ClimateRock Seeks 6-Month Extension to Avoid Liquidation, Finalize GreenRock Deal

TL;DR

**ClimateRock's board is begging for more time to close the GreenRock deal, or this SPAC is toast; take the redemption if you want a quick buck.**

AI Summary

ClimateRock (CLRWF) is seeking shareholder approval to extend its deadline for completing a Business Combination from November 2, 2025, to May 2, 2026, via a Fourth Extension Amendment Proposal. This extension is crucial for the company to finalize the proposed GreenRock Business Combination, which has been in progress since December 30, 2023, and superseded by an Amended and Restated Agreement on March 21, 2025. Without this extension, ClimateRock faces a significant risk of liquidation, forcing it to redeem public shares at approximately $12.43 per share based on the Trust Account balance of $5.57 million as of October 7, 2025. The current market price for Class A Ordinary Shares was $12.10 on October 8, 2025, offering a redemption premium of $0.33 per share. The Board strongly recommends voting 'FOR' the extension to allow shareholders to participate in the future investment and provide flexibility for operations.

Why It Matters

This extension is critical for ClimateRock's survival, as failure to approve it would trigger liquidation, impacting investors who might prefer the GreenRock Business Combination over a cash redemption. For employees and customers, the successful completion of the GreenRock deal could mean continued operations and potential growth in the climate sector. In a competitive SPAC market, repeated extensions highlight challenges in deal execution, potentially signaling broader difficulties for similar entities. Investors must weigh the immediate cash redemption value against the long-term potential of the GreenRock merger.

Risk Assessment

Risk Level: high — The risk is high because failure to approve the Fourth Extension Amendment Proposal by a two-thirds majority will force ClimateRock to liquidate, redeeming public shares at approximately $12.43 per share. This is the fourth extension sought, indicating persistent challenges in closing a Business Combination since its IPO on May 2, 2022, and specifically the GreenRock Business Combination Agreement dated March 21, 2025.

Analyst Insight

Investors should carefully consider the $12.43 per share redemption value against the current market price of $12.10 and the potential upside/downside of the GreenRock Business Combination. If you prefer a guaranteed return and are skeptical of the merger's completion, exercise your redemption rights by October 27, 2025. If you believe in the GreenRock merger, vote 'FOR' the extension.

Key Numbers

• $5.57 million — Trust Account funds (As of October 7, 2025, used to calculate redemption price)
• $12.43 — Pro rata redemption price per Public Share (Based on Trust Account funds as of October 7, 2025)
• $12.10 — Closing price of Class A Ordinary Shares (On OTC Markets on October 8, 2025)
• May 2, 2026 — Proposed Fourth Extended Date (New deadline for Business Combination)
• November 2, 2025 — Current Termination Date (Existing deadline for Business Combination)
• 2,535,306 — Ordinary Shares issued and outstanding (As of Record Date October 7, 2025)
• October 29, 2025 — Extraordinary General Meeting date (Date for shareholder vote on extension)
• October 27, 2025 — Redemption tender deadline (Two business days prior to the Meeting)
• 2/3 — Required vote for Fourth Extension Amendment (Special resolution majority)
• March 21, 2025 — Date of Amended and Restated Merger Agreement (Superseding original GreenRock Business Combination Agreement)

Key Players & Entities

• ClimateRock (company) — Registrant seeking extension
• GreenRock Corp (company) — Target for Business Combination
• U.N. SDG Support LLC (company) — ClimateRock's sponsor
• Charles Ratelband V (person) — Executive Chairman of ClimateRock
• Ellenoff Grossman & Schole LLP (company) — Location of the extraordinary general meeting
• Continental Stock Transfer & Trust Company (company) — ClimateRock's transfer agent
• SEC (regulator) — Securities and Exchange Commission
• The Depository Trust Company (company) — System for electronic share delivery

FAQ

Risk Factors

• Risk of Liquidation and Shareholder Redemptions [high — financial]: Failure to complete the GreenRock Business Combination by the current deadline of November 2, 2025, or the proposed extended deadline of May 2, 2026, could lead to the Company's liquidation. This would result in public shareholders redeeming their shares at approximately $12.43 per share, based on the Trust Account balance of $5.57 million as of October 7, 2025. This redemption price is higher than the current market price of $12.10 for Class A Ordinary Shares.
• Dependence on Business Combination Completion [high — operational]: The Company's existence and ability to return value to shareholders are entirely dependent on the successful completion of the GreenRock Business Combination. Delays or failure to close the transaction, even with the proposed extension, pose a significant risk to the Company's operational continuity and the realization of shareholder value.
• Shareholder Approval for Extension [medium — regulatory]: The proposed Fourth Extension Amendment requires approval by a two-thirds majority of the votes cast by shareholders. Failure to secure this supermajority vote could prevent the extension, forcing liquidation and redemption of shares, thereby preventing the completion of the business combination.

Industry Context

ClimateRock operates in the special purpose acquisition company (SPAC) sector, which facilitates the process of taking private companies public. The industry is characterized by a need for timely business combination completion, as SPACs have a limited lifespan. Recent market conditions and regulatory scrutiny have increased the complexity and duration required for successful de-SPAC transactions.

Regulatory Implications

The proposed extension requires shareholder approval via a special resolution (two-thirds majority), highlighting the importance of shareholder consent in SPAC governance. Failure to meet this threshold could trigger liquidation. The process also involves adherence to SEC filing requirements for proxy statements and business combination disclosures.

What Investors Should Do

1. Vote on the Fourth Extension Amendment Proposal: Shareholders must vote 'FOR' to approve the extension of the business combination deadline to May 2, 2026, allowing more time to complete the GreenRock Business Combination and avoid liquidation.
2. Consider Redemption Rights: Public shareholders should be aware of their right to redeem shares at approximately $12.43 per share if the extension is approved, which offers a premium over the current market price of $12.10.
3. Review GreenRock Business Combination Details: Investors should familiarize themselves with the terms of the proposed GreenRock Business Combination, as detailed in previous SEC filings and the GreenRock Registration Statement, to assess its potential value.

Key Dates

• 2025-10-29: Extraordinary General Meeting — Shareholders will vote on the Fourth Extension Amendment Proposal and the Adjournment Proposal.
• 2025-10-07: Record Date — Determines which shareholders are entitled to vote at the Meeting.
• 2025-10-27: Redemption Tender Deadline — Deadline for shareholders to elect to redeem shares in connection with the Fourth Extension Amendment Proposal.
• 2025-11-02: Current Termination Date — Existing deadline for the Company to complete a Business Combination.
• 2026-05-02: Proposed Fourth Extended Date — New proposed deadline for the Company to complete a Business Combination if the amendment is approved.
• 2025-03-21: Amended and Restated Merger Agreement Date — Date of the agreement governing the proposed GreenRock Business Combination.

Glossary

Business Combination

A transaction such as a merger, share reconstruction, amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement, or other similar transaction with one or more businesses. (ClimateRock's primary objective is to complete such a transaction, specifically the GreenRock Business Combination.)

Trust Account

A U.S.-based trust account holding a portion of the IPO proceeds, used to fund redemptions and the business combination. (The balance in the Trust Account determines the per-share redemption price for public shareholders.)

Public Shareholders

Holders of Class A Ordinary Shares included in units sold in the IPO, excluding the Sponsor, directors, officers, or their affiliates. (These shareholders have the right to redeem their shares in connection with the extension vote and upon the completion or termination of the business combination.)

Fourth Extension Amendment

A proposed amendment to the Company's articles of association to extend the deadline for completing a Business Combination. (This is the primary proposal shareholders are being asked to approve at the extraordinary general meeting.)

Redemption

The right of public shareholders to have their shares repurchased for cash, typically at a price based on the Trust Account balance. (Shareholders can redeem their shares if the extension is approved, or if the business combination is not completed by the deadline.)

Year-Over-Year Comparison

This filing represents a request for a further extension of the business combination deadline, indicating that previous extensions have not been sufficient to close the GreenRock transaction. The core financial metrics of ClimateRock itself (revenue, net income, etc.) are not typically disclosed in detail in DEF 14A filings for SPACs, as their primary activity is the pursuit of a business combination rather than ongoing operations. The key change is the proposed extension of the termination date from November 2, 2025, to May 2, 2026, and the associated shareholder vote required.

Key Financial Figures

• $0.0001 — uo;s class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary
• $5.57 million — s in the Trust Account of approximately $5.57 million as of such date, the pro rata portion o
• $12.43 — Extension Redemptions was approximately $12.43 per Public Share (before taking into ac
• $89,686 — s taxes, if any, and (ii) approximately $89,686 (not including interest) that will be d
• $12.10 — o; OTC ”) on October 8, 2025, was $12.10. Accordingly, if the market price were
• $0.33 m — esult in a Public Shareholder receiving $0.33 more for each Public Share than if such P

Filing Documents

• ea0260848-def14a_climate.htm (DEF 14A) — 438KB
• 0001213900-25-098511.txt ( ) — 439KB

From the Filing

DEF 14A 1 ea0260848-def14a_climate.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) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): 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 ClimateRock Shareholders: On behalf of the board of directors (the “ Board ”) of ClimateRock, a Cayman Islands exempted company (the “ Company ” or “ ClimateRock ”), I invite you to attend an extraordinary general meeting of the Company (the “ Meeting ”). The Meeting will be held at 10:00 a.m. Eastern Time on October 29, 2025, at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned. The Notice of Meeting of Shareholders, the proxy statement (the “ Proxy Statement ”) and the proxy card that each accompany this letter are also available at https://www.cstproxy.com/climate-rock/ext2025 . Even if you plan to attend the Meeting, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your Ordinary Shares (as defined below) will be represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote. See the sections of the accompanying Proxy Statement entitled “ Questions and Answers ” and “ The Meeting ” for specific instructions on how to vote your Ordinary Shares. The accompanying Proxy Statement is dated October 14, 2025 and is first being mailed to shareholders of the Company on or about October 14, 2025. The accompanying Proxy when you vote. As discussed in the Proxy Statement, the purpose of the Meeting is to consider and vote upon the following proposals (the “ Proposals ”): i. Proposal One — A proposal to amend by special resolution (the “ Fourth 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 must consummate a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses (a “ Business Combination ” and such extension, the “ Fourth Extension ”) from November 2, 2025 (the “ Termination Date ”) to May 2, 2026 or such earlier date as determined by the Board in its sole discretion (the “ Fourth Extended Date ” and such proposal, the “ Fourth Extension Amendment Proposal ”). The text of the special resolution is as follows: “RESOLVED, as a special resolution, that the date by which the Company would be required to consummate a business combination be extended from November 2, 2025 to May 2, 2026 (or such earlier date as determined by the Company’s board of directors in its sole discretion) and the amendment to the amended and restated memorandum and articles of association of the Company, a copy of which is attached to the proxy statement as Annex A, be and is hereby adopted, in each case with effect from such date as the directors of the Company may determine.” ii. Proposal Two — 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 the foregoing proposal (the “Adjournment Proposal ”). For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Fourth Extension Amendment Proposal will not be submitted to the shareholders for a vote at such time. Each of the Proposals is more fully described in the accompanying Proxy Statement. Only holders of record of the Company’s class A ordinary

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