ClimateRock: amends merger agreement with GreenRock

What happened

• ClimateRock reported that on Oct 19, 2026, ClimateRock, GreenRock, ClimateRock Holdings Limited (“Holdings”), ClimateRock Merger Sub Limited (“SPAC Merger Sub”) and GreenRock Merger Sub Corp. (“Company Merger Sub”) amended the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) by entering into an Amendment to the Merger Agreement.
• The Amendment to the Merger Agreement, as described in the filing, (i) removed the contemplated acquisition of TEP Renewables Limited as a closing condition, (ii) removed the earnout escrow, and (iii) extended the outside date under the Merger Agreement from May 2, 2025, to Mar 31, 2027.

Key details

• The original Merger Agreement was previously disclosed in ClimateRock’s Form 8-K filed Mar 21, 2025.
• The Amendment to the Merger Agreement is filed as Exhibit 2.1 to the current Form 8-K.
• Holdings filed a registration statement/proxy statement on Form F-4 that also constitutes a proxy statement/prospectus for the proposed business combination; the definitive proxy statement/prospectus, if and when available, will be delivered to ClimateRock’s shareholders.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) was reported; the item covers amendments to the Merger Agreement related to the proposed business combination between ClimateRock and GreenRock. The filing does not show why the insider traded or why the company acted.