ClimateRock Announces Extraordinary General Meeting to Extend Business Combination Deadline
Ticker: CLRWF · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 1903392
| Field | Detail |
|---|---|
| Company | Climaterock (CLRWF) |
| Form Type | DEF 14A |
| Filed Date | Apr 12, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.0001, $0, $50,000, $600,000, $11.56 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ClimateRock, Proxy Statement, Business Combination, Shareholder Meeting, Extension Amendment
TL;DR
<b>ClimateRock is seeking shareholder approval to extend its business combination deadline by one year, from May 2, 2024, to May 2, 2025.</b>
AI Summary
ClimateRock (CLRWF) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. ClimateRock will hold an extraordinary general meeting on April 29, 2024, at 9:00 a.m. ET. The meeting will consider a proposal to extend the deadline for consummating a business combination from May 2, 2024, to May 2, 2025. Shareholders can participate via live webcast at https://www.cstproxy.com/climate-rock/2024. The company's 2023 Annual Report on Form 10-K is also available at the meeting link. The meeting agenda includes a proposal to amend the company's memorandum and articles of association regarding the business combination deadline.
Why It Matters
For investors and stakeholders tracking ClimateRock, this filing contains several important signals. Extending the deadline provides the company with additional time to identify and complete a suitable business combination, potentially increasing shareholder value if a favorable deal is secured. Failure to extend the deadline could lead to the company's dissolution and return of funds to shareholders, which may be less favorable than a successful business combination.
Risk Assessment
Risk Level: low — ClimateRock shows low risk based on this filing. The filing is a routine proxy statement for an upcoming shareholder meeting, with no immediate financial or operational risks disclosed.
Analyst Insight
Shareholders should carefully review the proxy statement and vote on the proposed extension amendment to align with their investment objectives.
Key Numbers
- April 29, 2024 — Meeting Date (Extraordinary general meeting date)
- May 2, 2024 — Original Termination Date (Deadline to consummate a business combination)
- May 2, 2025 — Extended Date (Proposed new deadline to consummate a business combination)
Key Players & Entities
- ClimateRock (company) — Registrant name
- 2024-04-29 (date) — Date of meeting
- 9:00 a.m. Eastern Time (time) — Time of meeting
- Ellenoff Grossman & Schole LLP (company) — Location of meeting
- 1345 Avenue of the Americas New York, New York 10105 (location) — Address of meeting
- May 2, 2024 (date) — Original termination date
- May 2, 2025 (date) — Proposed extended date
FAQ
When did ClimateRock file this DEF 14A?
ClimateRock filed this Proxy Statement (DEF 14A) with the SEC on April 12, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ClimateRock (CLRWF).
Where can I read the original DEF 14A filing from ClimateRock?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ClimateRock.
What are the key takeaways from ClimateRock's DEF 14A?
ClimateRock filed this DEF 14A on April 12, 2024. Key takeaways: ClimateRock will hold an extraordinary general meeting on April 29, 2024, at 9:00 a.m. ET.. The meeting will consider a proposal to extend the deadline for consummating a business combination from May 2, 2024, to May 2, 2025.. Shareholders can participate via live webcast at https://www.cstproxy.com/climate-rock/2024..
Is ClimateRock a risky investment based on this filing?
Based on this DEF 14A, ClimateRock presents a relatively low-risk profile. The filing is a routine proxy statement for an upcoming shareholder meeting, with no immediate financial or operational risks disclosed.
What should investors do after reading ClimateRock's DEF 14A?
Shareholders should carefully review the proxy statement and vote on the proposed extension amendment to align with their investment objectives. The overall sentiment from this filing is neutral.
How does ClimateRock compare to its industry peers?
ClimateRock is a special purpose acquisition company (SPAC) focused on identifying and completing a business combination.
Are there regulatory concerns for ClimateRock?
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
Risk Factors
- Extension of Time to Consummate a Business Combination [medium — financial]: The company may not be able to complete an initial business combination within the required timeframe, potentially leading to dissolution.
Industry Context
ClimateRock is a special purpose acquisition company (SPAC) focused on identifying and completing a business combination.
Regulatory Implications
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
What Investors Should Do
- Review the proxy statement for details on the proposed extension amendment.
- Vote on Proposal 1 to approve the Extension Amendment.
- Participate in the shareholder meeting via webcast or by proxy.
Key Dates
- 2024-04-29: Extraordinary General Meeting — To vote on extending the business combination deadline.
Glossary
- Business Combination
- A merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination. (The company's primary objective is to complete a business combination.)
- Extension Amendment
- An amendment to the company's governing documents to extend the deadline for consummating a business combination. (This is the core proposal being voted on at the shareholder meeting.)
Year-Over-Year Comparison
This is a DEF 14A filing, indicating it is a definitive proxy statement for a shareholder meeting, distinct from a typical 10-K or 10-Q filing.
Filing Stats: 4,600 words · 18 min read · ~15 pages · Grade level 19.9 · Accepted 2024-04-12 17:07:37
Key Financial Figures
- $0.0001 — our class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary
- $0 — ompany’s Class A ordinary shares, $0.0001, par value per share included in t
- $50,000 — agreed to contribute to us as a loan of $50,000 for each calendar month (commencing on
- $600,000 — ggregate Contributions of approximately $600,000. Each Contribution will be deposited in
- $11.56 — quent liquidation will be approximately $11.56 per share, in comparison to the current
- $11.32 — rent redemption amount of approximately $11.32 per share (assuming no Public Shares we
- $1.00 — k’s IPO, at a conversion price of $1.00 per warrant. The Board will have the so
- $11.30 — sdaq Global Market on April 9, 2024 was $11.30. Accordingly, if the market price were
- $0.02 m — esult in a public shareholder receiving $0.02 more for each share than if such sharehol
Filing Documents
- ea0203786-def14a_climaterock.htm (DEF 14A) — 452KB
- 0001213900-24-032616.txt ( ) — 453KB
From the Filing
DEF 14A 1 ea0203786-def14a_climaterock.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 CLIMATEROCK (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11. CLIMATEROCK 25 Bedford Square London, WC1B 3HH, United Kingdom Dear Shareholders: On behalf of the board of directors (the “ Board ”) of ClimateRock (“ ClimateRock ,” the “ Company ,” “ we ” or similar terminology), I invite you to attend an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “ Meeting ”). The Meeting will be held at 9:00 a.m. Eastern Time on April 29, 2024, at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas New York, New York 10105. You can participate in the meeting and vote via live webcast by visiting https://www.cstproxy.com/climate-rock/2024 . The Notice of Meeting of Shareholders, the proxy statement, the proxy card and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that each accompany this letter are also available at https://www.cstproxy.com/climate-rock/2024 . As discussed in the enclosed proxy statement, the purpose of the Meeting is to consider and vote upon the following proposals: (i) Proposal 1 — A proposal to amend by special resolution (the “ Extension Amendment ”) the Company’s amended and restated memorandum and articles of association, as amended prior to the date hereof (the “ M&A ”) in the form set forth in Annex A to the accompanying proxy statement to extend the date by which the Company would be required to consummate a business combination (the “ Extension ”) from May 2, 2024 (the “ Termination Date ”) to May 2, 2025 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “ Extended Date ”) (such period, the “ Extension Period ” and such proposal, the “ Extension Amendment Proposal ”); (ii) Proposal 2 — A proposal to amend by special resolution (the “ Liquidation Amendment ”, and together with the Extension Amendment, the “ M&A Amendments ”) the M&A in the form set forth in Annex A to the accompanying proxy statement to permit our Board, in its sole discretion, to elect to wind up our operations on, or on an earlier date than May 2, 2025 (the “ Liquidation Amendment Proposal ”); (iii) Proposal 3 — A proposal to ratify, by ordinary resolution, the selection by our audit committee of the Board of UHY LLP (“ UHY ”) to serve as our independent registered public accounting firm for the year ending December 31, 2024 (the “ Auditor Ratification Proposal ”); and (iv) Proposal 4 —  A proposal to approve by ordinary resolution the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal ”). Approval of the Extension Amendment Proposal and the Liquidation Amendment Proposal (together, the “ M&A Amendment Proposals ”) are each conditioned on one another. This means that unless both proposals are approved by the shareholders, none of the M&A Amendment Proposals will take effect. Each of the M&A Amendment Proposals, the Auditor Ratification Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Only holders of record of our class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary Shares ” or “ Class A ordinary shares ”) and our class B ordinary shares, par value $0.0001 per share (the “ Class B Ordinary Shares ” or “ Class B ordinary shares ”, and together with the Class A Ordinary Shares, the “ Ordinary Shares” ) at the close of business on April 5, 2024 are entitled to notice of the Meeting and to vote at the Meeting and any adjournments or postponements of the Meeting. Our Board has