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):
November 6, 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: + 44 208 050 7820
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 |
|
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.
As
previously disclosed by ClimateRock, a Cayman Islands exempted company (“ClimateRock”), in its Current Report on Form
8-K filed with the Securities and Exchange Commission on January 5, 2024, on December 30, 2023 ClimateRock entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with GreenRock Corp, a Cayman Islands exempted company (“GreenRock”),
ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of ClimateRock (“Holdings”),
ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdings (“SPAC Merger Sub”),
and upon execution of a joinder thereto GreenRock Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of
Holdings (“Company Merger Sub”) (all of the transactions contemplated by the Merger Agreement, including the issuances
of securities thereunder, the “Business Combination”).
On
November 6, 2024, ClimateRock, GreenRock, Holdings, SPAC Merger Sub, and Company Merger Sub entered into that certain Amendment to Agreement
and Plan of Merger (the “Amendment”), pursuant to which the Merger Agreement was amended to, among other things (i)
remove the $15,000,000 minimum cash closing condition, (ii) extend the outside date under the Merger Agreement from March 31, 2024 to
May 2, 2025, (iii) reduce the escrow share portion of the consideration from 16,885,000 Holdings Ordinary Shares (as defined below) to
4,000,000 Holdings Ordinary Shares and as a result reduce the overall Company Merger Consideration payable to the GreenRock shareholders
from 44,658,000 Holdings Ordinary Shares to 32,000,000 Holdings Ordinary Shares; (iv) revise the escrow share release provisions to provide
for the full release of the escrowed shares to the GreenRock shareholders in the event that the adjusted EBITDA for GreenRock for fiscal
year 2025 equals or exceeds $25,000,000 (otherwise the escrowed shares will be forfeited); and (v) add a covenant for GreenRock to complete
the acquisition of certain operating subsidiaries prior to the closing of the Business Combination.
The
foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to
the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information About the Business Combination and Where
to Find It
In
connection with the Merger Agreement and the proposed Business Combination, Holdings filed with the U.S. Securities and Exchange Commission
(the “SEC”) a registration statement/proxy statement on Form F-4 that also constitutes a prospectus of
Holdings with respect to the ordinary shares of Holdings (“Holdings Ordinary Shares”) to be issued in the proposed
transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available)
will be delivered to ClimateRock’s shareholders. ClimateRock may also file other relevant documents regarding the proposed transaction
with the SEC. 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 TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed
or will be filed with the SEC by ClimateRock and/or Holdings through the website maintained by the SEC at www.sec.gov. Copies of the documents
filed with the SEC by ClimateRock will be available 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, Holdings 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 when it becomes available. You may obtain free copies of these documents
as described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form
8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business
Combination between GreenRock and ClimateRock and Holdings, 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
a further extension of the business combination deadline if sought by ClimateRock; (iii) the failure to satisfy the ClimateRock’s
public shareholders, 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 Merger 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, Holdings or others related to the Merger Agreement or the Business Combination; (viii) the
ability of Holdings to satisfy 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 GreenRock (and following the Business Combination, Holdings) operates, variations
in performance across competitors and partners, changes in laws and regulations affecting GreenRock’s business and the ability of
GreenRock 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 GreenRock (and following the
Business Combination, Holdings) 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 Holdings 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, Holdings) 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 ClimateRock’s
Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus that will be filed by Holdings,
and other documents filed by ClimateRock and Holdings 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 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 GreenRock nor ClimateRock gives any assurance that either
GreenRock or ClimateRock will achieve its expectations.
No Offer or Solicitation
This Current Report on Form
8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business
combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this Form 8-K:
| * | The
exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to
furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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 |
| |
|
| |
By: |
/s/ Per Regnarsson |
| |
|
Name: |
Per Regnarsson |
| |
|
Title: |
Chief Executive Officer |
Dated: November 7, 2024
4
Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement
and Plan of Merger (this “Amendment”) is made and entered into as of November 6, 2024, by and among (i) ClimateRock,
a Cayman Islands exempted company (“SPAC”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company
and a wholly owned subsidiary of SPAC (“Holdings”), (iii) ClimateRock Merger Sub Limited, a Cayman Islands exempted
company and a wholly owned subsidiary of Holdings (“SPAC Merger Sub”), (iv) GreenRock Merger Sub Corp, a Cayman
Islands exempted company and a wholly owned subsidiary of Holdings (“Company Merger Sub”), and (v) GreenRock
Corp, a Cayman Islands exempted company (the “Company”). SPAC, Holdings, SPAC Merger Sub, Company Merger Sub
and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement
(defined below).
RECITALS:
A. The
Parties are parties to that certain Business Combination Agreement made and entered into as of December 30, 2023 (the “Original
Agreement”).
B. The
Parties desire to amend the Original Agreement (as amended from time to time, including by this Amendment, the “Merger Agreement”)
on the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the premises set forth above, and the other provisions contained in this Amendment, and intending to be legally bound
hereby, the Parties hereto agree as follows:
1. Amendments
to the Original Agreement.
(a) Section
1.01 of the Original Agreement is hereby amended by deleting the following definitions:
(i) “Company
2024 FY EBITDA Target”
(ii) “Company
2024 FY EBITDA Minimum”
(iii) “EBITDA
Excess”
(iv) “Escrow
Release Percentage”
(b) Section
1.01 of the Original Agreement is hereby amended by deleting the definitions of “Escrowed Shares” and “Holdings Equity
Plan” in their entirety and replacing them with the following:
“Escrowed Share
Consideration” means 4,000,000 Holdings Ordinary Shares, each an “Escrowed Share” or collectively, the “Escrowed
Shares.”
“Holdings Equity
Plan” means the 2025 Equity Incentive Plan of Holdings, in a form to be mutually agreed upon by the Company and SPAC.
(c) Section
1.01 of the Original Agreement is hereby amended by adding the following new definitions:
(i) “Accretion”
means Accretion Energies Limited, a company formed under the laws of England and Wales, and its Subsidiaries.
(ii) “Accretion
Acquisition” has the meaning specified in Section 7.12(b).
(iii) “Company
2025 FY EBITDA Target” means $25,000,000.
(iv) “Escrow
Share Release” has the meaning specified in Section 2.08(c).
(v) “Subsidiary
Acquisitions” has the meaning specified in Section 7.12(b).
(vi) “TEP
Acquisition” has the meaning specified in Section 7.12(a).
(vii) WindshareFund
Acquisition” has the meaning specified in Section 7.12(b).
(viii) WindshareFund
Entities” means each of WindShareFund I B.V., WindShareFund II B.V., WindShareFund III B.V., WindShareFund N.V., and their respective
Subsidiaries.
(d) Section
2.08(c) of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
(c) Escrowed
Shares and Escrow. Of the Holdings Ordinary Shares to be issued as Company Merger Consideration at the Closing, the Company
Shareholders shall deposit the Escrowed Shares with the Escrow Agent and such Escrowed Shares shall become subject to forfeiture by the
Company Shareholders following the Closing as set forth in this Section 2.08(c).
(i) At
or prior to the Closing, the Parties and an agent mutually acceptable to SPAC and the Company, as escrow agent (the “Escrow Agent”),
shall enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to the SPAC and the Company
(the “Escrow Agreement”), pursuant to which the Company Shareholders shall deposit the Escrowed Shares with the Escrow
Agent, to be held in a segregated escrow account (the “Escrow Account”). The Company Shareholders shall be shown as
registered owners of their respective Escrowed Shares on the books and records of Holdings and shall be entitled to exercise voting rights
with respect to such Escrowed Shares, and any dividends, distributions and other earnings on the Escrowed Shares while in the Escrow Account
shall be paid directly to the Company Shareholders.
(ii) On
the date that the Company’s audited financial statements for fiscal year 2025 are filed with the SEC, (A) if the Company Adjusted
EBITDA for fiscal year 2025 is less than the Company 2025 FY EBITDA Target, all Escrowed Shares shall be forfeited by the Company Shareholders
and surrendered to Holdings for no consideration pursuant to the Cayman Act and the Organizational Documents of Holdings and cancelled,
and (B) if the Company Adjusted EBITDA for fiscal year 2025 is equal to or greater than Company 2025 FY EBITDA Target, then all of the
Escrowed Shares shall be released proportionately to the Company Shareholders (the “Escrow Share Release”).
(iii) All
certificates or book entries representing the Escrowed Shares shall bear a legend referencing that they are subject to forfeiture pursuant
to the provisions of this Agreement, and any transfer agent will be given appropriate stop transfer orders; provided, however, if the
Escrowed Shares are to be released to the Company Shareholders pursuant to the Escrow Share Release, such Escrowed Shares shall be promptly
released from the Escrow Account to the respective Company Shareholders pro rata and the Parties shall promptly cause the removal of such
legend, as applicable, with respect to the applicable Holdings Ordinary Shares and direct such transfer agent that such stop transfer
orders are no longer applicable.
(iv) If
there is a dispute with respect the calculation of Company Adjusted EBITDA, it shall be submitted to an independent accounting expert
mutually agreeable to the Parties (“Independent Expert”) for final resolution. Each Party will use their commercially
reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of
the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party
and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions
of this Agreement. It is the intent of the Parties that the activities of the Independent Expert are not (and should not be considered
to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including
rules with respect to procedures and discovery). Each Party will request that the Independent Expert’s determination be made within
thirty (30) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Parties
and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error).
(e) Section
5.06 of the Original Agreement is hereby amended by deleting the words “May 2, 2024 “and replacing them with “May
2, 2025”.
(f) Section
7.12 of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
7.12 Subsidiary
Acquisitions.
(a) The
Parties acknowledge and agree that after the date of this Agreement but prior to the Closing, the Company shall complete the acquisition
of TEP Renewables Limited and its Subsidiaries (collectively, “TEP”, and such acquisition, the “TEP Acquisition”),
and that the representations and warranties of the Company with respect to TEP are limited to the representations and warranties received
from TEP in the applicable share purchase agreement that were previously provided to SPAC.
(b) The
Parties acknowledge and agree that after the date of this Agreement but prior to the Closing, pursuant to share purchase agreements that
have been provided to SPAC, Accretion shall acquire all of the equity interests in the WindshareFund Entities (the “WindshareFund
Acquisition”) and promptly after the WindshareFund Acquisition, but prior to the Closing, the Company shall acquire all of the
equity interests in Accretion (the “Accretion Acquisition”, and together with the TEP Acquisition and the WindshareFund
Acquisition, the “Subsidiary Acquisitions”).
(g) Section
8.03(j) of the Original Agreement is hereby deleted in its entirety.
(h) Section
9.01(b) of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
(b) by
written notice by SPAC or the Company if any of the conditions to the Closing set forth in ARTICLE VIII have not been satisfied or waived
by May 2, 2025 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 9.01(b)
shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant
or obligation under this Agreement was the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before
the Outside Date;
2. Miscellaneous.
Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain unchanged
and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly
or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of
any party, except as expressly set forth herein. Any reference to the Merger Agreement in the Merger Agreement or any other agreement,
document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended
by this Amendment (or as the Merger Agreement may be further amended or modified after the date hereof in accordance with the terms thereof).
The Original Agreement, as amended by this Amendment, together with the documents or instruments attached hereto or thereto or referenced
herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Merger Agreement, and
supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to its subject matter. If
any provision of the Original Agreement is materially different from or inconsistent with any provision of this Amendment, the provision
of this Amendment shall control, and the provision of the Original Agreement shall, to the extent of such difference or inconsistency,
be disregarded. This Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Original Agreement,
and, without limiting the foregoing, Sections 10.01 through 10.09 and Sections 10.11 through 10.16 of the Original Agreement are hereby
incorporated herein by reference as if fully set forth herein, and such provisions apply to this Amendment as if all references to the
“Agreement” contained therein were instead references to this Amendment.
{Remainder of page intentionally left blank;
signature page follows}
IN WITNESS WHEREOF, each Party
hereto has caused this Amendment to be signed and delivered as of the date first written above.
| |
SPAC: |
|
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|
|
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ClimateRock |
| |
|
|
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By: |
/s/ Niels Brix |
| |
Name: |
Niels Brix |
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Title: |
Chairman of Special Committee |
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|
|
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HOLDINGS: |
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|
|
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CLIMATEROCK HOLDINGS LIMITED |
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|
|
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By: |
/s/ Per Regnarsson |
| |
Name: |
Per Regnarsson |
| |
Title: |
Director |
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|
|
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SPAC MERGER SUB: |
| |
|
|
| |
CLIMATEROCK MERGER SUB LIMITED |
| |
|
|
| |
By: |
/s/ Per Regnarsson |
| |
Name: |
Per Regnarsson |
| |
Title: |
Director |
| |
|
|
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COMPANY MERGER SUB: |
| |
|
|
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GREENROCK MERGER SUB CORP |
| |
|
|
| |
By: |
/s/ Per Regnarss |
| |
Name: |
Per Regnarsson |
| |
Title: |
Director |
[Signature Page to Amendment to Agreement and Plan of Merger]
IN WITNESS WHEREOF, each Party
hereto has caused this Amendment to be signed and delivered as of the date first written above.
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COMPANY: |
| |
|
| |
GreenRock
Corp |
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|
|
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By: |
/s/ Per Regnarsson |
| |
Name: |
Per Regnarsson |
| |
Title: |
Director |
| |
|
|
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By: |
/s/ Charles
Ratelband |
| |
Name: |
Charles
Ratelband |
| |
Title: |
Director |
[Signature Page to
Amendment to Agreement and Plan of Merger]
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