Initial Public Offering and Trust Account - The company completed its Initial Public Offering on May 2, 2022, raising gross proceeds of $78.75 million from the sale of 7,875,000 Units at $10.00 per Unit[25]. - A total of $79,931,250 of the net proceeds from the Initial Public Offering and Private Placement was placed in the Trust Account[27]. - Approximately $79.931 million was placed into the Trust Account upon the consummation of the Initial Public Offering, with about $5.5 million remaining as of June 18, 2025, after approximately $24.67 million was removed to pay redeeming Public Shareholders[157]. - The company has approximately $29,381,085 available for an initial Business Combination as of December 31, 2024, assuming no further redemptions of Public Shares[96]. - The expected per-share redemption amount upon dissolution is approximately $11.92 as of December 31, 2024, before taxes[143]. - The pro rata redemption price for Public Shares is expected to be approximately $11.92 as of December 31, 2024, before taxes payable[171]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of Public Shares sold in the Initial Public Offering, which aims to prevent large block accumulations[131]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem them for a pro rata share of the Trust Account[136]. - Claims against the Trust Account could reduce the per-share redemption amount below $10.15, affecting the ability to complete the initial Business Combination[145][146]. - The company expects to fund costs associated with dissolution from amounts outside the Trust Account, but cannot assure sufficient funds will be available[142]. Business Combination Agreements - The company entered into a Business Combination Agreement with GreenRock, involving the issuance of 44,685,000 newly-issued Pubco Ordinary Shares as Merger Consideration[45]. - The Original Business Combination Agreement with EEW was terminated on November 29, 2023, due to unmet conditions[40]. - The merger consideration payable to GreenRock shareholders has been reduced from 44,658,000 Pubco Ordinary Shares to 32,000,000 Pubco Ordinary Shares[61]. - The minimum cash closing condition has been removed from the GreenRock Business Combination Agreement[61]. - The outside date for the GreenRock Business Combination Agreement has been extended from March 31, 2024, to May 2, 2025[61]. - The GreenRock Business Combination requires approval from both the company's and GreenRock's shareholders[51]. - GreenRock has agreed to not solicit or enter into any alternative competing transactions during the agreement period[52]. - The company must have at least $15,000,000 in available cash on the Closing Date unless waived by GreenRock[55]. - The GreenRock Business Combination Agreement may be terminated if the Closing does not occur by May 2, 2024[57]. - The company must complete its initial Business Combination by May 2, 2025, or face termination and distribution of Trust Account funds[28]. Management and Strategy - The company focuses its investment strategy on the sustainable energy industry in OECD countries, particularly in climate change, environment, renewable energy, and emerging clean technologies[71]. - The management team has significant experience in capital markets and renewable energy, with a focus on acquiring targets that require strategic growth capital[76]. - The company evaluates potential business combinations based on criteria such as sustainable competitive advantages, experienced management, and the potential for strong growth[79]. - The management team has extensive experience in operating renewable energy assets, which provides a competitive advantage in evaluating acquisition opportunities[85]. - A thorough due diligence review process is conducted for prospective business combinations, including financial data analysis and management meetings[86]. - The company intends to focus its search for an initial Business Combination in a single industry, which may limit diversification and increase dependency on the performance of a single business[106]. Shareholder Approval and Redemption - A quorum for a general meeting to approve the initial Business Combination requires holders of a majority of the Ordinary Shares, with only 189,145 or approximately 7.7% of the 2,465,223 Public Shares needed for approval[127]. - If shareholder approval is required, the company will complete the initial Business Combination only if it obtains the approval of an Ordinary Resolution[127]. - The company’s Sponsor, officers, and directors have agreed to vote their shares in favor of any proposed Business Combination and not to convert any shares in connection with a shareholder vote[112]. - The company may seek to extend the deadline for consummating the initial Business Combination, which would require public shareholder approval[114]. - If a tender offer is conducted, it will remain open for at least 20 business days, and the company will not complete the initial Business Combination until the expiration of this period[126]. - The company may conduct redemptions either in connection with a general meeting or by means of a tender offer, based on various factors including timing and legal requirements[123]. - The company may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market, but currently has no commitments to do so[116]. - The purpose of purchasing Public Shares could be to increase the likelihood of obtaining shareholder approval for the initial Business Combination[118]. - Public Shareholders must tender their certificates or deliver shares electronically to exercise redemption rights, with a nominal cost of approximately $100.00 for the tendering process[132][133]. - Future amendments to extend the Combination Period will require Public Shareholder approval, with the option to redeem shares during the vote[222]. Financial and Operational Risks - There is substantial doubt about the company's ability to continue as a "going concern"[171]. - Recent fluctuations in inflation and interest rates could complicate the completion of an initial Business Combination[171]. - The company may face challenges in completing an initial Business Combination due to regulatory reviews, including those by CFIUS[171]. - Changes in international trade policies and tariffs may adversely affect the search for an initial Business Combination target[174]. - The company may face intense competition from competitors of the target business after a Business Combination[153]. - The company may not be able to acquire a proposed target business if certain financial statement requirements cannot be met[159]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not result in completed transactions[105]. - The company has not commenced any operations and will not generate operating revenues until after the initial Business Combination[209]. Nasdaq Compliance and Trading - The company submitted a plan to regain compliance with Nasdaq's Public Holders Requirement after receiving a deficiency letter[192]. - Nasdaq Panel granted an exception until April 7, 2025, for compliance with the Public Holders Requirement[215]. - Nasdaq determined to delist the company's securities due to failure to complete the initial Business Combination by April 7, 2025[216]. - Trading of the company's securities suspended on Nasdaq effective April 10, 2025, with quotes now on the Pink tier of the OTC[217]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from various reporting requirements[162]. - The company will remain an emerging growth company until the earlier of December 31, 2027, or when it meets certain revenue or market value thresholds[164]. - The company may not consummate any other Business Combination prior to its initial Business Combination[157]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its initial Business Combination[161].
Climaterock(CLRCU) - 2024 Q4 - Annual Report