UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 19, 2024
ClimateRock
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-41363 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
25 Bedford Square
London, WC1B 3HH, United Kingdom
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: + 44 730 847 5096
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Units, each consisting of one Class A Ordinary Share, one-half of one Redeemable Warrant and one Right | | CLRCU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A Ordinary Shares, par value $0.0001 per share | | CLRC | | The Nasdaq Stock Market LLC |
| | | | | |
| Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | CLRCW | | The Nasdaq Stock Market LLC |
| | | | | |
| Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination | | CLRCR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2024, ClimateRock, a Cayman Islands exempted company (the “Company”), received a notice from Ms. Caroline Harding, an independent director of the Company, of her decision to resign as a member of the Company’s board of directors (the “Board”) and all committees thereof, effective April 26, 2024. Ms. Harding has been an independent director of the Company for approximately 2 years since April 2022. The resignation of Ms. Harding is for personal reasons and does not result from any dispute with the Company.
On April 24, 2024, the Company received a notice from Mr. Randolph Sesson, Jr., an independent director of the Company, of his decision to resign as a member of the Board and all committees thereof, effective April 26, 2024. Mr. Sesson, Jr. has been an independent director of the Company for more than 2 years since the inception of the Company in December 2021. The resignation of Mr. Sesson, Jr. is for personal reasons and does not result from any dispute with the Company.
The Company has provided Ms. Harding and Mr. Sesson, Jr. with a copy of the disclosures under this Item 5.02 and has provided them with an opportunity to furnish a letter stating whether they agree with such statements and, if not, in which respects in which they do not agree. To the extent the Company receives any such letter, it will file the letter as an exhibit by an amendment to this Current Report within two business days after receipt.
Copies of the resignation letters of Ms. Harding and Mr. Sesson, Jr. are attached hereto as Exhibit 17.1 and 17.2, respectively.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is filed with this Form 8-K: |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ClimateRock |
| | | |
| Date: April 25, 2024 | By: | /s/ Per Regnarsson |
| | | Name: | Per Regnarsson |
| | | Title: | Chief Executive Officer |
