cash and Cash Equivalents | Account | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Working Capital Account | $316,030 | $57,290 | | Trust Account | $29,105,841 | $28,508,214 | | Dividend income on Trust Account (3 months ended March 31) | $372,627 | $858,477 | - Ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period, with changes affecting additional paid-in capital or accumulated deficit[44](index=44&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the proceeds, structure, and key terms of the company's Initial Public Offering - On May 2, 2022, the Company consummated its IPO of **7,875,000** Units at **$10.00** per Unit, generating gross proceeds of **$78,750,000**. Each unit consists of one Class A ordinary share, one-half of one redeemable warrant, and one right[58](index=58&type=chunk)[59](index=59&type=chunk) Class A Ordinary Shares Subject to Possible Redemption | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Gross proceeds | $78,750,000 | $78,750,000 | | Redemption of shares | $(55,265,334) | $(55,265,334) | | Accretion to redemption value | $16,342,377 | $15,969,750 | | Monthly extension fees | $825,000 | $600,000 | | Ordinary shares subject to possible redemption | $29,105,841 | $28,508,214 | [NOTE 4. PRIVATE PLACEMENT](index=15&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants and the proceeds generated from this transaction - On May 2, 2022, the Company sold **3,762,500** Private Placement Warrants at **$1.00** per warrant, generating gross proceeds of **$3,762,500**. These warrants are exercisable to purchase one Class A ordinary share at **$11.50** per share and will expire worthless if a Business Combination is not completed within the Combination Period[63](index=63&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses financial transactions and agreements between the company and its related parties, including the Sponsor and affiliates - The Sponsor initially received **2,156,250** Class B ordinary shares (Founder Shares) for **$25,000**. After partial exercise of the over-allotment option, **1,968,750** Founder Shares remained outstanding. On March 31, 2023, **1,968,749** Class B shares were converted to Class A shares[65](index=65&type=chunk)[66](index=66&type=chunk) Related Party Loans (Eternal B.V.) | Loan Type | March 31, 2024 Outstanding Balance | December 31, 2023 Outstanding Balance | | :------------------ | :--------------------------------- | :------------------------------------ | | Second Eternal Loan | $170,603 | $170,603 | | Third Eternal Loan | $300,000 | $300,000 | | Fourth Eternal Loan | $50,000 | $50,000 | | Fifth Eternal Loan | $653,619 | $500,000 | | Sixth Eternal Loan | $1,123,434 | $357,302 | | Total Loan Payable | $2,297,656 | $1,481,524 | - The company has multiple unsecured, interest-free loans from Eternal B.V., an affiliate, totaling **$2,297,656** as of March 31, 2024. These loans become interest-bearing at **5%** per month if not repaid within 10 days of a Business Combination[72](index=72&type=chunk)[9](index=9&type=chunk) - A convertible promissory note (2023 Extension Note) of **$900,000** was issued to the Sponsor on May 2, 2023, for monthly deposits into the Trust Account. As of March 31, 2024, the outstanding balance was **$900,000**[74](index=74&type=chunk) - The company pays a monthly administrative service fee of **$10,000** to Gluon Group, an affiliate of the Sponsor. As of March 31, 2024, **$214,941** was accrued for these services[75](index=75&type=chunk) - Advisory services agreements with Gluon Partners LLP include a Transaction Success Fee, initially up to **$1,000,000**, later reduced to **$250,000** for transactions over **$400,000,000**. Additional fees apply for financing introduced by Gluon[76](index=76&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - On December 30, 2023, ClimateRock entered into a Business Combination Agreement with GreenRock, a related party through shared management, for a merger transaction[81](index=81&type=chunk)[101](index=101&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations, potential liabilities, and contingent agreements - Holders of Founder Shares and Private Placement Warrants have registration rights. The company bears the expenses for filing registration statements[82](index=82&type=chunk) - The underwriters received an initial cash discount of **$1,181,250** and are entitled to a deferred underwriting commission of **$2,362,500**, payable only upon completion of a Business Combination[84](index=84&type=chunk) - The company issued **118,125** Class A ordinary shares (Representative Shares) to Maxim and/or its designees as an offering cost, valued at **$946,181**. These shares are subject to transfer restrictions and waiver of redemption rights[87](index=87&type=chunk) - The company has various transaction expense agreements, including with Ellenoff, Grossman & Schole LLP (EGS), Maxim, ALANTRA Corporate Finance, and MZHCI, LLC, for legal, financial advisory, and consulting services, with fees often contingent on the successful completion of a Business Combination[90](index=90&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[96](index=96&type=chunk) - The Business Combination Agreement with E.E.W. Eco Energy World PLC (EEW) was terminated on November 29, 2023, as closing conditions were not met. Subsequently, on December 30, 2023, ClimateRock entered into a new merger agreement with GreenRock[100](index=100&type=chunk)[101](index=101&type=chunk) [NOTE 7. SHAREHOLDERS' EQUITY](index=22&type=section&id=NOTE%207.%20SHAREHOLDERS'%20EQUITY) This note details the authorized and outstanding shares, warrants, and rights, along with their key terms Authorized and Outstanding Shares (March 31, 2024) | Share Class | Authorized Shares | Issued and Outstanding Shares | | :------------------ | :---------------- | :---------------------------- | | Class A Ordinary | 479,000,000 | 2,086,874 | | Class B Ordinary | 20,000,000 | 1 | | Preference Shares | 1,000,000 | 0 | - Warrants become exercisable 30 days after a Business Combination or 12 months from IPO closing, provided a registration statement is effective. The company may call warrants for redemption under specific conditions, including if the ordinary share price exceeds **$18.00** for 20 trading days[108](index=108&type=chunk)[109](index=109&type=chunk) - Each Right entitles the holder to receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination. Rights will expire worthless if a Business Combination is not completed within the Combination Period[115](index=115&type=chunk)[117](index=117&type=chunk) [NOTE 8. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) This note reports significant events that occurred after the balance sheet date but before the financial statements were issued - On April 10, 2024, Nasdaq notified the company of non-compliance with the **400** Public Holders minimum requirement for continued listing[119](index=119&type=chunk) - Two independent directors, Ms. Caroline Harding and Mr. Randolph Sesson, Jr., resigned effective April 26, 2024, for personal reasons[121](index=121&type=chunk)[122](index=122&type=chunk) - On April 29, 2024, the 2024 EGM approved extending the Business Combination period to May 2, 2025. This resulted in **111,915** shares being redeemed, removing approximately **$1.27 million** from the Trust Account[123](index=123&type=chunk) - On April 30, 2024, the company issued a **$600,000** convertible promissory note (2024 Extension Note) to the Sponsor, to be deposited into the Trust Account in monthly installments to benefit unredeemed Public Shares[124](index=124&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=26&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on ClimateRock's financial condition and operational results, highlighting its status as a blank check company, its search for a business combination, and the financial implications of its activities, including liquidity challenges and related-party transactions [Overview](index=26&type=section&id=Overview) This section provides a general description of ClimateRock's business as a blank check company and its primary objective of effecting a business combination - ClimateRock is a blank check company formed to effect an initial Business Combination, focusing on environmental protection, renewable energy, and climate change industries. It has not yet commenced operations and generates non-operating income from interest on IPO proceeds[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) - The company's IPO on May 2, 2022, raised **$78,750,000**, with proceeds placed in a Trust Account. The initial Business Combination must have a fair market value of at least **80%** of the net assets in the Trust Account[132](index=132&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Business Combination with EEW](index=27&type=section&id=Business%20Combination%20with%20EEW) This section details the termination of the previously announced business combination agreement with E.E.W. Eco Energy World PLC - The Business Combination Agreement with E.E.W. Eco Energy World PLC (EEW), initially signed on October 6, 2022, and amended on August 3, 2023, was terminated on November 29, 2023, due to unmet closing conditions[138](index=138&type=chunk)[139](index=139&type=chunk) [Extensions of Our Business Combination Period](index=28&type=section&id=Extensions%20of%20Our%20Business%20Combination%20Period) This section outlines the company's efforts and shareholder approvals to extend the deadline for completing a business combination - The company extended its Business Combination period to May 2, 2024, at the 2023 EGM, leading to redemptions of **5,297,862** shares and the issuance of a **$900,000** convertible promissory note to the Sponsor[141](index=141&type=chunk) - Further extension to May 2, 2025, was approved at the 2024 EGM, resulting in redemptions of **111,915** shares and the issuance of a new **$600,000** convertible promissory note to the Sponsor[142](index=142&type=chunk)[143](index=143&type=chunk) [GreenRock Business Combination](index=28&type=section&id=GreenRock%20Business%20Combination) This section describes the new merger agreement entered into with GreenRock, outlining the structure of the proposed transaction - On December 30, 2023, ClimateRock entered into the GreenRock Merger Agreement, which involves a merger of ClimateRock into a subsidiary of Holdings, with ClimateRock becoming a wholly-owned subsidiary of Pubco, and Holdings acquiring GreenRock shares[144](index=144&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on net loss, operating costs, and non-operating income for the period - For the three months ended March 31, 2024, the company reported a net loss of **$327,511**, compared to a net income of **$451,852** for the same period in 2023. This shift is primarily due to higher formation and operating costs (**$670,161** in 2024 vs. **$356,791** in 2023) and lower dividend income from the Trust Account (**$372,627** in 2024 vs. **$858,477** in 2023)[148](index=148&type=chunk)[149](index=149&type=chunk) - The company does not generate operating revenues and expects increased expenses as a public company and for due diligence related to a Business Combination[146](index=146&type=chunk) [Liquidity, Capital Reserves and Going Concern](index=29&type=section&id=Liquidity,%20Capital%20Reserves%20and%20Going%20Concern) This section discusses the company's cash position, working capital deficit, and its ability to continue operations without additional funding - As of March 31, 2024, the company had a cash balance of **$316,030** and a working capital deficit of **$4,143,621**. These conditions raise substantial doubt about the company's ability to continue as a going concern for one year from the financial statement issuance date[161](index=161&type=chunk) - The company relies on additional funding from the Sponsor or other related parties to finance transaction costs and address its working capital deficit, with no assurance of successful Business Combination by May 2, 2025[151](index=151&type=chunk)[161](index=161&type=chunk) Related Party Loans Outstanding | Loan Type | March 31, 2024 Outstanding Balance | | :------------------ | :--------------------------------- | | Second Eternal Loan | $170,603 | | Third Eternal Loan | $300,000 | | Fourth Eternal Loan | $50,000 | | Fifth Eternal Loan | $653,619 | | Sixth Eternal Loan | $1,123,434 | | 2023 Extension Note | $900,000 | [Off-Balance Sheet Arrangements](index=30&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements as of the reporting date - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of March 31, 2024[162](index=162&type=chunk) [Contractual Obligations](index=31&type=section&id=Contractual%20Obligations) This section details the company's various contractual commitments, including deferred underwriting commissions and advisory fees - The company has contractual obligations including registration rights for founder shares and private placement warrants, deferred underwriting commissions of **$2,362,500** payable upon a Business Combination, and various transaction-related fees to legal and financial advisors (EGS, Maxim, ALANTRA, MZHCI) that are often contingent on the successful completion of a Business Combination[163](index=163&type=chunk)[164](index=164&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk)[173](index=173&type=chunk) [Related Party Transactions](index=32&type=section&id=Related%20Party%20Transactions) This section provides further details on financial dealings and agreements with the company's Sponsor and affiliated entities - The Sponsor initially purchased **2,156,250** Founder Shares for **$25,000**. After forfeiture and conversion, the Sponsor holds **1,968,749** Class A ordinary shares and one Class B ordinary share[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) - The company has six unsecured, interest-free loans from Eternal B.V., an affiliate, totaling **$2,297,656** as of March 31, 2024. These loans accrue **5%** monthly interest if not repaid within 10 days of a Business Combination[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) - Two convertible promissory notes (2023 and 2024 Extension Notes) were issued to the Sponsor for **$900,000** and **$600,000**, respectively, to fund monthly deposits into the Trust Account for public shareholders[185](index=185&type=chunk)[186](index=186&type=chunk) - Administrative services are provided by Gluon Group, an affiliate, for a monthly fee of **$10,000**, with **$214,941** accrued as of March 31, 2024. Advisory services from Gluon Partners LLP involve success fees and financing fees[187](index=187&type=chunk)[188](index=188&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) [Critical Accounting Estimates](index=35&type=section&id=Critical%20Accounting%20Estimates) This section highlights the significant judgments and assumptions made by management in preparing the financial statements - The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts, as detailed in Note 2, 'Summary of Significant Accounting Policies'[195](index=195&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=36&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, ClimateRock is not required to provide quantitative and qualitative disclosures about market risk - ClimateRock is a smaller reporting company and is exempt from providing quantitative and qualitative disclosures about market risk[197](index=197&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=36&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management evaluated the effectiveness of the company's disclosure controls and procedures, concluding they were effective as of March 31, 2024. No material changes to internal control over financial reporting occurred during the quarter - The Certifying Officers concluded that the company's disclosure controls and procedures were effective as of March 31, 2024[199](index=199&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended March 31, 2024[201](index=201&type=chunk) [PART II - OTHER INFORMATION](index=36&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers various non-financial disclosures, including legal proceedings, risk factors, and equity security sales [ITEM 1. LEGAL PROCEEDINGS](index=36&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) There are no legal proceedings currently pending or contemplated against ClimateRock or its officers and directors - To the knowledge of management, there is no litigation currently pending or contemplated against the company, its officers, or directors[201](index=201&type=chunk) [ITEM 1A. RISK FACTORS](index=37&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, ClimateRock is not required to include risk factors in this Quarterly Report but refers readers to previous filings for comprehensive risk disclosures - As a smaller reporting company, ClimateRock is not required to include risk factors in this Quarterly Report. Readers are directed to previous filings (IPO Registration Statement, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and definitive proxy statements) for additional risks[202](index=202&type=chunk) - Risks related to GreenRock and the GreenRock Business Combination are detailed in the Registration Statement on Form F-4 filed by Pubco[203](index=203&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=37&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities during the period, and the use of proceeds from the IPO and Private Placement remains consistent with prior disclosures - There were no unregistered sales of equity securities during the quarterly period[203](index=203&type=chunk) - The planned use of proceeds from the Initial Public Offering and Private Placement has not materially changed from previous disclosures[204](index=204&type=chunk) - No repurchases of equity securities by the company or affiliates occurred during the quarter[205](index=205&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=37&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[205](index=205&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=37&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Mine safety disclosures are not applicable to ClimateRock - Mine safety disclosures are not applicable to the company[205](index=205&type=chunk) [ITEM 5. OTHER INFORMATION](index=37&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter - None of the company's directors or officers adopted or terminated any 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the quarterly period ended March 31, 2024[206](index=206&type=chunk) [ITEM 6. EXHIBITS](index=38&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report, including merger agreements, promissory notes, consulting agreements, and certifications - Key exhibits include the Agreement and Plan of Merger with GreenRock (December 30, 2023), an amendment to the Memorandum and Articles of Association (May 3, 2024), a Promissory Note with U.N. SDG Support LLC (April 30, 2024), and a Consulting Agreement with MZHCI, LLC (January 4, 2024)[208](index=208&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer (pursuant to Rule 13a-14(a) and 18 U.S.C. 1350) are included, along with Inline XBRL Instance Document and Taxonomy Extension Documents[208](index=208&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) This section formally attests to the accuracy and completeness of the report by the company's principal officers - The report is signed by Per Regnarsson, Chief Executive Officer, and Abhishek Bawa, Chief Financial Officer, on May 15, 2024[210](index=210&type=chunk)

PART I [Item 1. Business.](index=9&type=section&id=Item%201.%20Business.) ClimateRock, a blank check company, seeks to acquire a sustainable energy target in OECD countries, recently shifting from EEW to a merger agreement with GreenRock by **May 2, 2024** [Overview](index=9&type=section&id=Overview) - ClimateRock is a blank check company formed on **December 6, 2021**, focused on acquiring a target within the sustainable energy industry in OECD countries, such as GreenRock[22](index=22&type=chunk) - The **2024 SPAC Rules**, effective **July 1, 2024**, may materially affect the company's ability to negotiate and complete its initial business combination, potentially increasing costs and time[23](index=23&type=chunk)[10](index=10&type=chunk) [Initial Public Offering](index=9&type=section&id=Initial%20Public%20Offering) - On **May 2, 2022**, ClimateRock consummated its IPO of **7,875,000 units** at **$10.00 per unit**, generating gross proceeds of **$78,750,000**[24](index=24&type=chunk) - Simultaneously, **3,762,500 private placement warrants** were sold to the sponsor for **$3,762,500**, with a total of **$79,931,250** placed in a trust account[25](index=25&type=chunk) [Extension of our Combination Period](index=9&type=section&id=Extension%20of%20our%20Combination%20Period) - On **April 27, 2023**, shareholders approved an extension of the business combination deadline from **November 2, 2023**, to **May 2, 2024**[27](index=27&type=chunk) - In connection with the extension, shareholders holding **5,297,862 shares** redeemed their shares, resulting in **$55,265,334.22** (approximately **$10.43 per share**) being removed from the trust account[27](index=27&type=chunk) [Founder Share Conversion](index=10&type=section&id=Founder%20Share%20Conversion) - On **March 31, 2023**, **1,968,749 Class B ordinary shares** held by the sponsor were converted into an equal number of Class A ordinary shares[30](index=30&type=chunk) - Following the conversion and redemptions, the sponsor held **42.21%** of the outstanding Class A ordinary shares[30](index=30&type=chunk) [Termination of Proposed Business Combination with EEW](index=10&type=section&id=Termination%20of%20Proposed%20Business%20Combination%20with%20EEW) - ClimateRock terminated its Business Combination Agreement with E.E.W. Eco Energy World PLC on **November 29, 2023**, as closing conditions were not satisfied by the **September 30, 2023**, outside date[33](index=33&type=chunk) [GreenRock Business Combination](index=10&type=section&id=GreenRock%20Business%20Combination) - On **December 30, 2023**, ClimateRock entered into a merger agreement with GreenRock Corp, where ClimateRock will become a wholly-owned subsidiary of Holdings, and GreenRock will merge into Company Merger Sub, also becoming a wholly-owned subsidiary of Holdings[34](index=34&type=chunk)[35](index=35&type=chunk) - The merger consideration for GreenRock shareholders will be **44,685,000 newly-issued Holdings Ordinary Shares**, with **16,685,000 shares** held in escrow subject to GreenRock's Adjusted EBITDA targets for **2024**[37](index=37&type=chunk)[38](index=38&type=chunk) - The transaction requires approval from both ClimateRock's and GreenRock's shareholders, and the post-Closing board of Holdings will consist of seven individuals, with a majority being independent directors[42](index=42&type=chunk)[44](index=44&type=chunk) [Our Team](index=14&type=section&id=Our%20Team) - The management team is led by Per Regnarsson (CEO) and Charles Ratelband V (Executive Chairman), both with extensive experience in sustainable energy investment and management[59](index=59&type=chunk)[61](index=61&type=chunk) [Business and Investment Strategies](index=15&type=section&id=Business%20and%20Investment%20Strategies) - The investment strategy focuses on the sustainable energy industry in OECD countries, particularly within climate change, environment, renewable energy, and emerging clean technologies[63](index=63&type=chunk) - The company adheres to UN Principles for Responsible Investment (PRI) and ESG principles, aiming to contribute to Sustainable Development Goals **7, 11, 12, and 13**[65](index=65&type=chunk) [Business Combination Criteria](index=16&type=section&id=Business%20Combination%20Criteria) - Key criteria for evaluating business combinations include alignment with corporate values, differentiated technology, sustainable business models, defensible market positions, recurring revenues, growth potential, and positive environmental/social impact[71](index=71&type=chunk) [Competitive Strengths](index=18&type=section&id=Competitive%20Strengths) - Competitive strengths include a strong management team with extensive experience in acquisitions and renewable energy, broad sourcing channels, rigorous underwriting and execution capabilities, and public company operating expertise[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) [Initial Business Combination](index=18&type=section&id=Initial%20Business%20Combination) - Nasdaq rules require the business combination to have an aggregate fair market value of at least **80%** of the assets in the trust account[80](index=80&type=chunk) - The company must complete its initial business combination by **May 2, 2024**, with potential for further extensions requiring shareholder approval and redemption opportunities[82](index=82&type=chunk) - The sponsor has agreed to contribute **$75,000 per month** as a non-interest bearing loan to extend the combination period until **May 2, 2024**[83](index=83&type=chunk) [Our Business Combination Process](index=20&type=section&id=Our%20Business%20Combination%20Process) - The company conducts thorough due diligence, including financial and operational data review, management meetings, and legal reviews[85](index=85&type=chunk) - Conflicts of interest may arise due to officers and directors owning founder shares and private placement warrants, or having obligations to other entities[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) [Our Management Team](index=21&type=section&id=Our%20Management%20Team) - Management team members devote time as necessary to business combination matters and leverage their broad network of contacts in various industries[91](index=91&type=chunk)[92](index=92&type=chunk) [Status as a Public Company](index=21&type=section&id=Status%20as%20a%20Public%20Company) - Being a public company offers target businesses greater access to capital, enhanced management incentives, and increased profile, potentially making it a more expeditious and cost-effective method than a traditional IPO[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - ClimateRock is an 'emerging growth company' and 'smaller reporting company,' allowing it to take advantage of reduced disclosure and accounting compliance requirements[98](index=98&type=chunk)[101](index=101&type=chunk) [Effecting Our Initial Business Combination](index=23&type=section&id=Effecting%20Our%20Initial%20Business%20Combination) - The company intends to effectuate its initial business combination using cash from IPO proceeds, private placement warrants, sale of shares, debt, or a combination thereof[104](index=104&type=chunk) - Additional financing may be sought through private offerings of debt or equity securities, especially for larger target businesses[106](index=106&type=chunk) [Sources of Target Businesses](index=23&type=section&id=Sources%20of%20Target%20Businesses) - Target candidates are sourced from unaffiliated investment bankers, investment professionals, and the management team's broad network[107](index=107&type=chunk) - The company pays a monthly fee of **$10,000** to an affiliate of its sponsor for administrative services and reimburses out-of-pocket expenses related to identifying and completing a business combination[107](index=107&type=chunk) [Selection of a Target Business and Structuring of a Business Combination](index=24&type=section&id=Selection%20of%20a%20Target%20Business%20and%20Structuring%20of%20a%20Business%20Combination) - The business combination must have an aggregate fair market value of at least **80%** of the assets in the trust account, determined by the board or an independent firm[110](index=110&type=chunk) - The company will only complete a business combination where it owns or acquires **50% or more** of the target's voting securities or a controlling interest to avoid being an investment company[112](index=112&type=chunk) [Lack of Business Diversification](index=25&type=section&id=Lack%20of%20Business%20Diversification) - The company's success may depend entirely on the future performance of a single business, leading to risks associated with lack of diversification in a single industry[116](index=116&type=chunk)[118](index=118&type=chunk) [Limited Ability to Evaluate the Target Business' Management](index=26&type=section&id=Limited%20Ability%20to%20Evaluate%20the%20Target%20Business'%20Management) - There is no assurance that the assessment of a target business's management will be correct or that future management will have the necessary skills for a public company[120](index=120&type=chunk) [Shareholders May Not Have the Ability to Approve an Initial Business Combination](index=27&type=section&id=Shareholders%20May%20Not%20Have%20the%20Ability%20to%20Approve%20an%20Initial%20Business%20Combination) - The company will either seek shareholder approval with redemption rights or conduct a tender offer, but must maintain at least **$5,000,001** in net tangible assets post-combination[123](index=123&type=chunk)[124](index=124&type=chunk) - The sponsor, initial shareholders, officers, and directors have agreed to vote in favor of any proposed business combination and not to convert or sell their shares[125](index=125&type=chunk) [Permitted Purchases of Our Securities](index=28&type=section&id=Permitted%20Purchases%20of%20Our%20Securities) - The sponsor, initial shareholders, directors, officers, advisors, or their affiliates may purchase shares or public warrants in privately negotiated transactions or the open market to influence votes or meet closing conditions[130](index=130&type=chunk)[132](index=132&type=chunk) [Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination](index=29&type=section&id=Redemption%20Rights%20for%20Public%20Shareholders%20upon%20Completion%20of%20our%20Initial%20Business%20Combination) - Public shareholders have the opportunity to redeem their ordinary shares at a per-share price equal to the pro rata portion of the trust account, approximately **$11.06 per public share**[136](index=136&type=chunk) - The sponsor, officers, and directors have waived their redemption rights for founder shares and any public shares they hold[136](index=136&type=chunk) [Manner of Conducting Redemptions](index=29&type=section&id=Manner%20of%20Conducting%20Redemptions) - Redemptions can be conducted either in connection with a general meeting to approve the business combination or by means of a tender offer, at the company's discretion[137](index=137&type=chunk) - If shareholder approval is required, the company will complete the business combination only if an ordinary resolution (majority vote) is obtained under Cayman Islands law[145](index=145&type=chunk) [Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Shareholder Approval](index=31&type=section&id=Limitation%20on%20Redemption%20upon%20Completion%20of%20our%20Initial%20Business%20Combination%20if%20we%20Seek%20Shareholder%20Approval) - Public shareholders are restricted from seeking redemption rights for more than an aggregate of **15%** of the shares sold in the initial public offering ('Excess Shares') without prior consent[149](index=149&type=chunk) [Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights](index=32&type=section&id=Tendering%20Share%20Certificates%20in%20Connection%20with%20a%20Tender%20Offer%20or%20Redemption%20Rights) - Public shareholders exercising redemption rights may be required to tender their certificates to the transfer agent prior to the specified date or deliver shares electronically via the DWAC System[152](index=152&type=chunk) [Time to Complete Business Combination](index=33&type=section&id=Time%20to%20Complete%20Business%20Combination) - The company has until **May 2, 2024**, to consummate an initial business combination, with potential for extensions funded by sponsor loans of **$75,000 per month**[159](index=159&type=chunk) [Liquidation if No Business Combination](index=34&type=section&id=Liquidation%20if%20No%20Business%20Combination) - If no business combination is completed by **May 2, 2024**, the company will cease operations, redeem all public shares at a pro rata portion of the trust account (approximately **$11.06 per share**), and liquidate[161](index=161&type=chunk)[167](index=167&type=chunk) - Warrants will expire worthless if a business combination is not completed by the deadline[162](index=162&type=chunk) - The sponsor, officers, and directors have waived their rights to liquidating distributions from the trust account for founder shares[163](index=163&type=chunk) [Amended and Restated Memorandum and Articles of Association](index=37&type=section&id=Amended%20and%20Restated%20Memorandum%20and%20Articles%20of%20Association) - Key provisions include seeking shareholder approval or tender offer for business combinations, maintaining **$5,000,001** net tangible assets, and redeeming public shares if no combination by **May 2, 2024**[176](index=176&type=chunk) [Competition](index=38&type=section&id=Competition) - The company faces competitive disadvantages due to shareholder approval obligations, redemption rights, and outstanding warrants, but its public entity status and access to equity markets may offer advantages[180](index=180&type=chunk)[181](index=181&type=chunk) [Facilities](index=38&type=section&id=Facilities) - Principal executive offices are in London, United Kingdom, with costs covered by a **$10,000 per-month** fee paid to an affiliate of the sponsor[183](index=183&type=chunk) [Employees](index=39&type=section&id=Employees) - The company currently has two officers and no full-time employees, with officers dedicating time as needed for business combination efforts[185](index=185&type=chunk) [Periodic Reporting and Audited Financial Statements](index=39&type=section&id=Periodic%20Reporting%20and%20Audited%20Financial%20Statements) - As a public company, ClimateRock has reporting obligations with the SEC, including annual, quarterly, and current reports with audited financial statements[186](index=186&type=chunk) - The company is an 'emerging growth company,' allowing it to delay adoption of certain accounting standards until private companies are required to comply[99](index=99&type=chunk)[189](index=189&type=chunk) - ClimateRock is a blank check company formed to effect an initial business combination, primarily targeting the sustainable energy industry in OECD countries, including climate change, environment, renewable energy, and clean technologies[22](index=22&type=chunk) - The company terminated its proposed business combination with E.E.W. Eco Energy World PLC on **November 29, 2023**, due to unfulfilled closing conditions by the outside date of **September 30, 2023**[33](index=33&type=chunk) - On **December 30, 2023**, ClimateRock entered into a merger agreement with GreenRock Corp, involving a share exchange of **44,685,000 newly-issued Holdings Ordinary Shares**, with **16,685,000 escrowed shares** subject to GreenRock's Adjusted EBITDA targets for **2024**[34](index=34&type=chunk)[35](index=35&type=chunk)[37](index=37&type=chunk) [Item 1A. Risk Factors.](index=40&type=section&id=Item%201A.%20Risk%20Factors.) The company faces significant risks including failure to complete a business combination, conflicts of interest, new SEC SPAC rules, and material weaknesses in internal controls - Key risks include the inability to complete an initial business combination (including GreenRock), potential conflicts of interest for officers/directors, and the trust account funds not being protected against third-party claims[191](index=191&type=chunk) - The SEC's **2024 SPAC Rules**, effective **July 1, 2024**, will increase disclosure requirements and may affect the ability to negotiate and complete business combinations, potentially increasing costs and time[10](index=10&type=chunk)[201](index=201&type=chunk)[203](index=203&type=chunk) - The company has identified material weaknesses in internal control over financial reporting related to the classification of cash in the trust account and deferred underwriting commissions, leading to restatements of prior financial statements[213](index=213&type=chunk)[214](index=214&type=chunk)[216](index=216&type=chunk) [Item 1B. Unresolved Staff Comments.](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company has no unresolved staff comments applicable to its operations - The company has no unresolved staff comments[219](index=219&type=chunk) [Item 1C. Cybersecurity.](index=44&type=section&id=Item%201C.%20Cybersecurity.) ClimateRock, lacking internal data security investments, relies on third-party technologies, making it vulnerable to cyber incidents with limited remediation resources - As a blank check company, ClimateRock has no operations but relies on third-party digital technologies, making it susceptible to cyber incidents[220](index=220&type=chunk) - The company lacks significant investments in data security protection and sufficient resources to adequately protect against or remediate cyber vulnerabilities[198](index=198&type=chunk)[220](index=220&type=chunk) - Management reports cybersecurity incidents to the board and provides updates on response plans, but no incidents have been encountered since the IPO[220](index=220&type=chunk) [Item 2. Properties.](index=44&type=section&id=Item%202.%20Properties.) The company's principal executive offices are in London, with costs covered by a monthly administrative fee to an affiliate - The company's principal executive offices are located at **25 Bedford Square, London, WC1B 3HH, United Kingdom**[221](index=221&type=chunk) - The cost for the office space is included in the **$10,000 per month** fee paid to Gluon Group, an affiliate of the sponsor, for administrative services[183](index=183&type=chunk)[221](index=221&type=chunk) [Item 3. Legal Proceedings.](index=44&type=section&id=Item%203.%20Legal%20Proceedings.) No material litigation is currently pending or contemplated against the company or its officers and directors - There is no material litigation currently pending or contemplated against ClimateRock or its officers or directors[222](index=222&type=chunk) [Item 4. Mine Safety Disclosures.](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) Mine Safety Disclosures are not applicable to the company - Mine Safety Disclosures are not applicable to the company[222](index=222&type=chunk) PART II [Item 5. Market For Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.](index=45&type=section&id=Item%205.%20Market%20For%20Registrant's%20Common%20Equity,%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) ClimateRock's securities trade on Nasdaq, with limited holders; no dividends are planned before a business combination, and the sponsor holds **42.21%** of Class A shares post-conversion [Market Information](index=45&type=section&id=Market%20Information) - Units, public shares, public warrants, and public rights are traded on Nasdaq[224](index=224&type=chunk) [Holders](index=45&type=section&id=Holders) - As of **March 18, 2024**, there was one holder of record for units, two for Class A ordinary shares, one for warrants, and one for rights[225](index=225&type=chunk) [Dividends](index=45&type=section&id=Dividends) - The company has not paid cash dividends and does not intend to prior to completing its initial business combination[226](index=226&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=45&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) - No securities are authorized for issuance under equity compensation plans[227](index=227&type=chunk) [Recent Sales of Unregistered Securities](index=45&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) - On **March 31, 2023**, **1,968,749 Class B ordinary shares** were converted to Class A ordinary shares for the sponsor, which remain unregistered until demanded by the sponsor[227](index=227&type=chunk) - Following the conversion and redemptions, the sponsor held **42.21%** of the outstanding Class A ordinary shares[227](index=227&type=chunk) [Use of Proceeds from the Initial Public Offering](index=45&type=section&id=Use%20of%20Proceeds%20from%20the%20Initial%20Public%20Offering) - There has been no material change in the planned use of proceeds from the initial public offering and private placement[228](index=228&type=chunk) [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=45&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) - There were no purchases of equity securities by the issuer or affiliated purchasers[229](index=229&type=chunk) - ClimateRock's units, public shares, public warrants, and public rights are traded on Nasdaq under symbols 'CLRCU', 'CLRC', 'CLRCW', and 'CLRCR' respectively[224](index=224&type=chunk) - As of **March 18, 2024**, there were **4,664,012 Class A ordinary shares** and **1 Class B ordinary share** issued and outstanding[7](index=7&type=chunk) - The company has not paid any cash dividends and does not intend to prior to the completion of its initial business combination[226](index=226&type=chunk) - On **March 31, 2023**, **1,968,749 Class B ordinary shares** were converted to Class A ordinary shares, with the sponsor holding **42.21%** of the outstanding Class A ordinary shares[227](index=227&type=chunk) [Item 6. [RESERVED]](index=45&type=section&id=Item%206.%20%5BRESERVED%5D) This item is reserved and contains no information - Item 6 is reserved[229](index=229&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=46&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) ClimateRock, a blank check company, reported a net income of **$483,430** in 2023, driven by trust account interest, but faces going concern doubts due to working capital deficit and reliance on related-party loans [Overview](index=46&type=section&id=Overview) - ClimateRock is a Cayman Islands exempted company, a blank check company formed on **December 6, 2021**, to effect an initial business combination[232](index=232&type=chunk) - The company focuses on opportunities in environmental protection, renewable energy, and fighting climate change, targeting companies with established operating models and positive cash flow prospects[233](index=233&type=chunk) [Initial Public Offering](index=46&type=section&id=Initial%20Public%20Offering) - The IPO of **7,875,000 units** at **$10.00 per unit**, including over-allotment, generated **$78,750,000** gross proceeds on **May 2, 2022**[235](index=235&type=chunk) - Simultaneously, **3,762,500 private placement warrants** were sold to the sponsor for **$3,762,500**, with **$79,931,250** placed in the trust account[236](index=236&type=chunk)[239](index=239&type=chunk) [Extension of our Combination Period](index=47&type=section&id=Extension%20of%20our%20Combination%20Period) - The business combination deadline was extended from **November 2, 2023**, to **May 2, 2024**, following shareholder approval on **April 27, 2023**[241](index=241&type=chunk) - Shareholders redeemed **5,297,862 shares**, resulting in **$55,265,334** (approximately **$10.43 per share**) being removed from the trust account[241](index=241&type=chunk) [Founder Share Conversion](index=48&type=section&id=Founder%20Share%20Conversion) - On **March 31, 2023**, **1,968,749 Class B ordinary shares** were converted to Class A ordinary shares, with the sponsor holding **42.21%** of outstanding Class A shares post-redemptions[244](index=244&type=chunk) [Termination of the EEW Business Combination](index=48&type=section&id=Termination%20of%20the%20EEW%20Business%20Combination) - The Business Combination Agreement with EEW was terminated on **November 29, 2023**, due to unfulfilled closing conditions by the **September 30, 2023**, outside date[246](index=246&type=chunk) [GreenRock Business Combination](index=48&type=section&id=GreenRock%20Business%20Combination) - On **December 30, 2023**, ClimateRock entered into a merger agreement with GreenRock, where both companies will become wholly-owned subsidiaries of Pubco[247](index=247&type=chunk) [Results of Operations](index=48&type=section&id=Results%20of%20Operations) Net Income (Loss) Comparison | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :---------------- | :---------------------- | :---------------------- | | Net Income (Loss) | $483,430 | $(675,874) | | Dividend Income | $2,134,446 | $1,107,852 | | Operating Costs | $1,528,302 | $1,666,924 | [Factors That May Adversely Affect our Results of Operations](index=49&type=section&id=Factors%20That%20May%20Adversely%20Affect%20our%20Results%20of%20Operations) - Results of operations and ability to complete a business combination may be adversely affected by economic uncertainty, financial market volatility, inflation, interest rate increases, supply chain disruptions, and geopolitical instability[252](index=252&type=chunk) [Liquidity, Capital Reserves and Going Concern](index=49&type=section&id=Liquidity,%20Capital%20Reserves%20and%20Going%20Concern) - As of **December 31, 2023**, the company had a cash balance of **$57,290** and a working capital deficit of **$3,168,483**, raising substantial doubt about its ability to continue as a going concern[422](index=422&type=chunk) - The company relies on non-interest bearing, unsecured loans from Eternal (an affiliate) and a convertible promissory note from the Sponsor to finance operations and transaction costs[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk)[262](index=262&type=chunk) Related Party Loans Outstanding (as of Dec 31, 2023) | Loan Type | Outstanding Balance | Maturity Date | Interest Rate | | :------------------ | :------------------ | :------------ | :------------ | | Second Eternal Loan | $170,603 | Mar 31, 2024 | 0% | | Third Eternal Loan | $300,000 | Mar 31, 2024 | 0% | | Fourth Eternal Loan | $50,000 | Mar 31, 2025 | 0% | | Fifth Eternal Loan | $653,619 | May 1, 2024 | 0% | | Sixth Eternal Loan | $357,302 | Aug 1, 2024 | 0% | | Extension Note | $600,000 | May 2, 2024 | 0% | [Off-Balance Sheet Arrangements](index=50&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company has no off-balance sheet arrangements as of **December 31, 2023**[264](index=264&type=chunk) [Contractual Obligations](index=51&type=section&id=Contractual%20Obligations) - Holders of founder shares and private placement warrants are entitled to registration rights[266](index=266&type=chunk) - Underwriters are entitled to a deferred commission of **$2,362,500**, payable upon completion of an initial business combination, and a right of first refusal for future offerings[267](index=267&type=chunk)[268](index=268&type=chunk) - The company has agreements for legal (EGS), financial advisory (Maxim, ALANTRA), and consulting (Gluon Partners) services, with fees often contingent on successful business combination completion[269](index=269&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk)[277](index=277&type=chunk) [Critical Accounting Estimates](index=53&type=section&id=Critical%20Accounting%20Estimates) - The preparation of financial statements requires management to make estimates and assumptions in conformity with GAAP, which could materially differ from actual results[283](index=283&type=chunk) - ClimateRock is a blank check company with no operating revenues, generating non-operating income from interest on trust account proceeds[234](index=234&type=chunk)[249](index=249&type=chunk) Net Income (Loss) Comparison | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :---------------- | :---------------------- | :---------------------- | | Net Income (Loss) | $483,430 | $(675,874) | | Dividend Income | $2,134,446 | $1,107,852 | | Operating Costs | $1,528,302 | $1,666,924 | - As of **December 31, 2023**, the company had a cash balance of **$57,290** and a working capital deficit of **$3,168,483**, raising substantial doubt about its ability to continue as a going concern[422](index=422&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk.](index=54&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, ClimateRock is exempt from market risk disclosures - As a smaller reporting company, ClimateRock is exempt from providing quantitative and qualitative disclosures about market risk[285](index=285&type=chunk) [Item 8. Financial Statements and Supplementary Data.](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) Audited financial statements and supplementary data are incorporated by reference, commencing on page F-1 of this report - The audited financial statements and supplementary data are incorporated by reference and can be found starting on page F-1 of this report[286](index=286&type=chunk) [Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.](index=54&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20On%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes or disagreements with its accountants on financial disclosure matters - There have been no changes in or disagreements with accountants on accounting and financial disclosure[286](index=286&type=chunk) [Item 9A. Controls and Procedures.](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Disclosure controls were ineffective as of **December 31, 2023**, due to material weaknesses in financial statement classification, leading to restatements, despite partial remediation efforts [Evaluation of Disclosure Controls and Procedures](index=54&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The company's disclosure controls and procedures were concluded to be not effective as of **December 31, 2023**[288](index=288&type=chunk) [Material Weaknesses](index=54&type=section&id=Material%20Weaknesses) - Deficiencies in internal control over financial reporting were identified regarding the classification of cash and cash equivalents in the trust account and deferred underwriting commissions[290](index=290&type=chunk) - These deficiencies resulted in accounting errors and required the restatement of previously issued financial statements[290](index=290&type=chunk) [Partial Remediation of Material Weakness](index=55&type=section&id=Partial%20Remediation%20of%20Material%20Weakness) - Management successfully remediated the material weakness related to properly recording and accruing expenses as of **December 31, 2023**[292](index=292&type=chunk)[293](index=293&type=chunk) [Management's Annual Report on Internal Controls Over Financial Reporting](index=55&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) - Management determined that the company did not maintain effective internal control over financial reporting as of **December 31, 2023**, due to the identified material weaknesses[296](index=296&type=chunk) - Remediation steps include expanding and improving the review process for complex securities and accounting standards[298](index=298&type=chunk) [Changes in Internal Control Over Financial Reporting](index=56&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - Other than the discussed material weaknesses and remediation efforts, there have been no other material changes to internal control over financial reporting during **2023**[300](index=300&type=chunk) - Disclosure controls and procedures were not effective as of **December 31, 2023**, due to material weaknesses[288](index=288&type=chunk) - Material weaknesses were identified in internal control over financial reporting relating to the classification of cash and cash equivalents held in the trust account and deferred underwriting commissions[290](index=290&type=chunk) - These accounting errors led to the restatement of previously issued financial statements for multiple periods, including the audited balance sheet as of **May 2, 2022**, and subsequent quarterly and annual reports[290](index=290&type=chunk) - Management has remediated a previously reported material weakness related to properly recording and accruing expenses through enhanced controls and oversight[292](index=292&type=chunk)[293](index=293&type=chunk) [Item 9B. Other Information.](index=56&type=section&id=Item%209B.%20Other%20Information.) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q4 2023 - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended **December 31, 2023**[301](index=301&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.](index=56&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections.) This disclosure item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable to the company[301](index=301&type=chunk) PART III [Item 10. Directors Executive Officers and Corporate Governance.](index=57&type=section&id=Item%2010.%20Directors%20Executive%20Officers%20and%20Corporate%20Governance.) The board comprises six members, including independent directors, with staggered terms and committees, operating under a Code of Ethics, insider trading, and clawback policies [Directors and Officers](index=57&type=section&id=Directors%20and%20Officers) ClimateRock Directors and Officers | Name | Age | Position | | :----------------- | :-- | :---------------------------- | | Per Regnarsson | 57 | Director and Chief Executive Officer | | Charles Ratelband V| 43 | Director and Executive Chairman | | Abhishek Bawa | 40 | Chief Financial Officer | | Niels Brix | 50 | Independent Director | | Randolph Sesson, Jr.| 59 | Independent Director | | Caroline Harding | 43 | Independent Director | | Sean Kidney | 66 | Independent Director | - Per Regnarsson and Charles Ratelband V will also serve on the board of directors of Pubco following the GreenRock Business Combination[303](index=303&type=chunk)[304](index=304&type=chunk) [Family Relationships](index=60&type=section&id=Family%20Relationships) - No family relationships exist between any of the directors or executive officers[314](index=314&type=chunk) [Involvement in Certain Legal Proceedings](index=60&type=section&id=Involvement%20in%20Certain%20Legal%20Proceedings) - Mr. Charles Ratelband V was involved in a legal proceeding with the Netherlands Authority for the Financial Markets (AFM) regarding disclosure violations by WindShareFund N.V., which has since been resolved[315](index=315&type=chunk) [Number and Terms of Office of Officers and Directors](index=60&type=section&id=Number%20and%20Terms%20of%20Office%20of%20Officers%20and%20Directors) - The board of directors is divided into three classes with staggered three-year terms, with one class elected each year[317](index=317&type=chunk) - Officers are appointed by and serve at the discretion of the board of directors[317](index=317&type=chunk) [Committees of the Board of Directors](index=61&type=section&id=Committees%20of%20the%20Board%20of%20Directors) - The board has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee[319](index=319&type=chunk) - Nasdaq rules require these committees to be comprised solely of independent directors[319](index=319&type=chunk) [Audit Committee](index=61&type=section&id=Audit%20Committee) - Randolph Sesson, Jr., Niels Brix, and Caroline Harding serve on the audit committee, with Ms. Harding as chair and qualifying as an 'audit committee financial expert'[320](index=320&type=chunk)[321](index=321&type=chunk) - The audit committee's functions include appointing and overseeing the independent registered public accounting firm, pre-approving services, and reviewing related party transactions[321](index=321&type=chunk) [Compensation Committee](index=62&type=section&id=Compensation%20Committee) - Randolph Sesson, Jr. and Niels Brix serve on the compensation committee, with Mr. Brix as chair, and all members are independent[323](index=323&type=chunk) - The committee reviews and approves executive compensation, policies, and incentive plans, but no compensation will be paid to existing shareholders, officers, or directors prior to an initial business combination, except for administrative fees and expense reimbursements[324](index=324&type=chunk)[325](index=325&type=chunk) [Nominating and Corporate Governance Committee](index=63&type=section&id=Nominating%20and%20Corporate%20Governance%20Committee) - Randolph Sesson, Jr., Niels Brix, and Caroline Harding serve on the nominating and corporate governance committee, with Mr. Sesson, Jr. as chair, and all members are independent[328](index=328&type=chunk) - The committee identifies and recommends director candidates, develops corporate governance guidelines, and oversees board self-evaluation[330](index=330&type=chunk) [Code of Ethics](index=63&type=section&id=Code%20of%20Ethics) - The company has adopted a Code of Ethics applicable to its directors, officers, and employees[332](index=332&type=chunk) [Trading Policies](index=63&type=section&id=Trading%20Policies) - An Insider Trading Policy was adopted on **April 27, 2022**, to govern securities transactions by directors, officers, and employees[333](index=333&type=chunk) [Compensation Recovery and Clawback Policies](index=64&type=section&id=Compensation%20Recovery%20and%20Clawback%20Policies) - The board adopted an Executive Compensation Clawback Policy on **October 1, 2023**, to comply with SEC rules, allowing mandatory recovery of erroneously awarded incentive-based compensation from executive officers[337](index=337&type=chunk)[338](index=338&type=chunk) - The board of directors consists of six members, including Per Regnarsson (CEO), Charles Ratelband V (Executive Chairman), Abhishek Bawa (CFO), and independent directors Niels Brix, Randolph Sesson, Jr., Caroline Harding, and Sean Kidney[303](index=303&type=chunk) - The board is divided into three classes with staggered terms, and officers are appointed by the board[317](index=317&type=chunk) - The company has established an audit committee, compensation committee, and nominating and corporate governance committee, all comprised solely of independent directors[319](index=319&type=chunk)[320](index=320&type=chunk)[323](index=323&type=chunk)[328](index=328&type=chunk) - ClimateRock has adopted a Code of Ethics, Insider Trading Policy, and an Executive Compensation Clawback Policy to ensure compliance and governance[332](index=332&type=chunk)[333](index=333&type=chunk)[337](index=337&type=chunk) [Item 11. Executive Compensation.](index=64&type=section&id=Item%2011.%20Executive%20Compensation.) Officers receive no cash compensation, with administrative fees paid to an affiliate and expense reimbursements; post-combination, consulting fees may be paid and disclosed - No cash compensation has been paid to officers for services rendered to the company[339](index=339&type=chunk) - An affiliate of the sponsor receives **$10,000 per month** for office space, utilities, and administrative support, and the sponsor is reimbursed for out-of-pocket expenses[339](index=339&type=chunk) - After the initial business combination, remaining directors or management team members may receive consulting or management fees from the combined company, with amounts to be fully disclosed[340](index=340&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.](index=65&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters.) This section details beneficial ownership as of **March 18, 2024**, with the sponsor holding **42.2%** of outstanding ordinary shares, alongside other **5%** stockholders - As of **March 18, 2024**, beneficial ownership is based on **4,664,013 ordinary shares** outstanding (**4,664,012 Class A** and **1 Class B**)[344](index=344&type=chunk) Beneficial Ownership of Ordinary Shares (as of March 18, 2024) | Name and Address of Beneficial Owner | Class A Number of Shares Beneficially Owned | Ordinary Shares Approximate Percentage of Class | Class B Number of Shares Beneficially Owned | Ordinary Shares Approximate Percentage of Class | Approximate Percentage of Outstanding Ordinary Shares | | :----------------------------------- | :------------------------------------------ | :---------------------------------------------- | :------------------------------------------ | :---------------------------------------------- | :---------------------------------------------------- | | U.N. SDG Support LLC (our sponsor) | 1,968,749 | 42.2% | 1 | 100% | 42.2% | | Charles Ratelband V | — | —% | 1 | 100% | 42.2% | | All directors and officers as a group (seven individuals) | 1,968,749 | 42.2% | 1 | 100% | 42.2% | | Yakira Capital Management | 287,500 | 6.2% | — | —% | 6.2% | | Lawrence Feis | 325,684 | 7.0% | — | —% | 7.0% | | Shaolin Capital Management LLC | 268,822 | 5.8% | — | —% | 5.8% | | Meteora Capital, LLC | 265,552 | 5.7% | — | —% | 5.7% | [Item 13. Certain Relationships and Related Transactions and Director Independence.](index=67&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence.) The company has numerous related party transactions, including founder shares, private placement warrants, and non-interest-bearing loans from affiliates, with a Special Committee addressing GreenRock merger conflicts and a majority independent board - The sponsor initially received **2,156,250 founder shares** for **$25,000** and purchased **3,762,500 private placement warrants** for **$3,762,500**[353](index=353&type=chunk)[355](index=355&type=chunk) - The company has multiple non-interest-bearing loans from Eternal (an affiliate controlled by Charles Ratelband V, Executive Chairman) and a convertible promissory note from the Sponsor for monthly extension fees[362](index=362&type=chunk)[363](index=363&type=chunk)[364](index=364&type=chunk)[365](index=365&type=chunk)[366](index=366&type=chunk)[370](index=370&type=chunk) Related Party Loans Outstanding (as of Dec 31, 2023) | Loan Type | Outstanding Balance | Maturity Date | Interest Rate | | :------------------ | :------------------ | :------------ | :------------ | | Second Eternal Loan | $170,603 | Mar 31, 2024 | 0% | | Third Eternal Loan | $300,000 | Mar 31, 2024 | 0% | | Fourth Eternal Loan | $50,000 | Mar 31, 2025 | 0% | | Fifth Eternal Loan | $653,619 | May 1, 2024 | 0% | | Sixth Eternal Loan | $357,302 | Aug 1, 2024 | 0% | | Extension Note | $600,000 | May 2, 2024 | 0% | - A Special Committee of disinterested directors negotiated the GreenRock Merger Agreement due to apparent conflicts of interest involving shared management[381](index=381&type=chunk) - Randolph Sesson, Jr., Niels Brix, Caroline Harding, and Sean Kidney are determined to be independent directors, forming a majority of the board[385](index=385&type=chunk) [Item 14. Principal Accountant Fees and Services.](index=71&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) This section details UHY LLP's audit and audit-related fees for **2023** and **2022**, with no tax or other service fees, and all services pre-approved by the audit committee Principal Accountant Fees (UHY LLP) | Fee Type | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :---------------- | :---------------------- | :---------------------- | | Audit Fees | $107,000 | $112,000 | | Audit-Related Fees| $56,000 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee pre-approves all auditing and permitted non-audit services performed by the auditors[390](index=390&type=chunk) PART IV [Item 15. Exhibit and Financial Statement Schedules.](index=72&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules.) This section lists the audited consolidated financial statements for **2023** and **2022**, along with various agreements and certifications, filed as part of the 10-K report [Financial Statements](index=72&type=section&id=Financial%20Statements) - The financial statements include the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Changes in Shareholders' (Deficit) Equity, and Consolidated Statements of Cash Flows[392](index=392&type=chunk) [Financial Statement Schedules](index=72&type=section&id=Financial%20Statement%20Schedules) - All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the consolidated financial statements and notes[392](index=392&type=chunk) [Exhibits](index=72&type=section&id=Exhibits) - The report includes an Exhibit Index listing various documents such as the Underwriting Agreement, Business Combination Agreements (EEW and GreenRock), Amended and Restated Memorandum and Articles of Association, and related party loan agreements[516](index=516&type=chunk) - The report includes audited financial statements for ClimateRock and Subsidiaries as of and for the years ended **December 31, 2023** and **2022**[392](index=392&type=chunk)[395](index=395&type=chunk) - All financial statement schedules are omitted as they are not applicable, immaterial, or the information is presented in the consolidated financial statements and notes[392](index=392&type=chunk) - A comprehensive exhibit index is provided, listing various agreements, certificates, and policies, many of which are incorporated by reference[393](index=393&type=chunk)[516](index=516&type=chunk) [Item 16. Form 10-K Summary](index=72&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is omitted at the company's option - Form 10-K Summary is omitted at the company's option[393](index=393&type=chunk) [Signatures](index=96&type=section&id=Signatures) The report is signed by ClimateRock's Chief Executive Officer, Executive Chairman, Chief Financial Officer, and other directors on **March 18, 2024** - The report is signed by Per Regnarsson (Chief Executive Officer), Charles Ratelband V (Director and Executive Chairman), Abhishek Bawa (Chief Financial Officer), and independent directors Niels Brix, Randolph Sesson, Jr., Caroline Harding, and Sean Kidney[519](index=519&type=chunk)[520](index=520&type=chunk) - The signing date for the report is **March 18, 2024**[519](index=519&type=chunk)[520](index=520&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=73&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) UHY LLP audited ClimateRock's **2023** and **2022** financial statements, expressing a fair opinion but noting substantial doubt about the company's going concern ability - UHY LLP audited the consolidated financial statements for ClimateRock and Subsidiaries for the years ended **December 31, 2023** and **2022**, expressing a fair opinion in conformity with GAAP[395](index=395&type=chunk) - The auditors noted substantial doubt about the company's ability to continue as a going concern due to its business plan's dependence on future financing and the completion of an initial business combination, with insufficient cash and working capital[396](index=396&type=chunk) [Consolidated Balance Sheets](index=74&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased from **$81.56 million** in 2022 to **$28.57 million** in 2023, primarily due to reduced trust account cash, while total liabilities increased to **$5.64 million**, leading to a higher shareholders' deficit Consolidated Balance Sheet Highlights | Metric | December 31, 2023 | December 31, 2022 | | :---------------------------------------- | :---------------- | :---------------- | | Total assets | $28,565,916 | $81,557,355 | | Cash and cash equivalents held in trust account | $28,508,214 | $81,039,102 | | Total current liabilities | $3,226,185 | $1,485,720 | | Total non-current liabilities | $2,412,500 | $2,362,500 | | TOTAL LIABILITIES | $5,638,685 | $3,848,220 | | Total shareholders' deficit | $(5,580,983) | $(3,329,967) | - The significant decrease in cash and cash equivalents held in the trust account is primarily due to shareholder redemptions in connection with the extension of the business combination period[27](index=27&type=chunk)[401](index=401&type=chunk) - The increase in current liabilities is largely attributable to an increase in related-party loans and accrued liabilities[401](index=401&type=chunk) [Consolidated Statements of Operations](index=75&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a net income of **$483,430** in 2023, a significant improvement from a **$675,874** net loss in 2022, driven by increased trust account dividend income Consolidated Statements of Operations Highlights | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :------------------------------------ | :---------------------- | :---------------------- | | Formation and operating costs | $1,528,302 | $1,666,924 | | Administrative service fees - related party | $122,904 | $101,223 | | Net loss from operations | $(1,651,206) | $(1,768,147) | | Dividend income on trust account | $2,134,446 | $1,107,852 | | Net income (loss) for the year | $483,430 | $(675,874) | - Dividend income from the trust account increased significantly from **$1,107,852** in 2022 to **$2,134,446** in 2023, contributing to the net income[403](index=403&type=chunk) - Operating expenses, including formation and administrative service fees, remained substantial in both periods[403](index=403&type=chunk) [Consolidated Statements of Changes in Shareholders' (Deficit) Equity](index=76&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20(Deficit)%20Equity) Shareholders' deficit increased from **$(3,329,967)** in 2022 to **$(5,580,983)** in 2023, reflecting net income offset by adjustments for redeemable Class A shares and Class B to Class A conversions Shareholders' (Deficit) Equity Changes | Metric | December 31, 2023 | December 31, 2022 | | :---------------------------------------- | :---------------- | :---------------- | | Total shareholders' deficit | $(5,580,983) | $(3,329,967) | | Net income (loss) | $483,430 | $(675,874) | | Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value | $(2,734,446) | $(81,039,102) | | Conversion of Class B to Class A ordinary shares | $197 | — | - The accumulated deficit increased from **$(3,330,176)** in 2022 to **$(5,581,192)** in 2023, despite a net income for the year, primarily due to the reclassification of redeemable shares[407](index=407&type=chunk) - The conversion of **1,968,749 Class B ordinary shares** to Class A ordinary shares occurred in 2023[407](index=407&type=chunk) [Consolidated Statements of Cash Flows](index=77&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased by **$354,421** in 2023, resulting in an ending balance of **$57,290**, primarily due to cash used in operations and share redemptions, partially offset by investing activities Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :-------------------------------------- | :---------------------- | :---------------------- | | Net cash used in operating activities | $(1,405,945) | $(884,548) | | Net cash provided by (used in) investing activities | $54,665,334 | $(79,931,250) | | Net cash (used in) provided by financing activities | $(53,613,810) | $81,227,509 | | Net (decrease) increase in cash | $(354,421) | $411,711 | | Cash – end of the period | $57,290 | $411,711 | - Cash used in financing activities in 2023 was primarily due to **$55,265,334** paid for redemption of ordinary shares[409](index=409&type=chunk) - Proceeds from related party loans and a convertible promissory note provided **$1,060,921** and **$600,000**, respectively, in 2023[409](index=409&type=chunk) [Notes to the Consolidated Financial Statements](index=78&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes detail ClimateRock's organization, accounting policies, IPO, business combination extension, and going concern doubts, along with related party transactions and commitments [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=78&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - ClimateRock is a Cayman Islands exempted company formed on **December 6, 2021**, as a blank check company to effect a business combination, focusing on sustainable energy[410](index=410&type=chunk) - The IPO on **May 2, 2022**, raised **$78,750,000**, and a private placement of warrants raised **$3,762,500**, with **$79,931,250** placed in a trust account[413](index=413&type=chunk)[414](index=414&type=chunk)[416](index=416&type=chunk) - The business combination deadline was extended to **May 2, 2024**, and shareholder redemptions of **5,297,862 shares** resulted in **$55,265,334** being removed from the trust account[421](index=421&type=chunk) - The company's cash balance of **$57,290** and working capital deficit of **$3,168,483** as of **December 31, 2023**, raise substantial doubt about its ability to continue as a going concern[422](index=422&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=80&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The consolidated financial statements are presented in U.S. dollars in conformity with GAAP and include the accounts of the company and its subsidiaries[424](index=424&type=chunk) - Cash and cash equivalents held in the trust account are invested in U.S. government securities or money market funds and are classified as cash equivalents[428](index=428&type=chunk)[430](index=430&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[432](index=432&type=chunk)[433](index=433&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value[436](index=436&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=84&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) - The IPO on **May 2, 2022**, involved **7,875,000 units** at **$10.00 each**, with each unit consisting of one Class A ordinary share, one-half of one redeemable warrant, and one right[452](index=452&type=chunk)[453](index=453&type=chunk) - Class A ordinary shares subject to possible redemption are classified outside of permanent equity due to redemption features not solely within the company's control[454](index=454&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=85&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) - On **May 2, 2022**, the company sold **3,762,500 private placement warrants** to its sponsor at **$1.00 per warrant**, generating **$3,762,500**[458](index=458&type=chunk) - These warrants are exercisable for one Class A ordinary share at **$11.50 per share** and will expire worthless if a business combination is not completed within the combination period[458](index=458&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=85&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - The company issued **2,156,250 founder shares** to the Sponsor for **$25,000**, with **1,968,749 Class B shares** converted to Class A shares on **March 31, 2023**[459](index=459&type=chunk)[461](index=461&type=chunk) - Multiple non-interest-bearing loans (Second, Third, Fourth, Fifth, and Sixth Eternal Loans) were entered into with Eternal B.V., an affiliate controlled by Charles Ratelband V, with total outstanding balance of **$1,481,524** as of **December 31, 2023**[464](index=464&type=chunk)[465](index=465&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk)[468](index=468&type=chunk) - A convertible promissory note (Extension Note) of **$900,000** was issued to the Sponsor for monthly installments into the Trust Account, with an outstanding balance of **$600,000** as of **December 31, 2023**[472](index=472&type=chunk) - Administrative services are provided by Gluon Group, an affiliate, for a monthly fee of **$10,000**, and advisory services are provided by Gluon Partners, with fees contingent on successful transactions[473](index=473&type=chunk)[474](index=474&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=88&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) - Holders of founder shares and private placement warrants are entitled to registration rights[480](index=480&type=chunk) - Underwriters are entitled to a deferred underwriting commission of **$2,362,500**, payable upon completion of a business combination, and were issued **118,125 Representative Shares**[482](index=482&type=chunk)[485](index=485&type=chunk) - The company has various transaction expense agreements, including with Ellenoff, Grossman & Schole LLP, Maxim, and ALANTRA Corporate Finance, S.A.U., with fees often contingent on transaction completion[488](index=488&type=chunk)[490](index=490&type=chunk)[492](index=492&type=chunk) - The Business Combination Agreement with EEW was terminated, and a new GreenRock Merger Agreement was entered into on **December 30, 2023**[497](index=497&type=chunk)[498](index=498&type=chunk) [NOTE 7. SHAREHOLDER'S EQUITY](index=91&type=section&id=NOTE%207.%20SHAREHOLDER'S%20EQUITY) - The company is authorized to issue **479,000,000 Class A ordinary shares**, **20,000,000 Class B ordinary shares**, and **1,000,000 preference shares**[499](index=499&type=chunk)[500](index=500&type=chunk)[501](index=501&type=chunk) - Warrants become exercisable **30 days** after a business combination or **12 months** from IPO closing, expire **five years** after a business combination, and may be redeemed by the company under certain conditions[505](index=505&type=chunk)[506](index=506&type=chunk) - Each right entitles the holder to receive **one-tenth (1/10)** of one ordinary share upon consummation of a business combination, with no additional consideration required[512](index=512&type=chunk) [NOTE 8. SUBSEQUENT EVENTS](index=93&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) - On **January 2, 2024**, the company received an additional **$203,409** transfer from the Sponsor, constituting further borrowing beyond the initial terms of the Sixth Eternal Loan[516](index=516&type=chunk) - ClimateRock is a Cayman Islands exempted blank check company focused on a business combination in climate change, environment, renewable energy, and clean technologies[410](index=410&type=chunk) - The company's financial statements are prepared in conformity with GAAP, and it is an 'emerging growth company' taking advantage of extended transition periods for new accounting standards[424](index=424&type=chunk)[432](index=432&type=chunk)[433](index=433&type=chunk) - As of **December 31, 2023**, the company had a working capital deficit of **$3,168,483**, raising substantial doubt about its ability to continue as a going concern[422](index=422&type=chunk)

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents ClimateRock's unaudited financial statements, detailing financial position, performance, and cash flows for periods ended September 30, 2023, and December 31, 2022 [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Total assets significantly decreased from **$81.56 million** to **$28.02 million**, primarily due to reduced trust account cash, while liabilities and shareholders' deficit increased **Balance Sheet Highlights** | Metric | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | Change ($) | Change (%) | | :-------------------------- | :----------------------- | :----------- | :--------- | :--------- | | Total Assets | $28,022,595 | $81,557,355 | $(53,534,760) | -65.6% | | Cash & Cash Equivalents in Trust Account | $27,910,976 | $81,039,102 | $(53,128,126) | -65.6% | | Total Liabilities | $4,993,616 | $3,848,220 | $1,145,396 | 29.8% | | Shareholders' Deficit | $(4,881,997) | $(3,329,967) | $(1,552,030) | 46.6% | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) The company reported net income for Q3 and 9M 2023, a significant improvement from prior year losses, primarily due to increased trust account income and reduced operating costs **Statements of Operations Highlights** | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 (Restated) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 (Restated) | | :-------------------------- | :-------------------------- | :------------------------------------- | :-------------------------- | :------------------------------------- | | Formation and operating costs | $331,201 | $761,514 | $1,177,201 | $1,034,383 | | Net loss from operations | $(331,201) | $(761,514) | $(1,177,201) | $(1,034,383) | | Unrealized income on trust account | $357,678 | $353,596 | $1,762,208 | $440,326 | | Total other income | $357,729 | $353,596 | $1,762,379 | $440,326 | | Net income (loss) | $26,528 | $(407,918) | $585,178 | $(594,057) | | Basic and diluted earnings (loss) per share (Redeemable) | $0.11 | $(0.03) | $0.22 | $0.85 | | Basic and diluted earnings (loss) per share (Non-redeemable) | $(0.12) | $(0.08) | $(0.22) | $(2.16) | [Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Accumulated deficit increased from **$(3.33 million)** to **$(4.88 million)**, primarily due to adjustments for redeemable Class A shares and net income/loss, alongside Class B share conversions **Shareholders' Deficit Changes (Jan 1, 2023 - Sep 30, 2023)** | Metric | Jan 1, 2023 | Sep 30, 2023 | Change ($) | | :-------------------------- | :---------- | :----------- | :--------- | | Class A Ordinary Shares (Amount) | $12 | $209 | $197 | | Class B Ordinary Shares (Amount) | $197 | $0 | $(197) | | Accumulated Deficit | $(3,330,176) | $(4,882,206) | $(1,552,030) | | Total Shareholders' Deficit | $(3,329,967) | $(4,881,997) | $(1,552,030) | - Conversion of **1,968,749 Class B ordinary shares** to Class A ordinary shares occurred during the nine months ended September 30, 2023[13](index=13&type=chunk) [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) Net cash used in operations was **$(972,788)**, investing provided **$54.89 million**, and financing used **$(54.25 million)**, resulting in a net cash decrease of **$(331,896)** for the nine months ended September 30, 2023 **Cash Flow Summary (Nine Months Ended September 30)** | Activity | 2023 (Unaudited) | 2022 (Restated) | Change ($) | | :-------------------------- | :--------------- | :-------------- | :--------- | | Net cash used in operating activities | $(972,788) | $(632,368) | $(340,420) | | Net cash provided by (used in) investing activities | $54,890,334 | $(79,931,250) | $134,821,584 | | Net cash (used in) provided by financing activities | $(54,249,442) | $80,927,509 | $(135,176,951) | | Net (decrease) increase in cash | $(331,896) | $363,891 | $(695,787) | | Cash at end of period | $79,815 | $363,891 | $(284,076) | - A major cash outflow in financing activities for 2023 was **$55,265,334** for the redemption of ordinary shares, which was not present in 2022[16](index=16&type=chunk) - Investing activities in 2023 were significantly positive due to **$55,265,334** from sales of marketable securities in the trust account, contrasting with 2022's negative cash flow from depositing cash into the trust account for IPO sales[16](index=16&type=chunk) [Notes to the Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Financial%20Statements) These notes provide detailed explanations of the company's organization, accounting policies, financial instruments, IPO, private placement, related party transactions, commitments, equity, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) ClimateRock, a blank check company, completed its IPO and private placement in May 2022, raising **$78.75 million** and **$3.76 million**; the business combination deadline was extended to May 2, 2024, but a working capital deficit raises going concern doubts - ClimateRock is a blank check company (SPAC) incorporated on December 6, 2021, aiming for a business combination in climate change, renewable energy, and clean technologies[18](index=18&type=chunk) **IPO and Private Placement Details (May 2, 2022)** | Item | Amount | | :-------------------- | :------------ | | IPO Gross Proceeds | $78,750,000 | | Private Placement Warrants Gross Proceeds | $3,762,500 | | Funds placed in Trust Account | $79,931,250 | - The company's deadline to complete a business combination was extended to May 2, 2024, following a shareholder meeting on April 27, 2023[28](index=28&type=chunk) - As of September 30, 2023, the company had a working capital deficit of **$2,519,497**, raising substantial doubt about its ability to continue as a going concern[29](index=29&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the company's accounting policies, including GAAP conformity, interim financial statement preparation, and restatement of prior period financials, along with policies for cash, trust account funds, redeemable shares, income taxes, and net income per share - Financial statements are prepared in accordance with U.S. GAAP and SEC rules, with prior period unaudited statements for Q3 2022 restated[30](index=30&type=chunk)[31](index=31&type=chunk) - The company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[38](index=38&type=chunk)[39](index=39&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period[42](index=42&type=chunk) - The company operates in the Cayman Islands, which imposes no income taxation, thus income taxes are not reflected in the financial statements[45](index=45&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) On May 2, 2022, the company completed its IPO of **7,875,000 units** at **$10.0

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, 2023 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 ...