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 829, 2025

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~~CLRCUF	~~The Nasdaq Stock Market LLC~~OTC
Class A Ordinary Shares, par value $0.0001 per share	~~CLRC~~CLRCF	~~The Nasdaq Stock Market LLC~~OTC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	~~CLRCW~~CLRCWF	~~The Nasdaq Stock Market LLC~~OTC
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~~CLRRRF	~~The Nasdaq Stock Market LLC~~OTC

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnAdditional ~~April~~Cash ~~8, 2025, ClimateRock (the "Company" or "ClimateRock") received written notice (the “Notice Letter”) from the Nasdaq Hearings Panel (the “Panel”) indicating~~Contribution ~~that the Panel had determined~~ to ~~delist~~Trust the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”) and that trading in the Company’s securities would be suspended at the open of trading on April 10, 2025, due to the Company’s failure to comply with the terms of the Panel’s January 6, 2026 decision (the “Decision”). Pursuant to the Decision, amongst other things, the Company was required to complete its initial business combination by no later than April 7, 2025. On April 2, 2025, the Company notified the Panel that it would not be able to close its initial business combination by the Panel’s April 7, 2025 deadline. Accordingly, the Panel determined to delist the Company’s securities from Nasdaq as set forth in the Notice Letter.Account

~~Following~~On April ~~suspension~~29, of2025, ~~trading on~~ClimateRock ~~Nasdaq,~~(“ClimateRock” or the “Company’s”) ~~units,~~issued ~~ordinary~~a ~~shares,~~press ~~warrants~~release ~~and~~(the ~~rights~~“Press ~~will~~Release”) announced bethat ~~eligible~~U.N. SDG toSupport ~~trade~~LLC on (the ~~OTC~~“Sponsor”) ~~Markets~~or ~~under~~its ~~the~~designees ~~tickers “CLRCUF,”~~have ~~“CLRCF,”~~agreed ~~“CLRCWF,”~~to ~~and~~revise ~~“CLRCRF”~~the ~~respectively.~~contribution ~~Nasdaq~~they had ~~will~~previously ~~complete~~intended to make, if the ~~delisting by~~proposal ~~filing~~for aan ~~Notification~~extension of ~~Removal~~time ~~from~~for ~~Listing~~the ~~and/or~~Company ~~Registration~~to ~~under~~consummate ~~Section~~an ~~12(b)~~initial ofbusiness combination (the ~~Securities~~“Extension ~~and~~Proposal”) ~~Exchange~~from ~~Act~~May of2, ~~1934~~2025 ~~on Form~~to 25November ~~with~~2, ~~the~~2025, ~~Securities~~or ~~and~~such ~~Exchange~~earlier ~~Commission~~date ~~after~~as determined by the ~~applicable~~Company’s board ~~Nasdaq~~of ~~review~~directors ~~and~~(the ~~appeal~~“Extension”) ~~periods~~is ~~have~~approved ~~lapsed~~and implemented.

~~Notwithstanding the delisting of the Company’s~~The ~~securities~~Sponsor ~~from~~had ~~Nasdaq,~~previously itagreed ~~remains the intention of the Company~~ to ~~continue~~contribute to$7,500 ~~pursue~~(such ~~the~~amount, ~~business combination (~~the “~~Business~~Monthly ~~Combination~~Amount”) ~~with~~ ~~GreenRock~~for ~~Corp~~each ~~(“GreenRock”)~~calendar ~~and~~month ~~ClimateRock Holdings Limited~~ (~~“Holdings”), as well as the listing of Holdings~~commencing on ~~Nasdaq.~~May ~~Likewise~~2, ~~the~~2025 ~~Company~~and ~~does~~ending ~~not expect the de-listing of the Company’s securities to have any impact~~ on the ~~conversion of~~1st ~~the~~day ~~Company’s ordinary shares, rights and warrants to securities~~ of ~~Holdings~~each insubsequent ~~connection~~month) ~~with~~until ~~the~~November ~~closing~~2, of2025 ~~the~~(each, ~~business~~an ~~combination~~“Extension Period”), asor ~~specified~~portion ~~in the registration statement on Form F-4 filed by Holdings. Upon the closing of the initial business combination~~thereof, ~~the Company expects~~ that ~~Holdings will have one class of ordinary shares which will be listed on Nasdaq under~~ the ~~symbol~~Company ~~“CLRC”,~~needs ~~and~~to ~~its warrants~~complete ~~will~~an beinitial ~~listed~~business ~~on Nasdaq under the symbol “CLRCW”~~combination.

~~Important~~As revised, ~~Information~~the ~~About~~Sponsor and its designees have now agreed to contribute an amount (the ~~Business~~“Revised ~~Combination~~Monthly ~~and~~Amount”) ~~Where~~equal to $0.04 per Class A ordinary shares that was sold in the Company’s initial public offering the (the “Public Share”) that is not redeemed, for each Extension Period (the “Contribution”). Accordingly, the redemption amount per share at the special meeting for the initial business combination or the Company’s liquidation will depend on how much time will be needed to ~~Find~~complete Itan initial business combination, but not the number of Public Shares that remain outstanding after redemptions in connection with the special meeting. For example, if the Company takes until November 2, 2025, to complete its initial business combination, which would represent six calendar months, the Sponsor or its designees would make aggregate Contributions resulting in a redemption amount of approximately $12.34 per unredeemed share, in comparison to the current redemption amount of approximately $12.10 per share.

InEach Contribution ~~connection~~will ~~with~~be deposited in the ~~proposed~~ ~~Business~~Company’s ~~Combination,~~trust ~~Holdings~~account ~~filed~~within ~~with~~seven days from the ~~U.S.~~beginning ~~Securities~~of ~~and~~each ~~Exchange~~Extension ~~Commission~~Period (~~the~~or portion ~~“SEC”~~thereof), aand ~~registration statement/proxy~~any ~~statement~~Contribution onis ~~Form~~conditioned ~~F-4~~upon ~~that~~the ~~also~~implementation ~~constitutes~~of athe ~~prospectus~~Extension. ofNo ~~Holdings~~Contribution ~~with~~will ~~respect~~occur toif the ~~ordinary~~Extension is ~~shares~~not approved or is not completed. The amount of ~~Holdings~~each ~~(“Holdings Ordinary~~Contribution ~~Shares”)~~will tonot bear interest and will be ~~issued~~repayable inby the ~~proposed~~Company ~~transaction~~to (the Sponsor ~~“proxy~~or ~~statement/prospectus”).~~its ~~The~~designees ~~definitive~~upon ~~proxy statement/prospectus~~consummation ~~(if~~of ~~and~~its ~~when~~initial ~~available)~~business combination. The Company will behave ~~delivered~~the sole discretion whether to ~~ClimateRock’s~~continue extending ~~shareholders~~for additional calendar months until November 2, 2025. ~~ClimateRock~~If ~~may~~the ~~also~~Company ~~file~~opts ~~other~~not ~~relevant~~to utilize any remaining portion of the Extension ~~documents~~Period, ~~regarding~~then the ~~proposed~~Company ~~transaction~~will liquidate and dissolve promptly in accordance with ~~the~~its ~~SEC.~~amended ~~BEFORE~~and ~~MAKING~~restated ~~ANY~~memorandum ~~VOTING~~and ORarticles ~~INVESTMENT~~of ~~DECISION~~association, as ~~INVESTORS~~amended ~~AND~~(the ~~SECURITY~~“Articles”), ~~HOLDERS~~and its Sponsor’s obligation to make additional OFcontributions ~~CLIMATEROCK~~will ~~ARE~~terminate. ~~URGED~~The TOCompany ~~READ~~will ~~THE~~announce ~~REGISTRATION~~each ~~STATEMENT~~Contribution, ~~PROXY~~on ~~STATEMENT/PROSPECTUS~~a ~~AND~~monthly ~~ALL~~basis, ~~OTHER~~in ~~RELEVANT~~a ~~DOCUMENTS~~Current ~~THAT~~Report ~~ARE~~on ~~FILED~~Form 8-K, as each ~~WITH~~Contribution ~~THE~~is ~~SEC~~deposited. INAll ~~CONNECTION~~funds ~~WITH~~in ~~THE~~the ~~PROPOSED~~Company’s ~~TRANSACTION~~trust account, ~~INCLUDING~~including ~~ANY~~those ~~AMENDMENTS~~funds ORdeposited ~~SUPPLEMENTS~~in TOconnection ~~THESE~~with ~~DOCUMENTS~~the Contribution, will ~~CAREFULLY~~be ~~AND~~held ~~IN THEIR~~in ~~ENTIRETY,~~an ~~BECAUSE~~interest-bearing ~~THEY~~demand ~~WILL~~deposit ~~CONTAIN~~account ~~IMPORTANT~~at ~~INFORMATION~~a ~~ABOUT~~bank ~~THE~~until ~~PROPOSED~~the ~~TRANSACTION~~earlier of the consummation of the Company’s initial business combination or liquidation.

~~Investors~~In ~~and~~connection ~~security~~with the ~~holders~~above ~~may~~announcement ~~obtain free copies~~ of the ~~proxy~~Contribution ~~statement/prospectus~~to ~~(if and when available) and other documents that are filed or will~~ be ~~filed~~ ~~with~~made ~~the SEC~~ by ~~ClimateRock and/or Holdings through~~ the ~~website~~Sponsor ~~maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by ClimateRock will be available free of charge from ClimateRock’s website at https://www.climate-rock.com/~~or byits ~~contacting ClimateRock~~designees atif ~~25 Bedford Square, WC1B 3HH, London, United Kingdom, at +44 208 050 7820 or at info@climate-rock.com.~~the

~~Participants~~Extension is approved, the deadline for holders of the Company’s Class A ordinary shares issued in the ~~Solicitation~~Company’s initial public offering to submit their shares for redemption in connection with the Extension, is being extended to 10:00 a.m., Eastern time, on Wednesday, April 30, 2025.

~~ClimateRock,~~Waiver ~~Holdings~~of ~~and GreenRock and their~~Dissolution ~~respective~~Expenses ~~directors and officers may be deemed to be participants in the solicitation of proxies~~ from ~~ClimateRock’s~~Trust ~~shareholders in~~Account connection with the Business Combination. Information about ClimateRock’s directors and executive officers and their ownership of ClimateRock’s securities is set forth in ClimateRock’s filings with the SEC, including ClimateRock’s final prospectus in connection with its initial public offering, which was filed with the SEC on April 29, 2022. To the extent that such persons’ holdings of ClimateRock’s securities have changed since the amounts disclosed in ClimateRock’s final prospectus in connection with its initial public offering, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the names and interests in the Business Combination of ClimateRock’s and GreenRock’s respective directors and officers and other persons who may be deemed participants in the Business Combination may be obtained by reading the proxy statement/prospectus regarding the Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.Interest

1 In addition, the Company announced in the Press release that it has agreed to waive its right to withdraw up to $50,000 of interest accrued on the Company’s trust account to pay dissolution expenses, should the Company ultimately liquidate prior to an initial business combination (the “Dissolution Expense Waiver”). As a result, the Company will not withdraw up to $50,000 of interest, as permitted by its Articles, for such dissolution expenses upon liquidation. If the Extension is approved by shareholders and implemented by the Company, all interest then-accrued will be held in the trust account and will be released to public shareholders upon the earliest to occur of (i) the redemption of the Public Shares in connection with a vote seeking to amend the provisions of our Articles, (ii) the completion of the Company’s initial business combination and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete its initial business combination by November 2, 2025 or such earlier date as determined by the Company’s board of directors.

~~Forward-Looking Statements~~1

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between GreenRock and ClimateRock and Holdings, including statements regarding the benefits of the Business Combination, the anticipated timing of the completion of the Business Combination, the anticipated listing of Holdings on Nasdaq, the services offered by GreenRock and the markets in which it operates, the expected total addressable market for the services offered by GreenRock, the sufficiency of the net proceeds of the proposed Business Combination to fund GreenRock’s operations and business plan and GreenRock’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-~~looking~~Looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all; (ii) the risk that the Business Combination may not be completed by ClimateRock’s business combination deadline and the potential failure to obtain a further extension of the business combination deadline if sought by ClimateRock; (iii) the failure to satisfy the ClimateRock’s public shareholders, and to receive certain governmental and regulatory approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the amended and restated Merger Agreement; (v) the effect of the announcement or pendency of the Business Combination on GreenRock’s business relationships, performance, and business generally; (vi) risks that the Business Combination disrupts current plans and operations of GreenRock as a result; (vii) the outcome of any legal proceedings that may be instituted against GreenRock, ClimateRock, Holdings or others related to the amended and restated Merger Agreement or the Business Combination; (viii) the ability of Holdings to satisfy Nasdaq Stock Exchange listing standards at or following the consummation of the Business Combination; (ix) the ability to recognize the anticipated benefits of Business Combination, which may be affected by a variety of factors, including changes in the competitive and highly regulated industries in which GreenRock (and following the Business Combination, Holdings) operates, variations in performance across competitors and partners, changes in laws and regulations affecting GreenRock’s business and the ability of GreenRock and the post-combination company to retain its management and key employees; (x) the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination; (xi) the risk that GreenRock (and following the Business Combination, Holdings) will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xii) the risk that Holdings experiences difficulties in managing its growth and expanding operations; (xiii) the risk of cyber security or foreign exchange losses; (xiv) the effects of public health crises or regional wars and conflicts on the business and results of operations of GreenRock (and following the Business Combination, Holdings) and the global economy generally; and (xv) the costs related to the Business Combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of ClimateRock’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus that will be filed by Holdings, and other documents filed by ClimateRock and Holdings from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and GreenRock and ClimateRock assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither GreenRock nor ClimateRock gives any assurance that either GreenRock or ClimateRock will achieve its expectations.Statements

NoThis Current ~~Offer~~Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its inability to complete an initial business combination within the required time period or, ~~Solicitation~~and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors” and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

~~This~~Participants ~~Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or~~ in ~~respect of~~ the ~~business combination. This Current~~ Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.Solicitation

~~Item~~The Company ~~5.02.~~and ~~Departure~~its directors, executive officers, other members of ~~Directors~~management orand ~~Certain~~employees, ~~Officers;~~under ~~Election~~SEC rules, may be deemed to be participants in the solicitation of ~~Directors;~~proxies ~~Appointment~~from the securityholders of ~~Certain~~the ~~Officers;~~Company ~~Compensatory~~in ~~Arrangements~~favor of ~~Certain~~the ~~Officers~~approval of the Extension Proposal. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Company’s definitive proxy statement filed with the SEC on April 17, 2025 (as may be amended, the “Proxy Statement”), which may be obtained free of charge from the sources indicated above.

~~Appointment~~No ofOffer ~~Michael~~or ~~Geary as Interim Chief Financial Officer~~Solicitation

OnThis Report ~~April~~shall ~~13,~~not ~~2025~~constitute a solicitation of a proxy, ~~Michael~~consent ~~Geary~~or ~~was~~authorization ~~appointed~~with respect to any securities or in respect of the Extension. This communication shall also not constitute an offer to ~~serve~~sell asor ~~Interim~~the ~~Chief~~solicitation ~~Financial~~of ~~Officer~~an offer to buy any securities, nor shall there be any sale of ~~ClimateRock~~securities in any states or jurisdictions in which such offer, ~~effective~~solicitation ~~immediately~~or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

2 Additional Information and Where to Find It

~~Mr. Geary, age 63, has been serving as the Business~~The ~~Development~~Company ~~Director~~urges ~~of Gluon Renewable Energies Ltd. (“Gluon”~~investors, ~~formerly~~shareholders ~~known~~and asother ~~Gluon~~interested ~~Capital~~persons ~~Ltd), a renewable energy industry company, since September 2024. Previously, from May 2023~~ to ~~September~~read ~~2024,~~the ~~Mr.~~Proxy ~~Geary~~Statement ~~served~~ as ~~the~~well ~~Chief~~as ~~Financial~~other ~~Officer~~documents offiled ~~GreenRock Corp,~~by ~~a company in~~ the Company ~~renewable energy industry~~ with ~~which~~ the ~~Company intends to effect an initial business combination. Mr. Geary is an accomplished international finance leader spanning over 35 years of experience across various industries~~SEC, ~~including~~because ~~telecoms,~~these ~~property, technology~~documents ~~and~~will ~~banking~~contain inimportant ~~Europe~~information ~~and~~about ~~Asia.~~the HeCompany ~~has a track record in corporate~~ and ~~project~~the ~~finance, start-ups and rollouts, corporate restructuring, management and financial reporting, development of controls and systems implementation~~Extension. ~~Mr.~~Shareholders ~~Geary was CEO and Founder of Consentz, a medical~~may ~~application~~obtain ~~from~~copies August 2015 to July 2023, providing medical record and management software to clinics. Mr. Geary successfully built partnerships with pharmaceuticals, including Galderma, pharmacies and insurance companies. From 2008 to 2015, Mr. Geary helped to develop a wind turbine installation company, was a founder for a medical clinic and a start-up computer device company and turned around and facilitated growth of ~~two~~the ~~retail~~Proxy ~~businesses. From 1994 to 2012~~Statement, ~~Mr.~~without ~~Geary worked on property investment~~charge, ~~development,~~at providing advice on commercial and residential properties. From 2004 to 2005, he served as CFO of Cable & Wireless (Japan & Asia) where he implemented policies to ensure Sarbanes-Oxley compliance, led a regional business review to identify growth opportunities and cost reduction strategies for the ~~region,~~SEC’s ~~and~~website ~~successfully led the sale of the Japan business to Japan Telecom. From 2001 to 2004, he was CFO~~ at Bettercare, a 3i private equity backed care homes group, refinanced the business, where he led a strategy review resulting in a significant performance improvement, introduced a new budgetary process, implemented a new financial software system and carried out a full review of controlswww. ~~From~~sec.gov ~~1999~~or toby ~~2001,~~directing ~~he co-founded~~ a ~~telecoms~~request ~~business Efonic. From 1997~~ to: ~~1999, Mr. Geary worked at ABN AMRO on M&A transactions~~Advantage ~~in Europe and Asia. From 1991 to 1999~~Proxy, ~~he held finance positions at Cable and Wireless in project finance, corporate finance, management and financial reporting, budgeting and systems implementation~~Inc. ~~Prior to this~~, MrP. ~~Geary trained and worked for Pitney Bowes and GEC Telecommunications~~O. ~~Mr. Geary~~Box ~~is a Fellow of Chartered Institute of Management Accountants~~10904, ~~holds an MSc Sloan Fellowship from London Business School~~Yakima, ~~where~~WA ~~he co-authored a venture capital paper that was published and taught at LBS for over 10 years~~98909, ~~and~~Attn: ~~an MSc~~Karen ~~and BA Economics from Manchester University~~Smith.

~~There~~Item ~~are no arrangements or understandings between Mr~~9.01 ~~Geary~~Financial ~~and~~Statements ~~any other persons pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Geary~~ and ~~any director or executive officer of the Company~~Exhibits. As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Reports on Form 10-Q, Gluon and the Company have certain pre-existing relationships by which Gluon provides certain consulting and other support services to the Company. These relationships include an administrative services agreement, as assigned to Gluon by the Company’s sponsor, pursuant to which Gluon provides certain services to the Company for a monthly fee of $10,000, and a letter agreement entered into on September 21, 2022, as amended on October 5, 2022, by and between the Company and Gluon (the “Gluon Engagement Letter”). Pursuant to the Gluon Engagement Letter, Gluon is providing certain advisory services in connection with the Company’s initial business combination and is entitled to receive (A) a transaction success fee of up to $250,000 if the Company consummates a business combination and (B) with respect to any financing undertaken by the Company with a party that Gluon introduces during the term of the Gluon Engagement Letter, the following fees: (i) for a financing involving an issuance of the Company’s senior, subordinated and/or mezzanine debt securities, a cash fee payable at any closing equal to 2.0% of the gross proceeds received by the Company at such closing and (ii) for a financing involving equity, equity-linked or convertible securities, a cash fee payable at each closing equal to 5.0% of the gross proceeds received by the Company at such closing. Gluon’s engagement has been approved by the Company’s Audit Committee and board of directors.

~~Other than as described above, Mr. Geary does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404~~(ad) ~~of Regulation S-K.~~Exhibits

3 The following exhibit is filed herewith:

SIGNATURES

Exhibit No.		Description of Exhibits
99.1		Press Release, dated April 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~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.~~2

	ClimateRock
April 14, 2025	By:	/s/ Per Regnarsson
	Name:	Per Regnarsson
	Title:	Chief Executive Officer

SIGNATURE

4Pursuant 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.

Dated: April 29, 2025	ClimateRock

	By:	/s/ Per Regnarsson
	Name:	Per Regnarsson
	Title:	Chief Executive Officer

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