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 |
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☐ Form N-CSR |
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|
|
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For Period Ended: December 31, 2025
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☐ |
Transition Report on Form 10-K |
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☐ |
Transition Report on Form 20-F |
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☐ |
Transition Report on Form 11-K |
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☐ |
Transition Report on Form 10-K |
For the Transition Period Ended: _______________
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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)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(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 |
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(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 |
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+44 |
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2080507820 |
| (Name) |
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(Area Code) |
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(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
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.
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ClimateRock |
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(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2026 |
By: |
/s/ Per Regnarsson |
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Per Regnarsson |
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Chief Executive Officer |
