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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, 2026
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, 2026, 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, as amended (the “Articles”)
to extend the date by which the Company has to consummate an initial Business Combination from November 2, 2026 to May 2, 2027 (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 the foregoing proposal (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 |
| 1,968,750 |
|
0 |
|
0 |
Accordingly,
the Extension Amendment Proposal was approved.
| For |
|
Against |
|
Abstain |
| 1,968,750 |
|
0 |
|
0 |
Shareholders
holding 227 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account.
As a result, approximately $3,047 (or approximately $13.42 per share) will be removed from the Trust Account to pay such holders (the
“Meeting Redemptions”). Following the Meeting Redemptions, there will be 7,582 Public Shares issued and outstanding.
The
Company filed the Articles Amendment with the Cayman Islands Registrar of Companies on October 29, 2026. 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). |
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: October 29, 2026 |
By: |
/s/
Per Regnarsson |
| |
|
Name: |
Per Regnarsson |
| |
|
Title: |
Chief Executive Officer |
