ClimateRock

Pubco

Overview

• Legal form and purpose: A Cayman Islands exempted company formed on December 6, 2021 to effectuate an initial Business Combination (a SPAC, i.e., a blank-check company).
• Primary focus: Targeting sustainable energy investments and transactions, including climate change, environmental solutions, renewable energy, and emerging clean technologies (example: GreenRock). Geographic scope emphasizes OECD countries and regions with strong green energy policy support.
• Status: Formed to pursue an initial Business Combination; current activities are centered on completing that transaction.

Capital structure and funding

• IPO: May 2, 2022 — 7,875,000 Units sold at $10.00 per Unit (gross proceeds $78,750,000). Each Unit included one Public Share and one-half of one Public Warrant; one whole Public Warrant entitles the holder to purchase one Class A Ordinary Share for $11.50.
• Private placement: Simultaneous private placement of 3,762,500 Private Placement Warrants at $1.00 each (gross proceeds $3,762,500).
• Trust Account: Net proceeds of $79,931,250 from the IPO and Private Placement were placed in the Trust Account (held by Continental as trustee).
• Cash positions:
  • Available cash outside the Trust (as of 12/31/2025): approximately $160,938 (before fees/expenses).
  • Trust Account balance (as of 10/15/2026, per extension and redemption activity described): approximately $104,512.
• Extension funding: Sponsor-related extensions funded by the Sponsor (and designees) with monthly contributions during extension periods. Key items:
  • 2024 Extension: $600,000 principal in a 2024 Extension Note deposited to the Trust Account; as of 10/05/2026, approximately $600,000 (including interest) deposited to support the 2024 Extension.
  • 2025 Extension: $107,623 principal in a 2025 Extension Note deposited to the Trust Account; by 12/31/2025, approximately $107,623 (including interest) deposited (with $17,937 funded by the 2025 Extension Note).
  • Dissolution Expense Waiver: cancellation of up to $50,000 of interest on the Trust Account to cover dissolution expenses, if liquidation occurs.
• Ownership: Founder Shares and Private Placement Warrants held by Sponsor and management; Sponsor owns approximately 94% of issued and outstanding Ordinary Shares following the Founder Share Conversion.

Founders, management, and governance

• Management team: Per Regnarsson — Chief Executive Officer and director; Charles Ratelband V — Executive Chairman; Michael Geary — Chief Financial Officer.
• Independent directors: Dariusz Sliwinski and Sean Kidney.
• Officers: Two officers reported.
• Founder Shares: Converted March 31, 2023 (Founder Share Conversion) from Class B to Class A on a 1-for-1 basis; following conversion and extension redemptions, the Sponsor holds a substantial majority of Ordinary Shares (approx. 94%).

GreenRock Business Combination (target)

• Agreement date: March 21, 2025 (GreenRock Business Combination Agreement).
• Transaction structure (summary):
  • SPAC Merger: SPAC Merger Sub will merge with the Company; the Company will survive as a public entity (Pubco).
  • Company Merger: Pubco will merge with GreenRock; GreenRock will become a wholly owned subsidiary of Pubco.
  • Share consideration at closing: GreenRock shareholders will receive 32,000,000 newly issued Pubco Ordinary Shares (29,900,000 Pubco Class A Ordinary Shares and 2,100,000 Pubco Class B Ordinary Shares). Of the Class A Shares, 4,000,000 will be Escrowed Shares held in escrow.
  • Escrow mechanics: Escrowed Shares are subject to forfeiture or release based on GreenRock’s 2025 Adjusted EBITDA relative to an EBITDA Target.
  • Forfeiture condition: If GreenRock’s 2025 Adjusted EBITDA (IFRS-based, with defined adjustments) is less than $25,000,000, all Escrowed Shares are forfeited; if at least $25,000,000, Escrowed Shares are released to GreenRock shareholders.
  • EBITDA calculation: Adjusted EBITDA equals GreenRock’s IFRS EBITDA plus 70% of net sale price reflected in signed LOIs for sale of GreenRock assets (where applicable).
• Consideration to GreenRock shareholders: 32,000,000 Pubco Ordinary Shares (including Escrowed Shares); no cash consideration is described in the provided excerpt aside from equity issuance.
• Key conditions to closing:
  • Approval by both Pubco and GreenRock shareholders.
  • Applicable regulatory and government approvals, antitrust waiting periods, and customary closing conditions, including listing of Pubco on Nasdaq and execution of mutual registration rights and escrow agreements.
  • Pubco to have at least $15,000,000 available cash at Closing.
  • Absence of a Material Adverse Effect on either party; execution of employment agreements with GreenRock executives; lock-up agreements; and receipt of a fairness opinion for the transaction.
• Post-closing governance: Pubco’s board to consist of seven directors, a majority independent, with a classified structure (Class I, II, III); one Class III director to be designated by the Company.
• Dissenters’ rights and adjustments: Dissenting shares provisions under the Cayman Act apply; the total consideration remains 32,000,000 Pubco shares with escrow mechanics.
• Trust Account and funding: GreenRock agrees not to claim rights to Trust Account funds and will be subject to the related governance and escrow mechanics.

Operations and compliance

• Pre-Closing focus: Activities are concentrated on completing an initial Business Combination and related approvals and financing.
• Reporting and regulatory compliance: Subject to applicable reporting requirements and regulatory oversight; cybersecurity risks are referenced as an ongoing concern for a blank-check company.

Liquidity and financial position

• Trust Account: Approximately $79.93 million initially placed in the Trust Account from the IPO and Private Placement.
• Available cash (as of 12/31/2025): Approximately $160,938 outside the Trust for an initial Business Combination (before fees/expenses).
• Extension deposits: Sponsor-funded deposits associated with extension notes (2024 Extension Note $600,000; 2025 Extension Note $107,623) to support extension periods.
• Redemption mechanics: Public Shareholders have redemption rights at completion of an initial Business Combination or in connection with certain votes to amend the trust provisions; redemption prices were approximately $13.02 per Public Share as of 12/31/2025 (before taxes).
• Redemption restrictions: A Redemption Limitation Amendment removed a post-Combination net tangible asset requirement of $5,000,001; certain transactions may impose minimum cash requirements that could require additional financing.
• Contingent liabilities and indemnities: Sponsor indemnification obligations exist for certain potential claims; the Trust Account and third-party waivers are intended to protect Public Shareholders where applicable.

Other points

• Nasdaq status: The company is not currently listed on Nasdaq and expects to satisfy the 80% FMV Test for the initial Business Combination, with independent opinions if necessary.
• Voting and redemptions: Founders have agreed to vote their shares in favor of the GreenRock Business Combination; the Sponsor, officers, and directors have agreed to certain redemption and voting commitments. Private purchases to influence redemptions or votes are contemplated, subject to securities laws.
• Deal pipeline and diligence: Management emphasizes a pipeline developed through networks and advisory relationships, with due diligence covering financial, operational, and legal reviews ahead of any proposed Business Combination.
• Post-Combination considerations: The combined public entity would access broader capital markets to support growth and potential acquisitions aligned with ESG and sustainable energy objectives.

Summary

The company is a Cayman Islands exempted SPAC formed to pursue a sustainable energy-related initial Business Combination, with GreenRock identified as the target. It raised proceeds in an IPO and private placement that were placed in a Trust Account, has obtained Sponsor-funded extensions to extend its transaction timeline, and proposes a merger structure that issues 32,000,000 Pubco Ordinary Shares to GreenRock shareholders (including Escrowed Shares contingent on 2025 Adjusted EBITDA). Governance, closing conditions, redemption mechanics, and extension financing are core elements of the transaction framework.