Item 7.01 Regulation FD Disclosure.
On October 6, 2022,
ClimateRock, a Cayman Islands exempted company, issued a press release announcing the execution of a Business Combination Agreement
(the “Business Combination Agreement”) providing for the proposed business combination of ClimateRock and
E.E.W. Eco Energy World PLC (“EEW”), a company organized under the laws of England and Wales and an independent global developer of
ready-to-build stage, utility scale solar photovoltaic projects, under a newly-formed Cayman Islands exempted company, ClimateRock
Holdings Limited (“Pubco”).
A copy of the press release
relating to entry into the Business Combination Agreement is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01
by reference.
The information in this
Item 7.01, including Exhibits 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act.
Forward-Looking
Statements
This 8-K contains certain
forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination (“Business
Combination”) between EEW and ClimateRock and Pubco, including statements regarding the benefits of the Business Combination, the
anticipated timing of the completion of the Business Combination, the services offered by EEW and the markets in which it operates, the
expected total addressable market for the services offered by EEW, the sufficiency of the net proceeds of the proposed Business Combination
to fund EEW’s operations and business plan and EEW’s projected future results. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the
risk that the Business Combination may not be completed in a timely manner or at all; (ii) the risk that the Business Combination may
not be completed by ClimateRock’s business combination deadline and the potential failure to obtain an extension of the business
combination deadline if sought by ClimateRock; (iii) the failure to satisfy the conditions to the consummation of the Business Combination,
including the adoption of the business combination agreement by the shareholders of ClimateRock, the satisfaction of the minimum trust
account amount following redemptions by ClimateRock’s public shareholders, retaining a minimum amount of available cash and the
receipt of certain governmental and regulatory approvals; (iv) the occurrence of any event, change or other circumstance that could give
rise to the termination of the business combination agreement; (v) the effect of the announcement or pendency of the Business Combination
on EEW’s business relationships, performance, and business generally; (vi) risks that the Business Combination disrupts current
plans and operations of EEW as a result; (vii) the outcome of any legal proceedings that may be instituted against EEW, ClimateRock,
Pubco or others related to the business combination agreement or the Business Combination; (viii) the ability of Pubco to meet Nasdaq
Stock Exchange listing standards at or following the consummation of the Business Combination; (ix) the ability to recognize the anticipated
benefits of Business Combination, which may be affected by a variety of factors, including changes in the competitive and highly regulated
industries in which EEW (and following the Business Combination, Pubco) operates, variations in performance across competitors and partners,
changes in laws and regulations affecting EEW’s business and the ability of EEW and the post-combination company to retain its
management and key employees; (x) the ability to implement business plans, forecasts, and other expectations after the completion of
the Business Combination ; (xi) the risk that EEW (and following the Business Combination, Pubco) will need to raise additional capital
to execute its business plan, which may not be available on acceptable terms or at all; (xii) the risk that Pubco experiences difficulties
in managing its growth and expanding operations; (xiii) the risk of cyber security or foreign exchange losses; (xiv) the effects of COVID-19
or other public health crises on the business and results of operations of EEW (and following the Business Combination, Pubco) and the
global economy generally; and (xv) costs related to the Business Combination. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of
ClimateRock’s Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus that will be
filed by Pubco, and other documents filed by ClimateRock and Pubco from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and EEW and ClimateRock assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. Neither EEW nor ClimateRock gives any assurance that either EEW or ClimateRock
will achieve its expectations.
Additional Information
and Where to Find It
This
8-K relates to the Business Combination, but does not contain all the information that should be considered concerning the Business Combination
and is not intended to form the basis of any investment decision or any other decision in respect of the transaction. Pubco intends to
file with the SEC a registration statement on Form F-4 relating to the transaction that will include a proxy statement of ClimateRock
and a prospectus of Pubco. When available, the definitive proxy statement/prospectus and other relevant materials will be sent to all
ClimateRock shareholders as of a record date to be established for voting on the Business Combination. ClimateRock and Pubco also will
file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and securities holders
of ClimateRock are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important
information about ClimateRock, EEW and the Business Combination.
Investors and securities holders
will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with
the SEC by ClimateRock and Pubco through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by
ClimateRock and Pubco may be obtained free of charge from ClimateRock’s website at https://www.climate-rock.com/or by contacting
its Chief Financial Officer, Abhishek Bawa, c/o ClimateRock, 50 Sloane Avenue, London, SW3 3DD, United Kingdom, at +44 203 954 0590 or
at info@climate-rock.com.
Participants in
the Solicitation
ClimateRock,
Pubco and EEW and their respective directors and officers may be deemed to be participants in the solicitation of proxies from ClimateRock’s
shareholders in connection with the Business Combination. Information about ClimateRock’s directors and executive officers and
their ownership of ClimateRock’s securities is set forth in ClimateRock’s filings with the SEC, including ClimateRock’s
final prospectus in connection with its initial public offering, which was filed with the SEC on April 29, 2022. To the extent that such
persons’ holdings of ClimateRock’s securities have changed since the amounts disclosed in ClimateRock’s final prospectus
in connection with its initial public offering, such changes have been or will be reflected on Statements of Change in Ownership on Form
4 filed with the SEC. Additional information regarding the names and interests in the Business Combination of ClimateRock’s and
EEW’s respective directors and officers and other persons who may be deemed participants in the Business Combination may be obtained
by reading the proxy statement/prospectus regarding the Business Combination when it becomes available. You may obtain free copies of
these documents as described in the preceding paragraph.
No Offer or Solicitation
This
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ClimateRock, Pubco or EEW,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
