ClimateRock Files 2023 Annual Report on Form 10-K

TL;DR

<b>ClimateRock has filed its 2023 annual report, detailing its securities and compliance with SEC filing requirements.</b>

AI Summary

ClimateRock (CLRWF) filed a Annual Report (10-K) with the SEC on March 18, 2024. ClimateRock filed its annual report for the fiscal year ended December 31, 2023. The company is incorporated in the Cayman Islands and its principal executive offices are located in London, UK. Securities registered include Units (CLRCU), Class A Ordinary Shares (CLRC), Redeemable Warrants (CLRCW), and Rights (CLRCR) on The Nasdaq Stock Market LLC. ClimateRock is not a well-known seasoned issuer and is not required to file reports under Section 13 or 15(d) of the Exchange Act. The company has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking ClimateRock, this filing contains several important signals. This filing provides a comprehensive overview of ClimateRock's financial and operational status for the fiscal year 2023, crucial for investors to assess performance and future prospects. The report confirms the company's listing and trading of various securities on the Nasdaq, indicating its public market presence and the instruments available for investment.

Risk Assessment

Risk Level: low — ClimateRock shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags, indicating routine compliance rather than urgent issues.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand ClimateRock's performance and strategic direction.

Key Numbers

• 20231231 — Fiscal Year End (Conformed period of report)
• 001-41363 — Commission File Number (SEC File Number)
• 25 Bedford Square London , WC1B 3HH , United Kingdom — Principal Executive Offices Address (Address of Principal Executive Offices)
• +44 730 847 5096 — Registrant's telephone number (Registrant's telephone number, including area code)
• 11.50 — Warrant Exercise Price (Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50)
• 1/10 — Right to Share Ratio (Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination)

Key Players & Entities

• ClimateRock (company) — Registrant
• Nasdaq Stock Market LLC (company) — Name of each exchange on which registered
• CLRCU (company) — Trading Symbol
• CLRC (company) — Trading Symbol
• CLRCW (company) — Trading Symbol
• CLRCR (company) — Trading Symbol
• 001-41363 (regulator) — Commission file number
• 20231231 (date) — Conformed period of report

FAQ

Industry Context

ClimateRock operates within the real estate and construction sector, as indicated by its SIC code.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including filing annual reports on Form 10-K.

What Investors Should Do

1. Analyze the financial statements and management's discussion and analysis within the 10-K for detailed performance metrics.
2. Review the risk factors section to understand potential challenges and uncertainties facing ClimateRock.
3. Monitor future filings for updates on business combinations, warrant exercises, and share performance.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year ended December 31, 2023, as indicated by the filing date and the absence of prior year comparative data in this extract.

Key Financial Figures

• $0.0001 — LLC Class A Ordinary Shares, par value $0.0001 per share CLRC The Nasdaq Stock Market
• $11.50 — Ordinary Share at an exercise price of $11.50 CLRCW The Nasdaq Stock Market LLC Righ
• $10,000 — es for the Company for a monthly fee of $10,000; "ASC" are to the FASB (as defined bel
• $900,000 — the aggregate principal amount of up to $900,000 that the Company issued to the sponsor,
• $500,000 — ternal in the principal amount of up to $500,000, on an unsecured basis and bearing no i
• $50,000 — ternal in the principal amount of up to $50,000, on an unsecured basis and bearing no i
• $300,000 — ich our sponsor agreed to loan us up to $300,000 to be used for the payment of costs rel
• $180,000 — ternal in the principal amount of up to $180,000, on an unsecured basis and bearing no i
• $335,000 — ternal in the principal amount of up to $335,000 on an unsecured basis and bearing no in
• $79,931,250 — sed trust account in which an amount of $79,931,250 from the net proceeds of the sale of th
• $10.00 — hare. The units were sold at a price of $10.00 per unit, generating gross proceeds to
• $78,750,000 — rating gross proceeds to the Company of $78,750,000. Simultaneously with the closing of th
• $1.00 — rivate placement at a purchase price of $1.00 per private placement warrant, generati
• $3,762,500 — t warrant, generating gross proceeds of $3,762,500. A total of $79,931,250 of the net pro
• $55,265,334.22 — unds in the trust account. As a result, $55,265,334.22 (approximately $10.43 per share) was re

Filing Documents

• ea0201612-10k_climate.htm (10-K) — 1014KB
• ea020161201ex19_climate.htm (EX-19) — 118KB
• ea020161201ex31-1_climate.htm (EX-31.1) — 10KB
• ea020161201ex31-2_climate.htm (EX-31.2) — 10KB
• ea020161201ex32-1_climate.htm (EX-32.1) — 4KB
• ea020161201ex32-2_climate.htm (EX-32.2) — 4KB
• ea020161201ex99-1_climate.htm (EX-99.1) — 53KB
• ea020161201ex99-2_climate.htm (EX-99.2) — 36KB
• ea020161201ex-97_climate.htm (EX-97.) — 19KB
• 0001213900-24-023601.txt (&nbsp;) — 4704KB
• clcr-20231231.xsd (EX-101.SCH) — 47KB
• clcr-20231231_cal.xml (EX-101.CAL) — 21KB
• clcr-20231231_def.xml (EX-101.DEF) — 216KB
• clcr-20231231_lab.xml (EX-101.LAB) — 365KB
• clcr-20231231_pre.xml (EX-101.PRE) — 207KB
• ea0201612-10k_climate_htm.xml (XML) — 327KB

Management's Discussion and Analysis of

Management's Discussion and Analysis of Financial Condition and Results of Operations. 38 Item 7A.

Quantitative and Qualitative Disclosures About

Quantitative and Qualitative Disclosures About Market Risk. 46 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 46 Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure. 46 Item 9A.

Controls and Procedures

Controls and Procedures. 46 Item 9B. Other Information. 48 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. 48 PART III 49 Item 10. Directors Executive Officers and Corporate Governance. 49 Item 11.

Executive Compensation

Executive Compensation. 56 Item 12.

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. 57 Item 13. Certain Relationships and Related Transactions and Director Independence. 59 Item 14. Principal Accountant Fees and Services. 63 PART IV 64 Item 15. Exhibit and Financial Statement Schedules. 64 Item 16 Form 10-K Summary 64

Signatures

Signatures 67 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination (as defined below) and any other statements that are not statements of current or historical facts. These statements are based on management's (as defined below) current expectations, but actual results may differ materially due to various factors, including, but not limited to: our ability to complete our initial business combination, including the GreenRock Business Combination (as defined below); our expectations around the performance of the prospective target business or businesses, such as GreenRock (as defined below); our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; the potential incentive to consummate an initial business

BUSINESS

ITEM 1. BUSINESS. Overview We are a blank check company formed on December 6, 2021 as a Cayman Islands exempted company for the purpose of effecting an initial business combination. We may pursue an initial business combination target in any industry or sector, but we are focused on acquiring a target within the sustainable energy industry in the OECD countries, including climate change, environment, renewable energy and emerging, clean technologies, such as GreenRock. While we are not limited to investing in a company in a specific geographic region, we are focused on the OECD countries and regions with strong policy and regulatory support for the green energy transition. Management believes that this offers considerable, attractive acquisition opportunities given the current OECD ESG principles and the opportunity for growth and financial return. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto. Initial Public Offering On May 2, 2022, we consummated our initial public offering of 7,875,000 units, including 375,000 units that were issued pursuant to the underwriters' partial exercise of their over-allotment option. Each unit consists of one public share, one-half of one public warrant, and one public right. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per whole share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $78,750,000. Simultaneously with the closing of the initial public offering, we completed the private sale of an aggregate of 3,762,500 private placement warrants to our sponsor in the private placement at a purchase price of $1.00 per private placement warrant, generating gross proceeds of $3,762,500. A total of $79,931,250 of the net proceeds from the initial public offering and the sale of the private placement warrants was placed

View Full Filing

View this 10-K filing on SEC EDGAR