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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): May
20, 2024
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.) |
25 Bedford Square
London, WC1B
3HH, United
Kingdom
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: +44 730 847 5096
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2024, the Board of
Directors (the “Board”) of ClimateRock, a Cayman Islands exempted company (the “Company”), appointed
Dariusz Sliwinski as a director, effective immediately. Mr. Sliwinski qualifies as an independent director and is appointed to serve as
the chair of the audit committee and the member of the compensation committee and the nominating and corporate governance committee of
the Board.
Mr. Sliwinski,
age 62, has been serving as the Director of Institutional Product Development at Burj Financial Consultants since 2018, a
director at Morningside Financial Ltd, a business consulting firm, since May 2022, and an independent director and advisor at Palmela
Capital Limited, an investment fund, since February 2024. From 2021 to 2023, Mr. Sliwinski served as an advisor at the Untitled
Ventures, a venture capital fund in the United Kingdom, providing oversight of fund and portfolio management including capital raising
efforts and establishment of strategic partnerships. From 2017 to 2018, Mr. Sliwinski served as Chief Investment Officer and Head of Asset
Management at Ubhar Capital, a private investment bank, leading the bank’s investment management practice. Mr. Sliwinski’s
prior leadership positions in international hedge funds and alternative asset management firms provide a solid foundation of financial
management decision making and complex due diligence expertise. Mr. Sliwinski holds a master’s degree in business administration
from SDA Bocconi, Milan, a postgraduate European studies degree from University of Lodz and a master’s degree in electronic engineering
from Lodz University of Technology.
There are no family relationships
between Mr. Sliwinski and any director, executive officer, or person nominated or chosen
by the Company to become an executive officer of the Company. There are no transactions between the Company and Mr. Sliwinski
that are subject to disclosure under Item 404(a) of Regulation S-K.
In connection with the appointment,
the Company and Mr. Sliwinski entered into a joinder to a letter agreement, as well as an
indemnification agreement, which are substantially similar to the letter agreement and indemnification agreements, respectively, entered
into by the current officers and directors of the Company.
Item 8.01 Other Events
On May 21, 2024, the Company
issued a press release announcing the appointment of Mr. Sliwinski. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein 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 21, 2024 |
By: |
/s/ Per Regnarsson |
| |
|
Name: |
Per Regnarsson |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Filed by ClimateRock
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company: ClimateRock Holdings Limited
Commission File No.: 333- 276718
Date: May 21, 2024
ClimateRock Appoints Dariusz Sliwinski to the Board
of Directors
London, United Kingdom, May 21, 2024 (GLOBE NEWSWIRE)
-- ClimateRock (NASDAQ: CLRC) (“ClimateRock” or the “Company”), a special purpose acquisition company formed for
the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, announced today the appointment of Dariusz Sliwinski as an independent member to its Board of Directors,
effective May 20, 2024. Concurrently, Mr. Sliwinski was appointed as a member and Chairman of the Audit Committee and to serve on the
Company’s Special Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.
Mr. Sliwinski
has been serving as the Director of Institutional Product Development at Burj Financial Consultants since 2018, a
director at Morningside Financial Ltd, a business consulting firm, since May 2022, and an independent director and advisor at Palmela
Capital Limited, an investment fund, since February 2024. From 2021 to 2023, Mr. Sliwinski served as an advisor at the Untitled
Ventures, a venture capital fund in the United Kingdom, providing oversight of fund and portfolio management including capital raising
efforts and establishment of strategic partnerships. From 2017 to 2018, Mr. Sliwinski served as Chief Investment Officer and Head of Asset
Management at Ubhar Capital, a private investment bank, leading the bank’s investment management practice. Mr. Sliwinski’s
prior leadership positions in international hedge funds and alternative asset management firms provide a solid foundation of financial
management decision making and complex due diligence expertise. Mr. Sliwinski holds a master’s degree in business administration
from SDA Bocconi, Milan, a postgraduate European studies degree from University of Lodz and a master’s degree in electronic engineering
from Lodz University of Technology.
Per Regnarsson, Chief Executive Officer of ClimateRock,
commented, “We are pleased to welcome Dariusz to our Board as an Independent Director and as a member of our Audit, Compensation,
Nominating, Corporate Governance and Special Committees. Dariusz’s distinguished career in financial management spans a variety
of global investment and asset management funds, encompasses deep familiarity and oversight of intricate global market financing structures,
and illustrates a track record of facilitating broad public and private strategic partnerships providing a robust history of assets that
will support the long-term strategic objectives of the combined company. We are fortunate to have Dariusz join our board during this transformational
period. We are dedicated to the mission of developing our business into a lead innovator by forming an integrated value chain that provides
a renewable energy solution.”
Mr. Sliwinski commented, “With my diverse experience
in financial management and rigorous due diligence processes across specialty assets, I am honored to be recognized by the ClimateRock
leadership team as someone who can assist ClimateRock in realizing its objectives and maximizing shareholder value. The business combination
of ClimateRock and GreenRock represents a promising differentiated operating model. As GreenRock continues to make strides towards its
public listing, the combined businesses present an opportunity to simplify the renewable energy sector with an end to end renewable energy
solution creating operating efficiencies in a fragmented space and aligned with its mission to accelerate the next generation of renewable
energy.”
On January 5, 2024, GreenRock announced an Agreement
and Plan of Merger with ClimateRock (NASDAQ: CLRC), dated as of December 30, 2023 (the “Business Combination Agreement”).
Upon the closing of the business combination between ClimateRock and GreenRock contemplated by the Business Combination Agreement (the
“Business Combination”), a holding company that will own both ClimateRock and GreenRock (“Pubco”) is expected
to be listed on the Nasdaq Stock Market (“Nasdaq”) and will be led by Per Regnarsson, the Chief Executive Officer of both
GreenRock and ClimateRock.
The Business Combination will require approval of
the shareholders of ClimateRock and the shareholders of GreenRock and will be subject to the satisfaction of customary closing conditions.
The description of the Business Combination provided
here is only a summary and should be considered as qualified in its entirety by the Business Combination Agreement. A copy of the Business
Combination Agreement was filed as an exhibit to ClimateRock’s Current Report on Form 8-K with the Securities and Exchange Commission
(the “SEC’) on January 5, 2024, where the material terms of the Business Combination are disclosed.
Advisors
A.G.P./Alliance Global Partners is serving as financial
advisor to GreenRock. Ellenoff Grossman & Schole LLP is acting as legal counsel to GreenRock.
Maxim Group LLC is serving as financial advisor to
ClimateRock. ArentFox Schiff LLP is acting as legal counsel to ClimateRock.
Ogier (Cayman) LLP is acting as Cayman Islands legal
counsel in respect of certain Cayman Islands matters relating to the Business Combination.
About GreenRock
GreenRock is an independent energy producer focusing
on development and ownership of renewable power, battery storage and hydrogen production assets. With a dire need for the acceleration
of the green energy transition, GreenRock is instrumental in developing energy and capital efficient integrated solutions in partnership
with offtakes in particular sectors, including agriculture, processing industries and the maritime markets. Emphasizing innovation, GreenRock
is expanding its focus to include green hydrogen production and related transition fuels.
Headquartered in London, GreenRock has offices across
Europe and a broad geographical reach with operational assets and projects under development in several strategic locations. This broad
geographic footprint underscores the company's diversification and offers agility in a constantly changing marketplace. For more information,
visit GreenRock's website at www.grrck.com.
About ClimateRock
ClimateRock is a special purpose acquisition company
led by Chairman, Charles Ratelband, and CEO, Per Regnarsson, and is incorporated as a Cayman Islands exempted company for the purpose
of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses in any industry or geographic location, but it is focused on acquiring a target within the sustainable energy industry
in the Organization for Economic Co-operation and Development countries, including climate change, environment, renewable energy and emerging,
clean technologies. For more information, please visit Driving The Energy Transition - ClimateRock (climate-rock.com).
Forward Looking Statement
This press release contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed Business Combination between GreenRock and ClimateRock,
including statements regarding the benefits of the Business Combination, the anticipated timing of the completion of the Business Combination,
the services offered by GreenRock and the markets in which it operates, the expected total addressable market for the services offered
by GreenRock, the sufficiency of the net proceeds of the proposed Business Combination to fund GreenRock’s operations and business
plan and GreenRock’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 ClimateRock’s public shareholders, to retain a minimum amount of available cash and to receive 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 GreenRock’s business relationships, performance,
and business generally; (vi) risks that the Business Combination disrupts current plans and operations of GreenRock as a result; (vii)
the outcome of any legal proceedings that may be instituted against GreenRock, ClimateRock, Pubco or others related to the Business Combination
Agreement or the Business Combination; (viii) the ability of Pubco to satisfy Nasdaq 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 GreenRock (and following the Business
Combination, Pubco) operates, variations in performance across competitors and partners, changes in laws and regulations affecting GreenRock’s
business and the ability of GreenRock and Pubco 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 GreenRock (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 public health crises or regional wars and conflicts on the business and results
of operations of GreenRock (and following the Business Combination, Pubco) and the global economy generally; and (xv) the 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 the Registration Statement, 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
GreenRock, ClimateRock and Pubco 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. None of GreenRock, ClimateRock and Pubco gives any assurance that they will
achieve their expectations.
Additional Information and Where to Find It
In connection with the Business Combination, Pubco
filed with the SEC a Registration Statement on Form F-4 relating to the Business Combination that includes a preliminary 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. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION
THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED BUSINESS COMBINATION AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION
OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF CLIMATEROCK ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT
ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED 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, 25 Bedford Square, WC1B 3HH, London, United Kingdom, at +44 208 050 7820 or at info@climate-rock.com.
Participants in the Solicitation
ClimateRock, Pubco and GreenRock 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 GreenRock’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. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This press release 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 GreenRock, 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.
ClimateRock
Phone number: +44 208 050 7820
Email: info@climate-rock.com
Contact: Abhishek Bawa
ClimateRock Investor Relations
Phone number: +1 203 663 3550
Email: CLRCU@mzgroup.us
Contact: Rory Rumore / Shannon Devine
Phone number: +44 208 050 7820
Email: info@climate-rock.com
Contact: Julia Bron
GreenRock Press Enquiries
Phone number: +44 7747 767496
Email: per.regnarsson@grrck.com
Contact: Per Regnarsson
Source: ClimateRock, GreenRock
v3.24.1.1.u2
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May 20, 2024 |
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|
| Document Period End Date |
May 20, 2024
|
| Entity File Number |
001-41363
|
| Entity Registrant Name |
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|
| Entity Central Index Key |
0001903392
|
| Entity Tax Identification Number |
00-0000000
|
| Entity Incorporation, State or Country Code |
E9
|
| Entity Address, Address Line One |
25 Bedford Square
|
| Entity Address, City or Town |
London
|
| Entity Address, Country |
GB
|
| Entity Address, Postal Zip Code |
WC1B
3HH
|
| City Area Code |
44
|
| Local Phone Number |
730 847 5096
|
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true
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false
|
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ClimateRock (NASDAQ:CLRCW)
過去 株価チャート
から 5 2024 まで 6 2024
ClimateRock (NASDAQ:CLRCW)
過去 株価チャート
から 6 2023 まで 6 2024
