--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-039706" form_type: "8-K" ticker: "CLRCF" cik: "0001903392" company_name: "ClimateRock" filed_at: "2024-05-03T23:59:59+00:00" generated_at: "2026-06-02T23:21:40.848047+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # ClimateRock shareholders approve extension to May 2025; sponsor provides $600k note ## Summary - Shareholders approved extension of business combination deadline from May 2, 2024 to May 2, 2025; also approved liquidation amendment and auditor ratification. - 111,915 shares redeemed for ~$1.27M ($11.37/share) from trust; remaining trust funds unaffected. - Company issued up to $600k promissory note to sponsor U.N. SDG Support LLC to fund monthly trust deposits of $50k through May 2025. - Note is non-interest bearing, repayable at business combination or liquidation; sponsor may convert up to $600k into warrants at $1.00/warrant. - Amendment to charter filed in Cayman Islands on April 30, 2024. ## SEC filing metadata - accession: 0001213900-24-039706 - form_type: 8-K - ticker: CLRCF - cik: 0001903392 - company_name: ClimateRock - filed_at: 2024-05-03T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1903392/000121390024039706/0001213900-24-039706-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1903392/000121390024039706/ea0205153-8k_climate.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-039706 - JSON: https://secwatch.observer/filing/0001213900-24-039706.json - Plain text: https://secwatch.observer/filing/0001213900-24-039706.txt ## Key facts - Debt Financings ClimateRock incurred loan of up to $600,000 with U.N. SDG Support LLC at no interest maturing upon the earlier of (a) the date of the consummation of the Business Combination, and (b) the date of the liquidation of the Company. - Instrument: loan - Principal: up to $600,000 - Counterparty: U.N. SDG Support LLC - Rate: no interest - Maturity: upon the earlier of (a) the date of the consummation of the Business Combination, and (b) the date of the liquidation of the Company - Event: incurrence source text: On April 30, 2024, ClimateRock (the “ Company ” or “ we ”) issued a promissory note (the “ Note ”) in the aggregate principal amount of up to $600,000 (the “ Extension Funds ”) to U.N. SDG Support LLC, a Delaware limited liability company, the Company’s sponsor (the “ Sponsor ”), pursuant to which the Extension Funds will be deposited into the Company’s trust account (the “ Trust Account ”) for the benefit of each outstanding Class A ordinary share of the Company (“ Public Share ”) that was not redeemed in connection with the extension of the Company’s termination date from May 2, 2024 to May 2, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1903392/000121390024039706/0001213900-24-039706-index.htm - Material Agreements ClimateRock entered into Note with U.N. SDG Support LLC valued at up to $600,000 (effective 2024-04-30). - Action: entry - Counterparty: U.N. SDG Support LLC - Value: up to $600,000 - Effective: 2024-04-30 source text: On April 30, 2024, ClimateRock (the “ Company ” or “ we ”) issued a promissory note (the “ Note ”) in the aggregate principal amount of up to $600,000 (the “ Extension Funds ”) to U.N. SDG Support LLC, a Delaware limited liability company, the Company’s sponsor (the “ Sponsor ”), pursuant to which the Extension Funds will be deposited into the Company’s trust account evidence_url: https://www.sec.gov/Archives/edgar/data/1903392/000121390024039706/0001213900-24-039706-index.htm - Shareholder Votes ClimateRock shareholders approved amendment to extend the date by which the Company has to consummate an initial business combination from May 2, 2024 to May 2, 2025 at the 2024-04-29 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-29 source text: 1. Extension Amendment Proposal For Against Abstain 2,938,628 1,009 0 Accordingly, the Extension Amendment Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1903392/000121390024039706/0001213900-24-039706-index.htm - Shareholder Votes ClimateRock shareholders approved ratify the selection of UHY LLP as independent auditor for 2024 at the 2024-04-29 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-29 source text: 3. Auditor Ratification Proposal For Against Abstain 2,939,637 0 0 Accordingly, the Auditor Ratification Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1903392/000121390024039706/0001213900-24-039706-index.htm - Shareholder Votes ClimateRock shareholders approved amendment to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than May 2, 2025 at the 2024-04-29 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-29 source text: 2. Liquidation Amendment Proposal For Against Abstain 2,939,637 0 0 Accordingly, the Liquidation Amendment Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1903392/000121390024039706/0001213900-24-039706-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.