ClimateRock (CLRCF) shareholders approved an amendment extending the deadline to complete an initial Business Combination from November 2, 2026, to May 2, 2027, or an earlier date determined by the board in its sole discretion. The extension proposal received 1,968,750 votes for and zero against or abstaining.
Holders of 227 Public Shares exercised redemption rights for a pro rata portion of the Trust Account. Approximately $3,047, or approximately $13.42 per share, will be removed from the Trust Account to pay them. After the redemptions, 7,582 Public Shares were issued and outstanding. ClimateRock filed the Articles Amendment with the Cayman Islands Registrar of Companies on October 29, 2026.
ClimateRock (CLRCF), GreenRock, Holdings and the two merger subsidiaries amended their merger agreement on October 19, 2026, for the proposed business combination. The amendment removes the contemplated acquisition of TEP Renewables Limited as a closing condition and removes the earnout escrow.
It clarifies that the closing share consideration increased from 28,000,000 to 32,000,000 ordinary shares of Holdings after the shares subject to earnout escrow were removed, while aggregate merger consideration remains unchanged. The parties also extended the agreement’s outside date from May 2, 2025, to March 31, 2027.
ClimateRock reported a net loss of $292,815 for the six months ended June 30, 2026, compared with $357,450 in the same 2025 period. At June 30, 2026, it held $5,070 in cash outside its Trust Account and $103,568 in the Trust Account, with an $8,225,948 working capital deficit.
Management said these conditions raise substantial doubt about ClimateRock’s ability to continue as a going concern for one year from the statements’ issuance, and said a business combination by November 2, 2026 is not assured. Its public securities were delisted from Nasdaq in 2025 and are quoted on OTC Markets’ Pink Limited tier.
On October 19, 2026, ClimateRock amended its GreenRock business combination agreement, removing the contemplated TEP Renewables acquisition as a closing condition and the earnout escrow, and extending the outside date to March 31, 2027. A shareholder meeting scheduled for October 29, 2026 was to consider extending the company’s combination deadline from November 2, 2026 to May 2, 2027, or an earlier date set by the board.
ClimateRock reported a first-quarter net loss of $168,338 and continued its search for a business combination as a blank-check company. The loss compared with $185,038 in the prior-year quarter. Formation and operating costs were $139,756, while Trust Account dividend income was $1,418, versus $307,887 a year earlier. Operating cash use was $51,131, compared with $79,904.
At March 31, 2026, ClimateRock had $5,370 in cash outside the Trust Account, $162,356 held in trust and an $8,100,227 working capital deficit. Management said these conditions raise substantial doubt about the company's ability to continue as a going concern one year from the statements' issuance. It said additional Sponsor or related-party funding may be secured, but there is no assurance a business combination will be completed by November 2, 2026. A May 1, 2026 shareholder meeting extended the Combination Period to November 2, 2026.
An October 19, 2026 amendment to the GreenRock agreement removed the contemplated TEP Renewables acquisition as a closing condition and the earnout escrow, and extended the agreement's Outside Date to March 31, 2027. Nasdaq suspended trading in ClimateRock securities on April 10, 2025; its Public Shares are quoted on OTC Markets' Pink Limited tier as CLRCF.
On October 19, 2026, ClimateRock and the other parties to its proposed business combination with GreenRock amended their merger agreement. The amendment removes the contemplated acquisition of TEP Renewables Limited as a closing condition, removes the earnout escrow, and extends the agreement’s Outside Date from May 2, 2025, to March 31, 2027.
ClimateRock and GreenRock Corp., together with ClimateRock Holdings Limited and the two merger subsidiaries, amended their agreement for the proposed business combination on October 19, 2026. The amendment removes the contemplated acquisition of TEP Renewables Limited as a closing condition and removes the earnout escrow. It also extends the agreement’s Outside Date from May 2, 2025, to March 31, 2027.
Holdings’ Form F-4 registration statement/proxy statement relates to ordinary shares to be issued in the proposed combination; the definitive proxy statement/prospectus will be delivered to ClimateRock shareholders if and when available. The parties identify risks including failure to complete the transaction, obtain shareholder and regulatory approvals, meet Nasdaq listing standards, or implement GreenRock’s business plan. They also identify potential disruption to GreenRock’s plans and operations, effects on business relationships and performance during the transaction process, and transaction costs as risks. GreenRock may need additional capital, and neither GreenRock nor ClimateRock assures its expectations will be achieved.
ClimateRock is a blank-check company focused on sustainable energy and describes the GreenRock Business Combination as proposed. It must complete an initial business combination by November 2, 2026; if GreenRock is not completed, it may pursue a different target before that deadline. As of December 31, 2025, approximately $160,938 was available for a business combination before related fees and expenses, assuming no further public-share redemptions.
Public shareholders may redeem shares for cash upon completion of a business combination or in connection with certain votes to amend or extend the company’s governing documents. In connection with the May 2026 extension, holders redeemed 4,543 Public Shares, removing approximately $60,000 from the Trust Account at approximately $13.19 per share. When shareholder approval is sought without a tender offer, a shareholder together with affiliates or a group generally may not redeem more than an aggregate of 15% of the Public Shares sold in the IPO without the company’s consent.
If no initial business combination is completed by the deadline, ClimateRock says it will redeem 100% of outstanding Public Shares for their pro rata share of the Trust Account, subject to applicable law; its Warrants and Rights would expire worthless. ClimateRock reported 2,094,683 Class A Ordinary Shares and one Class B Ordinary Share outstanding as of October 15, 2026.
ClimateRock (CLRCF) asks shareholders to approve a sixth amendment extending the deadline for completing an initial business combination from November 2, 2026, to May 2, 2027, or an earlier date determined by the Board. The vote is scheduled for October 29, 2026, and approval requires at least two-thirds of votes cast. Shareholders are not voting on the GreenRock Business Combination at this meeting; it will have a separate shareholder vote.
If approved, eligible Public Shareholders may elect to redeem their shares for their pro rata portion of the Trust Account. As of October 8, 2026, that amount was approximately $13.38 per Public Share before removal of accrued interest to pay taxes, if any; shares must be tendered by October 27, 2026. The Board recommends voting in favor of both proposals. The Sponsor, officers and directors were entitled to vote approximately 93.99% of outstanding Ordinary Shares as of the record date.
ClimateRock (CLRCF) asks shareholders to approve a sixth extension of its business-combination deadline from November 2, 2026, to May 2, 2027, or an earlier date set by the Board, to allow more time for the proposed GreenRock Business Combination. The extension remains subject to shareholder approval and deal-closing conditions, including a separate shareholder vote on GreenRock. Approval requires at least two-thirds of votes cast; an adjournment proposal, if presented, requires a simple majority.
The meeting is October 29, 2026; holders of record on October 8, 2026 may vote. The Sponsor, officers and directors were entitled to vote approximately 93.99% of outstanding shares on the record date and plan to support the proposals. Public shareholders may elect cash redemption regardless of how they vote, with payment contingent on approval; the estimated amount was $13.26 per share as of June 30, 2026, before any tax-related removal of accrued interest. If approved, remaining holders retain a separate redemption opportunity at the GreenRock vote. If the extension fails and no business combination is completed by November 2, 2026, ClimateRock would be required to redeem public shares and liquidate.
ClimateRock, a Cayman Islands exempted company, reports that independent director Niels Brix resigned from its board and all committees, effective immediately on July 7, 2026. He had served as an independent director since December 2021.
The resignation was attributed to a lapse in the companys directors and officers insurance coverage. ClimateRock states that this D&O insurance coverage was restored effective as of July 7, 2026. The company has given Mr. Brix the opportunity to submit a letter commenting on these disclosures and plans to file any such letter as an exhibit by amendment within two business days of receipt.