ClimateRock to merge with GreenRock; 44.685M Holdings shares issued; 16.685M escrowed

ClimateRock

Merger consideration: 44,685,000 Holdings Ordinary Shares, with 16,685,000 escrowed subject to EBITDA milestones.
Adjusted EBITDA targets: $24.348M minimum for first release; $38.85M target for full release of escrowed shares.
Closing conditions include ClimateRock having at least $15M in cash, shareholder approvals, and Nasdaq listing of Holdings shares.
Voting and Support Agreements secured from key GreenRock shareholders and Sponsor to ensure deal approval.
Merger Agreement dated December 30, 2023; closing deadline March 31, 2024 unless extended.

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