Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $185,038, with $307,887 in dividend income and $462,925 in formation and operating costs[195]. - For the three months ended March 31, 2024, the company reported a net loss of $327,534, with $372,627 in dividend income and $670,161 in formation and operating costs[196]. - As of March 31, 2025, the company had a cash balance of $4,480 and a working capital deficit of $6,141,038, raising substantial doubt about its ability to continue as a going concern[214]. Initial Public Offering and Funding - The Initial Public Offering on May 2, 2022, raised gross proceeds of $78.75 million from the sale of 7,875,000 Units at $10.00 per Unit[168]. - The company has broad discretion in applying the net proceeds from the Initial Public Offering and Private Placement towards consummating an initial Business Combination[171]. - The company has the ability to secure additional funding from the Sponsor or related parties prior to consummation of a Business Combination[214]. Business Combination and Agreements - The Original Business Combination Agreement was terminated on November 29, 2023, due to unmet conditions by the September 30, 2023 deadline[191]. - The GreenRock Business Combination Agreement was entered into on December 30, 2023, with a merger structure involving the exchange of existing securities for Pubco securities[192]. - The company extended the Combination Period from May 2, 2025, to November 2, 2025, allowing for additional time to complete an initial Business Combination[179]. Loans and Financial Obligations - The company entered into multiple loan agreements with Eternal, with outstanding balances of $170,603 for the Second Eternal Loan and $300,000 for the Third Eternal Loan as of March 31, 2025[201][202]. - The Seventh Eternal Loan has an outstanding balance of $1,768,440 as of March 31, 2025, with no interest accrued[208]. - The company issued a convertible promissory note in the amount of $900,000 to the Sponsor, with no interest accrued as of March 31, 2025[211]. - The company issued the 2024 Extension Note with a principal amount of $600,000, with the Sponsor agreeing to pay $50,000 per month for unredeemed shares until May 2, 2025[212]. - The outstanding balance of the 2024 Extension Note was $550,000 as of March 31, 2025, and $400,000 as of December 31, 2024, with no interest accrued[212]. - The company has incurred a total outstanding billed amount of $939,400 for services provided by Ellenoff, Grossman & Schole LLP as of March 31, 2025[218]. - The company has a deferred commission of $2,362,500 payable to underwriters only upon completion of an initial Business Combination[216]. - The company has a contractual obligation to pay ALANTRA a retainer fee of $15,000 upon signing and $20,000 per month for a maximum of five months[221]. Shareholder and Sponsor Information - As of March 31, 2025, the Sponsor held approximately 77.65% of the issued and outstanding Ordinary Shares following the conversion of 1,968,749 Class B Ordinary Shares to Class A Ordinary Shares[189]. - The company agreed to pay Maxim a success fee based on cash in the Trust Account, with fees ranging from $200,000 to $1,000,000 depending on the cash amount prior to transaction consummation[219]. - The company issued 2,156,250 Founder Shares to the Sponsor for $25,000, with 281,250 shares subject to forfeiture based on underwriters' over-allotment[227]. Risks and Economic Factors - The company has not yet completed any Business Combination and is subject to risks associated with early-stage companies[166]. - Economic factors such as inflation, interest rates, and geopolitical instability may adversely affect the company's ability to complete an initial Business Combination[197]. - The company has waived the right to withdraw up to $50,000 of interest accrued on the Trust Account for dissolution expenses if liquidation occurs prior to an initial Business Combination[181]. Delisting and Compliance - The company received notice of delisting from Nasdaq due to failure to comply with the Public Holders Requirement, with trading suspended on April 10, 2025[175].
Climaterock(CLRCU) - 2025 Q1 - Quarterly Report