ClimateRock (OTC: CLRCF) delays 2025 Form 10-K, seeks Rule 12b-25 relief

Rhea-AI Filing Summary

ClimateRock notified the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the prescribed due date because additional time is required to finalize the financial statements. The company invoked Rule 12b-25 relief and said it intends to file as soon as practicable; it noted there is no assurance it will meet the 15-calendar-day grace period.

Key Figures

Fiscal year end: December 31, 2025 Rule 12b-25 grace period: 15 calendar days Notice date: April 1, 2026 +1 more

4 metrics

Fiscal year end December 31, 2025 Fiscal year for the delayed Form 10-K

Rule 12b-25 grace period 15 calendar days Grace period referenced for annual reports under Rule 12b-25

Notice date April 1, 2026 Date the Form 12b-25 was signed by CEO Per Regnarsson

Contact telephone +44 2080507820 Contact number listed on the notification

Key Terms

Rule 12b-25, Form 10-K, 15-calendar-day grace period

3 terms

Rule 12b-25 regulatory

"The Registrant has determined that it is unable... pursuant to Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable... to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

15-calendar-day grace period regulatory

"there can be no assurance that the Registrant will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN
	☐ Form N-CSR

For Period Ended: December 31, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-K

For the Transition Period Ended: _______________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

Full Name of Registrant:	ClimateRock
Former Name if Applicable:	N/A
Address of Principal Executive Office (Street and Number):	25 Bedford Square
City, State and Zip Code:	London, WC1B 3HH, United Kingdom

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the prescribed due date because it requires additional time to finalize its financial statements to be included in such report. The Registrant intends to file its Form 10-K as soon as practicable. However, there can be no assurance that the Registrant will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

ClimateRock		+44		2080507820
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes  ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes   ☒ No

2

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

ClimateRock

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026	By:	/s/ Per Regnarsson
		Per Regnarsson
		Chief Executive Officer

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FAQ

Why did ClimateRock (CLRCF) file a Form 12b-25?

ClimateRock filed Form 12b-25 because it needs extra time to finalize financial statements for the fiscal year ended December 31, 2025. The notification states the delay arises from the effort required to complete those financials and seeks relief under Rule 12b-25.

Will ClimateRock still meet the Rule 12b-25 15-day grace period?

The company said it intends to file within the 15-calendar-day grace period but provided no assurance. The filing explicitly states there can be no assurance it will meet the fifteen-day deadline provided by Rule 12b-25.

Who signed the late-filing notice for ClimateRock (CLRCF)?

The notification was signed by Per Regnarsson, Chief Executive Officer, on April 1, 2026. The form lists his signature and title as the authorized company representative for this filing.

Does the 12b-25 notice say ClimateRock missed any other required periodic reports?

The form includes a checkbox asking whether other periodic reports were filed, but the excerpt does not state an answer or list any prior missed reports. It does not provide further detail about other filings in the provided text.

Is any anticipated change in results disclosed in the Form 12b-25?

The form asks whether a significant change in results is anticipated, but the provided content does not indicate an affirmative explanation or give quantitative estimates. No narrative or numeric change in results is included in the excerpt.