Large redemptions as ClimateRock (CLRCF) extends SPAC merger deadline

Rhea-AI Filing Summary

ClimateRock held an extraordinary general meeting where shareholders approved an Extension Amendment to its memorandum and articles of association. This extends the deadline to complete an initial business combination from May 2, 2026 to November 2, 2026, or an earlier date set by the board.

The Extension Amendment Proposal and the Adjournment Proposal each received 2,086,876 votes in favor, with no votes against or abstentions. Shareholders holding 4,543 Public Shares redeemed their shares for a pro rata portion of the Trust Account, and approximately $59.9 million, or about $13.19 per share, will be paid to these holders.

After these Meeting Redemptions, 7,809 Public Shares remain issued and outstanding. The company filed the Articles Amendment with the Cayman Islands Registrar of Companies on May 1, 2026, formalizing the extended business combination deadline.

Positive

• None.

Negative

• Substantial trust account redemptions: Shareholders holding 4,543 Public Shares redeemed for approximately $59.9 million at about $13.19 per share, significantly reducing the funds remaining in the Trust Account to support any future business combination.

Insights

SPAC and capital structure analyst

ClimateRock extends its SPAC deadline but sees heavy cash redemptions.

ClimateRock obtained shareholder approval to extend its initial business combination deadline from May 2, 2026 to November 2, 2026, preserving more time to close a transaction. Both the Extension Amendment and Adjournment Proposals passed unanimously with 2,086,876 votes in favor.

A key development is shareholder redemptions: holders of 4,543 Public Shares opted for cash, pulling about $59.9 million from the Trust Account at roughly $13.19 per share. Following these Meeting Redemptions, only 7,809 Public Shares remain outstanding, meaning fewer public shares but significantly reduced trust cash available for any future business combination.

For a SPAC, trust size is central to deal-making flexibility. This combination of extended timing and large cash redemptions shifts the balance between time to find a target and the funds remaining to support a transaction, and future filings will reveal how the company adapts its business combination plans.

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.

Key Figures

Extension deadline: November 2, 2026 Votes for Extension Amendment: 2,086,876 votes Redeemed Public Shares: 4,543 shares +3 more

6 metrics

Extension deadline November 2, 2026 New latest date to complete initial business combination

Votes for Extension Amendment 2,086,876 votes Shareholder approval of Extension Amendment Proposal

Redeemed Public Shares 4,543 shares Public Shares redeemed in connection with the meeting

Redemption cash amount $59.9 million Approximate funds removed from Trust Account for redemptions

Redemption price per share $13.19 per share Approximate cash per redeemed Public Share

Remaining Public Shares 7,809 shares Public Shares issued and outstanding after Meeting Redemptions

Key Terms

initial Business Combination, Trust Account, Public Shares, extraordinary general meeting, +1 more

5 terms

initial Business Combination financial

"extend the date by which the Company has to consummate an initial Business Combination from May 2, 2026 to November 2, 2026"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Trust Account financial

"a pro rata portion of the funds in the Trust Account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Public Shares financial

"Shareholders holding 4,543 Public Shares exercised their right to redeem"

extraordinary general meeting regulatory

"held an extraordinary general meeting of shareholders (the “Meeting”)"

Articles Amendment regulatory

"The Company filed the Articles Amendment with the Cayman Islands Registrar"

Understanding 8-K Material Events →

false --12-31 0001903392 00-0000000 0001903392 2026-05-01 2026-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 1, 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 May 1, 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 May 2, 2026 to November 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 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
2,086,876		0		0

Accordingly, the Extension Amendment Proposal was approved.

2. Adjournment Proposal

For		Against		Abstain
2,086,876		0		0

Shareholders holding 4,543 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 $59.9 million (or approximately $13.19 per share) will be removed from the Trust Account to pay such holders (the “Meeting Redemptions”). Following the Meeting Redemptions, there will be 7,809 Public Shares issued and outstanding.

The Company filed the Articles Amendment with the Cayman Islands Registrar of Companies on May 1, 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).

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: May 7, 2026	By:	/s/ Per Regnarsson
		Name:	Per Regnarsson
		Title:	Chief Executive Officer

2

FAQ

What did ClimateRock (CLRCF) shareholders approve at the May 1, 2026 meeting?

Shareholders approved an Extension Amendment to ClimateRock’s governing documents, moving the deadline to complete an initial business combination from May 2, 2026 to November 2, 2026. They also approved an Adjournment Proposal, though adjournment ultimately was not needed because both proposals passed unanimously.

How did ClimateRock (CLRCF) shareholders vote on the extension proposal?

The Extension Amendment Proposal received 2,086,876 votes for, with zero votes against and zero abstentions. The Adjournment Proposal received the same vote totals, indicating unanimous support among shares voted to extend ClimateRock’s deadline to complete an initial business combination to November 2, 2026.

How many ClimateRock (CLRCF) Public Shares were redeemed in connection with the extension?

Shareholders holding 4,543 Public Shares exercised their redemption rights. Those shares will receive a pro rata cash payment from ClimateRock’s Trust Account, which the company estimates at approximately $59.9 million in total, equating to roughly $13.19 in cash per redeemed Public Share.

What is the per-share redemption amount for ClimateRock (CLRCF) Public Shares?

The filing states that approximately $59.9 million will be withdrawn from the Trust Account to redeem 4,543 Public Shares. This corresponds to a redemption price of about $13.19 per share, reflecting each redeeming shareholder’s pro rata portion of the cash held in the Trust Account.

How many ClimateRock (CLRCF) Public Shares remain outstanding after the meeting redemptions?

Following the Meeting Redemptions, ClimateRock reports that 7,809 Public Shares remain issued and outstanding. This figure reflects the public float after shareholders holding 4,543 Public Shares opted to redeem for cash from the Trust Account in connection with the extension vote.

When did ClimateRock (CLRCF) file the Articles Amendment to extend its business combination deadline?

ClimateRock filed the Articles Amendment with the Cayman Islands Registrar of Companies on May 1, 2026. This filing implements the shareholder-approved change that extends the deadline to consummate an initial business combination to November 2, 2026, or an earlier date set by the board.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 AN AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 3.9 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB