Current Report Filing (8-k)
01 Februar 2023 - 10:16PM
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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): January
29, 2023
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.) |
50 Sloane Avenue
London, SW3 3DD, United Kingdom
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: +44 203 954 0590
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 1.01. Entry into a Material Definitive Agreement.
The Loan Agreement with Eternal BV
On January
29, 2023, ClimateRock (the “Company”) entered into a loan agreement with Eternal BV (the “Lender”), in the principal
amount of up to $50,000, on an unsecured basis and bearing no interest (the “Loan”). The Loan is available to be drawn down
from January 29, 2023 to March 31, 2023 and its maturity date is March 31, 2025. As of January 29, 2023, the Loan has been fully drawn
down.
The Lender
is controlled by Charles Ratelband V, the Company’s Executive Chairman of the Board. Each member of the Company’s Board has
been informed of Mr. Ratelband V’s material interest in the loan agreement, and upon the approval and recommendation of the Company’s
Audit Committee, the Board has determined that the Loan is fair and in the best interests of the Company and has voted to approve the
Loan.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item
1.01 of this Current Report on Form 8-K with respect to the Loan is incorporated by reference in this Item 2.03.
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.
| Date: February 1, 2023 |
ClimateRock |
| |
|
|
| |
By: |
/s/ Per Regnarsson |
| |
|
Name: |
Per Regnarsson |
| |
|
Title: |
Chief Executive Officer |
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