Market Value and Shares - The aggregate market value of the outstanding shares of the registrant's Class A ordinary shares was $27,523,834 as of June 30, 2023[207]. - As of March 18, 2024, there were 4,664,012 Class A ordinary shares and 1 Class B ordinary share issued and outstanding[208]. - The company issued 2,156,250 founder shares at approximately $0.012 per share, representing 19.8% of the outstanding shares upon completion of the initial public offering[204]. Regulatory Compliance and Governance - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will become effective on July 1, 2024, impacting SPAC business combination transactions[180]. - The company is required to disclose additional information regarding conflicts of interest and dilution in connection with SPAC transactions under the new SEC rules[180]. - The company has established a compensation committee with independent members to oversee executive compensation policies and plans[210]. - The company has established a nominating and corporate governance committee to oversee corporate governance guidelines and recommend improvements[214]. - The company is committed to regularly reviewing its overall corporate governance practices[214]. - The governance committee will oversee the implementation of corporate governance guidelines[214]. Executive Compensation and Policies - The Clawback Policy mandates recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement[193]. - The board of directors approved the adoption of the Executive Compensation Clawback Policy effective October 2, 2023, to comply with SEC final clawback rules[216]. - The Clawback Policy aligns with Nasdaq Listing Rule 5608 and aims to enhance accountability in executive compensation[216]. - The adoption of the Clawback Policy reflects the company's proactive approach to risk management and regulatory compliance[216]. - The company does not intend to ensure that management team members maintain their positions post-initial business combination, although some may negotiate arrangements[196]. Ethical Standards and Risk Management - The company has adopted insider trading policies to promote compliance with relevant laws and regulations[190]. - The company has implemented trading policies to ensure ethical conduct in trading activities[215]. - The company is dedicated to maintaining high ethical standards through its Code of Ethics[215]. - The company will continue to monitor market risks and adjust strategies accordingly[656]. - The forward-looking statements in the report are subject to various risks and uncertainties that may cause actual results to differ materially from expectations[181].
ClimateRock(CLRC) - 2023 Q4 - Annual Report