Operations and Business Combination - As of June 30, 2025, the company had not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[147] - The company terminated the Original Business Combination Agreement with EEW on November 29, 2023, due to unmet conditions[164] - The GreenRock Business Combination Agreement was entered into on December 30, 2023, with terms for the exchange of existing securities for Pubco securities[165] - ClimateRock Holdings Limited entered into a Purchase Agreement for up to $75.0 million in future equity financing following the Business Combination[166] - The Company has incurred significant costs in pursuit of financing and acquisition plans, with no assurance of successfully consummating a Business Combination by November 2, 2025[189] Financial Performance - The Company reported a net loss of $172,412 for the three months ended June 30, 2025, with $273,676 in dividend income and $416,088 in formation and operating costs[170] - As of June 30, 2025, the Company had a cash balance of $3,909 and a working capital deficit of $6,892,611, raising substantial doubt about its ability to continue as a going concern[189] - The Initial Public Offering raised approximately $1,100,000 for working capital needs after transferring proceeds to the Trust Account[172] - The company generated nonoperating income in the form of interest income from the proceeds of the Initial Public Offering[169] Shareholder Activity and Redemptions - Public Shareholders redeemed 5,297,862 Public Shares for approximately $55.27 million (about $10.43 per Public Share) during the 2023 Redemptions[154] - In the 2024 EGM, approximately $1.27 million (about $11.37 per Public Share) was removed from the Trust Account due to redemptions by 111,915 Public Shares[155] - In the 2025 EGM, approximately $24.67 million (about $12.23 per Public Share) was removed from the Trust Account as 2,016,792 Public Shares were redeemed[156] Loans and Financial Obligations - The Company has entered into multiple loan agreements with Eternal, with outstanding balances of $500,000 for the Fifth Eternal Loan and $335,000 for the Sixth Eternal Loan as of June 30, 2025[178][179] - The 2023 Extension Note has an outstanding balance of $900,000, with no interest accrued as of June 30, 2025[186] - The outstanding balance of the Second Eternal Loan was $170,603 as of June 30, 2025, with no interest accrued[209] - The outstanding balance of the Third Eternal Loan was $300,000 as of June 30, 2025, with no interest accrued[210] - The Fifth Eternal Loan has an outstanding balance of $500,000 as of June 30, 2025, with no interest accrued[212] - The Sixth Eternal Loan has an outstanding balance of $335,000 as of June 30, 2025, with no interest accrued[213] - The company entered into a loan agreement with Eternal for a principal amount of up to $1,500,000, with an outstanding balance of $1,768,460 as of June 30, 2025[215] - The company borrowed an additional $268,460 beyond the initial terms of the Seventh Eternal Loan as of June 30, 2025[215] - A loan agreement with Gluon Renewable Energies Limited was established for $20,000, with a balance of $385,017 as of June 30, 2025[218] - The 2023 Extension Note was issued for an aggregate principal amount of $900,000, with an outstanding balance of $900,000 as of June 30, 2025[219] - The 2024 Extension Note was issued for $600,000, with an outstanding balance of $500,000 as of June 30, 2025[220] - The company agreed to pay Gluon a total of $1,000,000 upon completion of transactions with an aggregate purchase price exceeding $400,000,000[223] Expenses and Fees - The Company expects to incur increased expenses due to becoming a public company and for due diligence in search of a target for the initial Business Combination[169] - The underwriters of the Initial Public Offering received a cash underwriting discount of $1,181,250 and a deferred commission of $2,362,500 contingent upon the completion of an initial Business Combination[191] - The total outstanding billed amount for services provided by Ellenoff, Grossman & Schole LLP is $999,985 as of June 30, 2025, with $499,993 considered outstanding[193] - The Maxim Success Fee varies based on cash in the Trust Account, with a fee of $200,000 in cash and $150,000 in common stock if cash is less than $50 million, and $500,000 cash if cash is $40 million or more[194] - ALANTRA is entitled to a success fee of $1,600,000 payable upon completion of a transaction introduced by them[197] - The company has accrued $358,942 for administrative services as of June 30, 2025[222] - The company has not paid extension payments totaling $100,000 for March and April 2025, which were deposited into the Trust Account using proceeds from the loan from Gluon Renewable Energies Limited[220] Share Issuance and Ownership - The company issued an aggregate of 2,156,250 Founder Shares to the Sponsor for a total purchase price of $25,000[201] - The Sponsor transferred a total of 146,875 Founder Shares to certain directors and officers, with 71,875 shares vesting upon the IPO[202] Accounting and Reporting - The company recognizes changes in redemption value of ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[229] - The company did not have any dilutive securities as of June 30, 2025, resulting in diluted loss per share being the same as basic loss per share[230]
Climaterock(CLRCU) - 2025 Q2 - Quarterly Report