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  4. [8-K] ClimateRock Reports Material Event

ClimateRock (CLRCF) director exits board after lapse in D&O insurance coverage

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective resignation date July 7, 2026 Date on which independent director Niels Brixs resignation became effective
D&O coverage restoration date July 7, 2026 Date ClimateRock states its directors and officers insurance coverage was restored
Start of Brix board service December 2021 Month and year when Niels Brix became an independent director
Report signature date July 21, 2026 Date the report was signed by Chief Executive Officer Per Regnarsson
independent director regulatory
"Mr. Niels Brix, an independent director of the Company, ... resigned"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
directors and officers insurance financial
"due to a lapse in the Companys insurance coverage for its directors and officers"
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act ... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
resignation letter regulatory
"Exhibit 17.1 | | Resignation Letter of Niels Brix"

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FAQ

What board change did ClimateRock (CLRCF) report regarding Niels Brix?
ClimateRock reported that independent director Niels Brix resigned from its board and all committees, effective July 7, 2026. He had served as an independent director since December 2021, and his resignation was linked to a lapse in D&O insurance coverage.

Why did independent director Niels Brix resign from ClimateRock (CLRCF)?
ClimateRock states that Niels Brix resigned because of a lapse in directors and officers (D&O) insurance coverage. His resignation letter, referenced as Exhibit 17.1, provides further detail, and the company indicates that this insurance coverage has since been restored.

When did ClimateRock (CLRCF) restore its D&O insurance coverage?
ClimateRock reports that its directors and officers insurance coverage was restored effective July 7, 2026. This restoration date coincides with the effective date of independent director Niels Brixs resignation from the companys board and its committees.

How long had Niels Brix served on the ClimateRock (CLRCF) board?
ClimateRock notes that Niels Brix had been an independent director since December 2021 before resigning effective July 7, 2026. His tenure therefore spanned several years, covering the period from late 2021 through mid-2026.

What follow-up documentation may ClimateRock (CLRCF) provide about this resignation?
ClimateRock has given Niels Brix a chance to provide a letter stating whether he agrees with the companys description of events. If received, the company plans to file this letter as an exhibit by amendment within two business days.
false 0001903392 00-0000000 0001903392 2026-07-07 2026-07-07 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): July 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 7, 2026, ClimateRock, a Cayman Islands exempted company (the “Company”), received notice from Mr. Niels Brix, an independent director of the Company, of his decision to resign as a member of the Company’s board of directors and all committees thereof, effective immediately. Mr. Brix had been an independent director of the Company since December 2021. The resignation of Mr. Brix was due to a lapse in the Company’s insurance coverage for its directors and officers (“D&O), as further described in Mr. Brix’s resignation letter attached hereto as Exhibit 17.1. The Company has restored its D&O insurance coverage effective as of July 7, 2026.

 

The Company has provided Mr. Brix with a copy of the disclosures under this Item 5.02 and has provided him with an opportunity to furnish a letter stating whether he agrees with such statements and, if not, in which respects in which he does not agree. To the extent the Company receives any such letter, it will file the letter as an exhibit by an amendment to this Current Report within two business days after receipt.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
17.1   Resignation Letter of Niels Brix.
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: July 21, 2026 By: /s/ Per Regnarsson
    Name:  Per Regnarsson
    Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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