Current Report Filing (8-k)
May 03 2023 - 4:16PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 27, 2023
ClimateRock
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41363 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
50 Sloane Avenue
London, SW3 3DD, United Kingdom
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +44 203 954 0590
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| |
|
|
|
|
| Units, each consisting of one Class A Ordinary Share, one-half of one Redeemable Warrant and one Right |
|
CLRCU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
CLRC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
CLRCW |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination |
|
CLRCR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On May 2, 2023, ClimateRock
(the “Company”) issued a promissory note (the “Note”) in the aggregate principal amount of up to
$900,000 (the “Extension Funds”) to U.N. SDG Support LLC, a Delaware limited liability company, the Company’s
sponsor (the “Sponsor”), pursuant to which the Extension Funds will be deposited into the Company’s trust account
(the “Trust Account”) for the benefit of each outstanding Class A ordinary share of the Company (“Public Share”)
that was not redeemed in connection with the extension of the Company’s termination date from November 2, 2023 to May 2, 2024.
The Company will deposit $75,000
per month into the Trust Account, which equates to approximately $0.029 per remaining Public Share, for each calendar month (commencing
on May 2, 2023 and ending on the 1st day of each subsequent month) until May 2, 2024, or portion thereof, that is needed to complete an
initial business combination, for up to an aggregate of $900,000.
The Note bears no interest
and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, and (b) the date of the liquidation
of the Company. At the election of the Sponsor, up to $900,000 of the unpaid principal amount of the Note may be converted into warrants
of the Company identical to the warrants issued to the Sponsor in connection with a private placement that closed contemporaneously with
the Company’s initial public offering, at a conversion price of $1.00 per warrant. The converted warrants are entitled to the registration
rights set forth in the Note.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The foregoing description
is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity
Securities.
The disclosure set forth above in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference in this Item 3.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The disclosure contained in
Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2023, the Company
held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposal were
considered and acted upon by the shareholders of the Company:
(a) a proposal to amend the
Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the
date by which the Company has to consummate an initial business combination from November 2, 2023 to May 2, 2024(or such earlier date
as determined by the Company’s board of directors (the “Board”) in its sole discretion) (the “Extension
Amendment Proposal”);
(b) a proposal to amend the
Company’s amended and restated memorandum and articles of association to permit the Board, in its sole discretion, to elect to wind
up the Company’s operations on an earlier date than May 2, 2024 (the “Liquidation Amendment Proposal”); and
(c) a
proposal to approve 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”).
The
number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
| For |
|
Against |
|
Abstain |
| 6,438,391 |
|
823,843 |
|
0 |
Accordingly,
the Extension Amendment Proposal was approved.
| 2. | Liquidation Amendment Proposal |
| For |
|
Against |
|
Abstain |
| 6,436,891 |
|
825,343 |
|
0 |
Accordingly,
the Liquidation Amendment Proposal was approved.
As
there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been
previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders
holding 5,297,862 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of
the funds in the Company’s Trust Account. As a result, $55,265,334.22 (approximately $10.43 per share) will be removed from the
Trust Account to pay such holders.
The
Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on May 2, 2023. A copy of the Charter Amendment is
attached hereto as Exhibit 3.1, and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ClimateRock |
| |
|
|
| Date: May 3, 2023 |
By: |
/s/ Per Regnarsson |
| |
|
Name: |
Per Regnarsson |
| |
|
Title: |
Chief Executive Officer |
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