ClimateRock Details Unit Components: Shares, Warrants, Rights

TL;DR

**ClimateRock just clarified its unit structure, detailing shares, warrants, and rights.**

AI Summary

ClimateRock filed an 8-K on January 5, 2024, reporting a material definitive agreement from December 30, 2023, related to its units, which consist of one Class A ordinary share, one-half of one redeemable warrant, and one right. Each whole warrant is exercisable for one Class A ordinary share at $11.50, and each right entitles the holder to receive one-tenth of one Class A ordinary share upon the initial business combination. This matters to investors because it clarifies the components and terms of ClimateRock's publicly traded units, impacting their potential value and future conversion rights.

Why It Matters

This filing provides crucial details about the structure of ClimateRock's securities, directly affecting how investors value their holdings and understand potential future share dilution or gains.

Risk Assessment

Risk Level: low — This filing is informational, clarifying existing security terms rather than announcing a new, high-risk event.

Analyst Insight

Investors should review their ClimateRock holdings to understand the exact number of shares, warrants, and rights they possess, and factor the warrant exercise price and right conversion into their valuation models.

Key Numbers

• $11.50 — Warrant Exercise Price (The price at which each whole redeemable warrant can be exercised for one Class A ordinary share.)
• 1/2 — Warrants per Unit (Each unit includes one-half of one redeemable warrant.)
• 1/10 — Shares per Right (Each right entitles the holder to receive one-tenth of one Class A ordinary share upon consummation of the initial business combination.)

Key Players & Entities

• ClimateRock (company) — the registrant filing the 8-K
• December 30, 2023 (date) — date of the earliest event reported
• $11.50 (dollar_amount) — exercise price for each whole redeemable warrant

Forward-Looking Statements

• The clarity on unit components may lead to increased investor confidence in ClimateRock's security structure. (ClimateRock) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — LC Class A Ordinary Shares, par value $0.0001 CLRC The Nasdaq Stock Market LLC
• $11.50 — Ordinary Share at an exercise price of $11.50 CLRCW The Nasdaq Stock Market LLC
• $0 — vert into one ordinary share, par value $0.0001, issued by Holdings (each, a " Hol
• $24,348,000 — te Adjusted EBITDA of GreenRock exceeds $24,348,000 (the " EBITDA Minimum ") then a portion
• $14,502,000 — inimum, and the denominator of which is $14,502,000; provided that if the Adjusted EBITDA o
• $38,850,000 — he First Checkpoint Date, but less than $38,850,000 (the " EBITDA Target "), then a portion
• $14,502,000, m — inimum, and the denominator of which is $14,502,000, minus the number of Escrowed Shares relea
• $15,000,000 — ants, (vii) ClimateRock having at least $15,000,000 in available cash on the Closing Date,

Filing Documents

• ea191262-8k425_climate.htm (8-K) — 94KB
• ea191262ex2-1_climaterock.htm (EX-2.1) — 781KB
• ea191262ex10-1_climaterock.htm (EX-10.1) — 62KB
• ea191262ex10-2_climaterock.htm (EX-10.2) — 66KB
• 0001213900-24-001635.txt ( ) — 1414KB
• clrc-20231230.xsd (EX-101.SCH) — 4KB
• clrc-20231230_def.xml (EX-101.DEF) — 27KB
• clrc-20231230_lab.xml (EX-101.LAB) — 38KB
• clrc-20231230_pre.xml (EX-101.PRE) — 26KB
• ea191262-8k425_climate_htm.xml (XML) — 8KB

01 Entry Into A Material Definitive

Item 1.01 Entry Into A Material Definitive Agreement. Merger Agreement This section describes the material provisions of the Merger Agreement (as defined below), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Shareholders of ClimateRock and other interested parties are urged to read the Merger Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger Agreement. General Terms and Effects; Merger Consideration On December 30, 2023, ClimateRock, a Cayman Islands exempted company ( "ClimateRock" or "SPAC" ), entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the " Merger Agreement ") with GreenRock Corp, a Cayman Islands exempted company (" GreenRock " or the " Company "), ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of ClimateRock (" Holdings "), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdings (" SPAC Merger Sub "), and a Cayman Islands exempted company and a wholly owned subsidiary of Holdings expected to be named "GreenRock Merger Sub Corp.," which is in the process of being formed, and once formed, will enter into a joinder to the Merger Agreement (" Company Merger Sub " and together with SPAC Merger Sub, the " Merger Subs ") (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, the " Business Combination " or the " Transactions "). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) SPAC Merger Sub will merge with and into ClimateRock, with ClimateRock continuing as the surviving entity and wholly-owned subsidiary of Holdings (the " SPAC Merger "), in

View Full Filing

View this 8-K filing on SEC EDGAR