Shareholders OK extension to 2026; 12,352 public shares remain

Rhea-AI Filing Summary

ClimateRock reported shareholder approval to amend its Articles and extend the deadline to consummate an initial Business Combination to May 2, 2026, or earlier at the board’s discretion. Both the Extension Amendment and an adjournment authorization were approved.

Votes cast were 2,087,279 for, 0 against, 0 abstain on each proposal. Shareholders holding 436,079 Public Shares elected to redeem for a pro rata portion of the Trust Account. Following the meeting redemptions, there will be 12,352 Public Shares issued and outstanding. The amendment was filed with the Cayman Islands Registrar on October 29, 2025.

Insights

SPAC governance and capital markets analyst

Extension approved; redemptions reduce public float materially.

ClimateRock shareholders approved an Articles amendment extending the Business Combination deadline to May 2, 2026. The voting was unanimous among votes cast (2,087,279 for), indicating no recorded opposition in the tally provided.

Holders redeemed 436,079 Public Shares for a pro rata share of the Trust Account, and 12,352 Public Shares will remain outstanding after the meeting. Redemptions are funded from the trust, which typically lowers the public float and the cash available from the trust for a potential combination.

The practical impact depends on deal terms and any additional capital arrangements that may be disclosed later. Subsequent company filings may specify the final per-share redemption amount referenced as being calculated.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 29, 2025

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: None

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure contained in Item 5.07 of this Report is incorporated by reference in this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 29, 2025, ClimateRock (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals 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 “Articles”) to extend the date by which the Company has to consummate an initial Business Combination from November 2, 2025 to May 2, 2026 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “Extension Amendment Proposal” and such amendment to the Articles, the “Extension Amendment”); and

(b) 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
2,087,279		0		0

Accordingly, the Extension Amendment Proposal was approved.

2. Adjournment Proposal

For		Against		Abstain
2,087,279		0		0

Shareholders holding 436,079 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. The final per share redemption amount is currently being calculated. The Company will file a Current Report on Form 8-K to disclose the final amount. Following the meeting redemptions, there will be 12,352 Public Shares issued and outstanding.

The Company filed the Articles Amendment with the Cayman Islands Registrar of Companies on October 29, 2025. A copy of the Articles Amendment is attached hereto as Exhibit 3.1, and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		An Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: November 4, 2025	By:	/s/ Per Regnarsson
		Name:	Per Regnarsson
		Title:	Chief Executive Officer

2

FAQ

What did CLRCF shareholders approve at the extraordinary general meeting?

They approved an amendment to extend the Business Combination deadline to May 2, 2026, or earlier at the board’s discretion, and approved the adjournment authorization.

How did ClimateRock (CLRCF) shareholders vote on the proposals?

Each proposal received 2,087,279 votes for, with 0 against and 0 abstain.

How many ClimateRock public shares were redeemed?

Shareholders holding 436,079 Public Shares exercised redemption rights for a pro rata portion of the Trust Account.

How many ClimateRock public shares remain outstanding after redemptions?

Following the meeting redemptions, there will be 12,352 Public Shares issued and outstanding.

When was the amendment filed with the Cayman Registrar?

The Articles Amendment was filed on October 29, 2025.

Did ClimateRock disclose the final per-share redemption amount?

The final per-share redemption amount is stated as being calculated; a subsequent filing is anticipated to disclose the final amount.