ClimateRock (CLRCF) notifies SEC of late Q1 2026 10-Q filing

Rhea-AI Filing Summary

ClimateRock notified the SEC that it cannot file its Form 10-Q for the quarterly period ended March 31, 2026 within the prescribed time because "additional time is needed to finalize the financial statements" and the delay is asserted to be "without unreasonable effort or expense." The notice was signed by Per Regnarsson on May 15, 2026. The filing also states the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 remains outstanding.

Key Figures

Quarter ended: March 31, 2026 Notification date: May 15, 2026 Annual report referenced: fiscal year ended December 31, 2025 +2 more

5 metrics

Quarter ended March 31, 2026 period for the delinquent Form 10-Q

Notification date May 15, 2026 date the Form 12b-25 was signed by CEO Per Regnarsson

Annual report referenced fiscal year ended December 31, 2025 Form 10-K noted as not filed in the preceding 12 months

Rule relief window (annual) 15 calendar days Rule 12b-25 allowance for annual reports stated in the form

Rule relief window (quarterly) 5 calendar days Rule 12b-25 allowance for quarterly reports stated in the form

Key Terms

Rule 12b-25, Form 10-Q, prescribed due date

3 terms

Rule 12b-25 regulatory

"The Registrant is unable to file its Form 10-Q for the quarterly period ended March 31, 2026 within the prescribed time period"

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-Q financial

"The Registrant is unable to file its Form 10-Q for the quarterly period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

prescribed due date regulatory

"will be filed on or before the fifteenth calendar day following the prescribed due date"

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: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _____________________________________

Read Instruction (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 is unable to file its Form 10-Q for the quarterly period ended March 31, 2026 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements to be included in such report..

PART IV --OTHER INFORMATION

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

Per Regnarsson		+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.

Annual Report on Form 10-K for the fiscal year ended December 31, 2025

__________________________________________________________________________ ☐ 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.

The Registrant is currently in the preliminary stage of preparing the financial statements for the quarterly period ended March 31, 2026, and as a result, a reasonable estimate of the results of operations cannot be made at this time.

2

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: May 15, 2026	By:	/s/ Per Regnarsson
		Per Regnarsson
		Chief Executive Officer

3

FAQ

Why did ClimateRock (CLRCF) file a Form 12b-25 for the March 31, 2026 10-Q?

Because the company needs more time to finalize the quarterly financial statements. The filing states that "additional time is needed to finalize the financial statements" and that completing them within the prescribed period would require unreasonable effort or expense.

When did ClimateRock submit the late-filing notification for the Q1 2026 10-Q?

The Form 12b-25 was signed and submitted on May 15, 2026. The notice is signed by Per Regnarsson, Chief Executive Officer, and lists a contact telephone number for follow-up.

Does the Form 12b-25 indicate other filings are missing for CLRCF?

Yes. The notice discloses that the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 has not been filed. No further timing or estimates for that filing are provided in the excerpt.

Will the delayed Form 10-Q be filed within relief periods under Rule 12b-25?

The filing references Rule 12b-25 relief provisions but does not state a specific expected filing date. It cites the Rule’s allowance for an extension period tied to the report type.