M&A - ClimateRock

Form Type: DEF 14A

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025032681

Filing Summary: ClimateRock is proposing to hold an extraordinary general meeting on April 30, 2025, to vote on several critical amendments related to its governance and business combination process. The primary purpose is to consider the 'Third Extension Amendment,' which seeks to extend the deadline for completing a business combination from May 2, 2025, to November 2, 2025. This amendment is crucial for allowing additional time to finalize the proposed 'GreenRock Business Combination.' Additionally, a 'Redemption Limitation Amendment' proposal will be examined to allow the company to redeem public shares regardless of certain net tangible asset requirements. The board of directors has expressed a strong belief that further time is needed to complete these transactions successfully, and these proposals have been endorsed by the board. Shareholders will also consider an adjournment proposal if necessary. The installation of these amendments is expected to ensure that shareholders have the opportunity to engage further with the company’s direction and investments. ClimateRock emphasizes the importance of shareholder participation and voting to determine the future pathways of the company. The meeting highlights the significance of shareholder votes in driving forward the proposed business combination.

Form Type: PRE 14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000121390025029088

Filing Summary: ClimateRock, a Cayman Islands exempted company, has filed a preliminary proxy statement inviting shareholders to an extraordinary general meeting on April 4, 2025, to consider several proposals. The primary purpose of the meeting is to vote on a special resolution to amend the company's memorandum and articles of association, extending the deadline for consummating a merger or similar transaction from May 2, 2025, to November 2, 2025. This extension is deemed necessary to allow sufficient time for the proposed GreenRock Business Combination, agreed upon as part of the amended and restated agreement dated March 21, 2025. The proxies will also address a Redemption Limitation Amendment that would remove restrictions on redeeming shares leading to a minimum tangible asset requirement. Finally, a proposal for adjournment may be presented if needed due to insufficient votes. The company has noted that approval of these proposals is crucial to avoid liquidation, as failing to meet the extended timelines could force the company to wind down its operations.