ClimateRock calls an extraordinary general meeting on October 29, 2025 at 10:00 a.m. ET in New York to vote on a Fourth Extension Amendment and, if needed, an Adjournment Proposal. The Fourth Extension would move the SPAC’s deadline to complete a Business Combination as far as May 2, 2026, with the stated goal of closing the proposed GreenRock merger by that date.
Public Shareholders may elect to redeem their Class A shares in connection with the extension vote for approximately $12.43 per share, based on about $5.57 million in the trust as of October 7, 2025. The Class A closing price on the OTC Pink Limited tier was $12.10 on October 8, 2025. Redemption requests must be tendered to Continental Stock Transfer & Trust via DWAC or certificate delivery by 5:00 p.m. ET on October 27, 2025.
Shareholders are not voting on the GreenRock Business Combination at this meeting; a separate meeting and redemption right will apply. The Sponsor, directors and officers collectively own about 77.65% of outstanding Ordinary Shares and expect to vote in favor. If the extension is not approved and no deal is completed by the current deadline, the Company plans to redeem Public Shares and liquidate the trust in accordance with its charter.
ClimateRock (CLRCF) presents a preliminary proxy calling an Extraordinary General Meeting on October 29, 2025 to vote on a Fourth Extension Amendment and possible adjournment. The filing discloses that the Sponsor and insiders hold 1,968,750 Founder Shares and purchased 3,762,500 Private Placement Warrants for $3,762,500. If no business combination occurs by the Termination Date, the company will liquidate and redeem Public Shares, leaving Founder Shares effectively worthless. Several sponsor and management economics create potential conflicts: the Sponsor and officers may recoup sizable gains despite public shareholder losses; a Managing Partner (Per Regnarsson) is entitled to a Transaction Success Fee of up to $250,000 plus financing fees of 2% for debt financings and 5% for equity financings introduced by Gluon. Sponsor-related loans and promissory notes (including Prior Extension Promissory Notes up to $1,607,623) and unsecured Eternal Loans (maturing December 31, 2025) are disclosed, with some drawn amounts redacted. The proxy explains voting methods and tax and redemption consequences for shareholders.
ClimateRock (CLRCF) is a special purpose acquisition company formed to complete a Business Combination focused on climate, renewable energy and clean technologies. The company raised $78.75 million in an IPO (7,875,000 Units at $10.00) and $3.76 million from Private Placement Warrants, placing approximately $29.38 million in a Trust Account after redemptions and offering costs. Cash held outside the Trust Account was $3,909 and the company reported a working capital deficit of $6,892,611.
The report discloses significant sponsor support through multiple interest‑free extension notes and loans (totaling multi‑hundreds of thousands to over $1.7 million for certain facilities) and a $900,000 extension note. Dividend income from the Trust Account was $581,563 for the six months ended June 30, 2025. The company states there is substantial doubt about its ability to continue as a going concern one year from issuance unless it secures a Business Combination or additional funding.