ClimateRock's Cash Dwindles Amid Nasdaq Delisting, Mounting Deficit

TL;DR

**CLRWF is a sinking ship; cash is gone, Nasdaq delisted them, and they're still searching for a deal with a massive deficit.**

AI Summary

ClimateRock (CLRWF) reported a net loss of $172,412 for the three months ended June 30, 2025, an improvement from a net loss of $254,323 in the same period of 2024. For the six months ended June 30, 2025, the net loss was $357,450, down from $581,834 in the prior year. The company's cash balance outside the Trust Account significantly decreased from $14,384 at December 31, 2024, to $3,909 at June 30, 2025. Cash and cash equivalents held in the Trust Account also saw a substantial reduction, from $29,381,085 to $5,498,808, primarily due to redemptions. Total liabilities increased to $9,259,020 from $8,130,482, driven by higher accrued liabilities and related-party loans. A major business change was the delisting of CLRWF securities from Nasdaq on April 10, 2025, due to failure to complete a business combination by the April 7, 2025 deadline, with trading now occurring on the Pink tier of OTC Markets. The company faces significant going concern risks due to its working capital deficit of $6,892,611 and limited cash, alongside the ongoing search for a business combination by November 2, 2025.

Why It Matters

ClimateRock's significant cash depletion and delisting from Nasdaq signal severe operational challenges and a high risk for investors. The company's inability to complete a business combination by multiple deadlines, culminating in its removal from a major exchange, reflects poorly on its strategic execution and competitive positioning in the SPAC market. For employees, the uncertainty surrounding a potential business combination creates job insecurity. Customers of any future acquired entity might face instability if the SPAC's financial health remains precarious. The broader market will view this as another cautionary tale for SPACs failing to deliver on their initial promise, potentially impacting investor confidence in similar blank-check companies.

Risk Assessment

Risk Level: high — The company has a cash balance of only $3,909 and a working capital deficit of $6,892,611 as of June 30, 2025, indicating severe liquidity issues. Furthermore, ClimateRock was delisted from Nasdaq on April 10, 2025, due to its failure to complete an initial Business Combination by the April 7, 2025 deadline, significantly reducing its market visibility and access to capital.

Analyst Insight

Investors should avoid CLRWF given its delisting, critical cash shortage, and substantial working capital deficit. Existing shareholders should consider exiting their positions, as the company's ability to complete a viable business combination by the November 2, 2025 deadline appears highly improbable, increasing the risk of further capital loss.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

$5,502,717

total Debt

$9,259,020

net Income

-$172,412

eps

N/A

gross Margin

N/A

cash Position

$3,909

revenue Growth

N/A

Key Numbers

• $3,909 — Cash outside Trust Account (Decreased from $14,384 at Dec 31, 2024, indicating severe liquidity issues.)
• $6,892,611 — Working Capital Deficit (Significant deficit as of June 30, 2025, highlighting financial instability.)
• $5,498,808 — Cash in Trust Account (Reduced from $29,381,085 at Dec 31, 2024, due to substantial shareholder redemptions.)
• $172,412 — Net Loss (Q2 2025) (Improved from $254,323 in Q2 2024, but still represents ongoing operational losses.)
• $357,450 — Net Loss (H1 2025) (Improved from $581,834 in H1 2024, but the company remains unprofitable.)
• $9,259,020 — Total Liabilities (Increased from $8,130,482 at Dec 31, 2024, adding to financial strain.)
• 2,016,792 — Class A shares redeemed (Redeemed in April/May 2025, leading to $24.67 million outflow from Trust Account.)
• November 2, 2025 — Business Combination Deadline (Extended deadline for the company to complete a business combination.)

Key Players & Entities

• ClimateRock (company) — registrant of the 10-Q filing
• U.N. SDG Support LLC (company) — Company's sponsor
• Nasdaq (regulator) — stock exchange that delisted ClimateRock
• $3,909 (dollar_amount) — cash balance as of June 30, 2025
• $6,892,611 (dollar_amount) — working capital deficit as of June 30, 2025
• $5,498,808 (dollar_amount) — cash and cash equivalents in Trust Account as of June 30, 2025
• $29,381,085 (dollar_amount) — cash and cash equivalents in Trust Account as of December 31, 2024
• $172,412 (dollar_amount) — net loss for three months ended June 30, 2025
• $357,450 (dollar_amount) — net loss for six months ended June 30, 2025
• $24.67 million (dollar_amount) — amount removed from Trust Account due to redemptions in April/May 2025

FAQ

Risk Factors

• Severe Liquidity Constraints [high — financial]: The company's cash outside the Trust Account has plummeted from $14,384 at December 31, 2024, to a mere $3,909 as of June 30, 2025. This severe reduction, coupled with a substantial decrease in the Trust Account balance to $5,498,808 from $29,381,085, primarily due to redemptions, indicates critical liquidity challenges.
• Significant Working Capital Deficit [high — financial]: As of June 30, 2025, ClimateRock faces a substantial working capital deficit of $6,892,611. This deficit, arising from current liabilities of $6,896,520 exceeding current assets of $3,909, underscores the company's precarious financial stability and its inability to meet short-term obligations.
• Delisting and Market Access [high — operational]: CLRWF securities were delisted from Nasdaq on April 10, 2025, after failing to complete a business combination by the deadline. Trading now occurs on the Pink tier of OTC Markets, significantly reducing visibility and potentially impacting future capital raising efforts and investor confidence.
• Increasing Liabilities [medium — financial]: Total liabilities have grown to $9,259,020 as of June 30, 2025, an increase from $8,130,482 at the end of 2024. This rise is driven by higher accrued liabilities and related-party loans, further straining the company's financial resources.
• Ongoing Net Losses [medium — financial]: Despite improvements, ClimateRock reported a net loss of $172,412 for Q2 2025 and $357,450 for the first six months of 2025. These ongoing losses, coupled with limited cash reserves, highlight the company's struggle to achieve profitability.
• Uncertainty of Business Combination [high — operational]: The company's existence is contingent on completing a business combination by the extended deadline of November 2, 2025. Failure to do so will likely result in the liquidation of the Trust Account and the return of funds to shareholders, effectively ending the company's operational life.

Industry Context

ClimateRock operates within the Special Purpose Acquisition Company (SPAC) sector, which has seen significant volatility. The industry is characterized by a race against time to identify and complete a business combination before a set deadline. Many SPACs face challenges in finding suitable targets and securing shareholder approval, leading to high redemption rates and increased scrutiny from regulators and investors.

Regulatory Implications

The delisting from Nasdaq due to failure to meet the business combination deadline highlights the strict regulatory environment for SPACs. Companies must adhere to listing requirements and timely disclosure obligations. The transition to OTC Markets may subject ClimateRock to different reporting and compliance standards, potentially impacting its ability to attract institutional investors.

What Investors Should Do

1. Monitor Business Combination Progress Closely
2. Assess Liquidity and Burn Rate
3. Understand Redemption Impact
4. Evaluate Management's Strategy for Combination

Key Dates

• 2025-04-10: CLRWF securities delisted from Nasdaq — Indicates failure to meet business combination deadline and transition to OTC Markets, impacting liquidity and investor perception.
• 2025-04-07: Initial business combination deadline — Failure to meet this deadline triggered the delisting and initiated the process for potential liquidation if a new combination is not found.
• 2025-11-02: Extended business combination deadline — Provides a final window for the company to find and complete a business combination, crucial for its survival.
• 2025-06-30: End of Q2 2025 — Reporting period for the 10-Q, showing significant cash depletion and increased liabilities.
• 2024-12-31: End of Fiscal Year 2024 — Baseline for comparison, showing a much stronger cash position and lower liabilities than at June 30, 2025.

Glossary

Trust Account

A segregated account holding funds raised from the IPO, typically used to fund a business combination or returned to shareholders upon liquidation. (The significant depletion of the Trust Account due to redemptions is a primary indicator of the company's financial distress and the approaching end of its operational runway.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating a potential inability to meet short-term obligations. (ClimateRock's substantial working capital deficit of $6,892,611 highlights its immediate financial instability and going concern risks.)

Redemptions

The process by which shareholders of a special purpose acquisition company (SPAC) choose to receive cash in exchange for their shares, typically when they do not approve of a proposed business combination or when the SPAC is nearing its deadline without a deal. (Massive redemptions have drained the Trust Account, severely impacting the company's available capital for operations and future business combinations.)

Related Party Loans

Loans provided by individuals or entities closely associated with the company, such as founders, executives, or affiliated companies. (The increase in related-party loans to $3,509,080 contributes to the company's growing total liabilities and financial strain.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future, typically at least 12 months from the reporting date. (The company faces significant going concern risks due to its severe liquidity issues, working capital deficit, and the impending business combination deadline.)

Year-Over-Year Comparison

Compared to December 31, 2024, ClimateRock's financial position has deteriorated significantly. Total assets have fallen from $29,395,469 to $5,502,717, primarily due to the depletion of the Trust Account from $29,381,085 to $5,498,808. Cash outside the Trust Account has also drastically reduced from $14,384 to $3,909. Total liabilities have increased from $8,130,482 to $9,259,020, exacerbating the liquidity crisis. The company now faces a substantial working capital deficit of $6,892,611, a stark contrast to the prior period, underscoring heightened financial instability and going concern risks.

Key Financial Figures

• $0.0001 — ,305 Class A ordinary shares, par value $0.0001 per share, and one Class B ordinary sha

Filing Documents

• ea0255338-10q_climate.htm (10-Q) — 689KB
• ea025533801ex4-1_climate.htm (EX-4.1) — 164KB
• ea025533801ex4-2_climate.htm (EX-4.2) — 98KB
• ea025533801ex10-1_climate.htm (EX-10.1) — 9KB
• ea025533801ex10-2_climate.htm (EX-10.2) — 8KB
• ea025533801ex10-3_climate.htm (EX-10.3) — 198KB
• ea025533801ex10-4_climate.htm (EX-10.4) — 203KB
• ea025533801ex31-1_climate.htm (EX-31.1) — 10KB
• ea025533801ex31-2_climate.htm (EX-31.2) — 10KB
• ea025533801ex32-1_climate.htm (EX-32.1) — 4KB
• ea025533801ex32-2_climate.htm (EX-32.2) — 4KB
• 0001213900-25-091754.txt ( ) — 5399KB
• clcr-20250630.xsd (EX-101.SCH) — 47KB
• clcr-20250630_cal.xml (EX-101.CAL) — 17KB
• clcr-20250630_def.xml (EX-101.DEF) — 224KB
• clcr-20250630_lab.xml (EX-101.LAB) — 382KB
• clcr-20250630_pre.xml (EX-101.PRE) — 231KB
• ea0255338-10q_climate_htm.xml (XML) — 472KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements 1 Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 1 Unaudited Consolidated Statements of Operations for the Three and Six Months ended June 30, 2025 and June 30, 2024 2 Unaudited Consolidated Statements of Changes in Shareholders' Deficit for the Three and Six Months ended June 30, 2025 and June 30, 2024 3 Unaudited Consolidated Statements of Cash Flows for the Six Months ended June 30, 2025 and June 30, 2024 4 Notes to the Unaudited Consolidated Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 27 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 41 Item 4.

Controls and Procedures

Controls and Procedures 41

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 42 Item 1A.

Risk Factors

Risk Factors 42 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43 Item 3. Defaults Upon Senior Securities 43 Item 4. Mine Safety Disclosures 43 Item 5. Other Information 43 Item 6. Exhibits 44

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS CLIMATEROCK CONSOLIDATED BALANCE SHEETS June 30, 2025 (Unaudited) December 31, 2024 ASSETS Current assets Cash $ 3,909 $ 14,384 Total current assets 3,909 14,384 Non-current assets Cash and cash equivalents held in Trust Account 5,498,808 29,381,085 Total non-current assets 5,498,808 29,381,085 TOTAL ASSETS $ 5,502,717 $ 29,395,469 LIABILITIES, COMMITMENTS AND CONTINGENCIES, AND SHAREHOLDERS' DEFICIT Current liabilities Accrued liabilities $ 1,628,499 $ 1,088,977 Administrative service fee payable - related party 358,941 304,941 Loan payable - related parties 3,509,080 3,074,064 Convertible promissory note payable - related party 1,400,000 1,300,000 Total current liabilities $ 6,896,520 $ 5,767,982 Non-current liabilities Deferred underwriting commission payable 2,362,500 2,362,500 Total non-current liabilities 2,362,500 2,362,500 TOTAL LIABILITIES $ 9,259,020 $ 8,130,482 COMMITMENTS AND CONTINGENCIES Class A ordinary shares, $ 0.0001 par value, subject to possible redemption. 448,431 and 2,465,223 shares at redemption value of $ 12.26 and $ 11.92 per share, including dividends earned on Trust Account, at June 30, 2025 and December 31, 2024, respectively 5,498,808 29,381,085 Total commitments and contingencies 5,498,808 29,381,085 SHAREHOLDERS' DEFICIT Class A ordinary shares, $ 0.0001 par value; 479,000,000 shares authorized; 2,086,874 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (excluding 448,431 and 2,465,223 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively.) 209 209 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024, respectively — — Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Additional paid-in ca

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View this 10-Q filing on SEC EDGAR