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~~May 301, 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~~ 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	CLRUF	The Nasdaq Stock Market LLC

Class A Ordinary Shares, par value $0.0001 per share	CLRCF	The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	CLRWF	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	CLRRF	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 85.~~01.~~03 ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Adjournment~~The ofdisclosure ~~Extraordinary~~contained in ~~General~~Item ~~Meeting~~5.07 of ~~Shareholders~~this Report is incorporated by reference in this Item 5.03.

~~On April~~Item ~~30,~~5.07 ~~2025,~~Submission ~~ClimateRock (“ClimateRock” or the “Company”) issued a press release (the “Press Release”) announcing that the extraordinary general meeting~~ of ~~shareholders~~Matters ~~(the “Special Meeting”), which was held at 12:00 p.m. Eastern time on Wednesday, April 30, 2025, is being adjourned~~ to ~~11:00~~ a~~.m.~~ ~~Eastern~~Vote ~~time on Thursday, May 1, 2025. At the Special Meeting, shareholders will be asked to consider and approve, among other things, an extension~~ of ~~consider~~Security and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from May 2, 2025 to November 2, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension”)Holders.

~~As a~~On ~~result~~April ~~of this change~~30, ~~the~~2025 ~~deadline~~and ~~for~~May ~~holders~~1, of2025, ~~the~~ClimateRock ~~Company’s Class A ordinary shares issued in the Company’s initial public offering~~ (the “~~Public Shares~~Company”) ~~to submit their shares for redemption in connection with the Extension, is being~~ ~~extended~~held toan ~~9:00~~extraordinary ~~a.m.,~~general ~~Eastern~~meeting ~~time,~~of onshareholders ~~Thursday, May 1, 2025. Any shareholder who has previously tendered its shares for redemption and now decides that it does not wish to redeem its shares, may withdraw~~ (the ~~tender any time until the Special~~ “Meeting ~~and, thereafter, with the Company’s consent~~”). ~~Shareholders~~At ~~that have delivered their shares for redemption to~~ the ~~transfer agent and decide prior to the vote at the Special~~ Meeting ~~(now scheduled for 11:00 a.m. Eastern time on May 1~~, ~~2025)~~the ~~not~~following toproposals ~~redeem their Public Shares, may request~~were ~~that~~considered ~~the~~and ~~transfer~~acted ~~agent~~upon ~~return~~by the ~~shares~~shareholders ~~(physically~~of ~~or electronically). Shareholders may make such request by contacting~~ the ~~transfer agent at~~Company:

~~Continental~~(a) a proposal to amend the ~~Stock~~Company’s ~~Transfer~~amended &and ~~Trust~~restated memorandum and articles of association (the “Articles”) to extend the date by which the Company has to consummate an initial Business Combination from May 2, 2025 to November 2, 2025 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “Extension Amendment Proposal” and such amendment to the Articles, the “Extension Amendment”);

~~One~~(b) ~~State~~a proposal to amend the ~~Street~~Articles ~~Plaza,~~to ~~30th~~eliminate the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule ~~Floor~~3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal” and such amendment, together with the Extension Amendment, the “Articles Amendment”); and

~~New~~(c) ~~York~~a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of ~~New~~proxies ~~York~~in ~~10004~~the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”).

~~Attn: SPAC~~The ~~Redemption~~number ~~Team~~of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

~~e-mail: spacredemptions@continentalstock~~1.~~com~~ Extension Amendment Proposal

The Company plans to continue to solicit proxies from shareholders during the period prior to the Special Meeting. Only the holders of the Company’s ordinary shares as of the close of business on April 8, 2025, the record date for the Special Meeting, are entitled to vote at the Special Meeting.

For		Against		Abstain
2,836,541		543,267		0

1Accordingly, the Extension Amendment Proposal was approved.

~~Forward-Looking~~2. ~~Statements~~Redemption Limitation Amendment Proposal

This Current 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, 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.

For		Against		Abstain
2,686,268		407,800		285,740

~~Participants~~Accordingly, the inRedemption ~~the Solicitation~~Limitation Amendment Proposal was approved.

The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the proposals presented to the Company’s shareholders at the Special Meeting3. ~~Investors~~Adjournment 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.Proposal

No Offer or Solicitation

For		Against		Abstain
2,836,541		543,267		0

~~This~~Shareholders ~~Report~~holding ~~shall~~2,058,545 ~~not~~Public ~~constitute~~Shares aexercised ~~solicitation~~their ofright ato ~~proxy,~~redeem ~~consent~~such orPublic ~~authorization~~Shares ~~with~~for ~~respect~~a topro ~~any~~rata ~~securities~~portion orof inthe ~~respect~~funds ofin the ~~Extension~~Trust Account. ~~This~~The ~~communication~~final ~~shall~~per ~~also~~share ~~not~~redemption ~~constitute~~amount anis ~~offer~~currently tobeing ~~sell~~calculated. The orCompany ~~the~~has ~~solicitation~~estimated ofit ~~an offer~~ to ~~buy~~be ~~any~~approximately ~~securities,~~$12.17 ~~nor shall there be~~per ~~any~~share ~~sale~~and ofwill ~~securities~~file inan ~~any~~amended ~~states~~Current orReport ~~jurisdictions~~on inForm ~~which~~8-K ~~such~~to ~~offer,~~disclose ~~solicitation~~the orfinal ~~sale~~amount ~~would~~if beit ~~unlawful~~is ~~prior~~materially todifferent ~~registration or~~from ~~qualification under~~ the ~~securities~~estimated amount. ~~laws~~As ofa ~~any~~result, ~~such~~approximately ~~jurisdiction~~$25.06 Nomillion ~~offering~~will ofbe ~~securities~~removed ~~shall~~from bethe ~~made~~Trust ~~except~~Account byto ~~means~~pay ofsuch aholders ~~prospectus~~(the “Meeting Redemptions”). ~~meeting~~Following the ~~requirements~~Meeting ofRedemptions, ~~Section~~there 10will ofbe ~~the~~406,678 ~~Securities~~Public ~~Act~~Shares orissued anand ~~exemption therefrom~~outstanding.

~~Additional~~The Company ~~Information~~filed the Articles Amendment with the Cayman Islands Registrar of Companies on May 2, 2025. A copy of the Articles Amendment is attached hereto as Exhibit 3.1, and ~~Where~~is toincorporated ~~Find~~by Itreference.

~~The Company~~Item ~~urges~~9.01 ~~investors,~~Financial ~~shareholders~~Statements and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the ExtensionExhibits. Shareholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Advantage Proxy, Inc., P.O. Box 10904, Yakima, WA 98909, Attn: Karen Smith.

2(d) Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
3.1		An Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d) Exhibits~~1

~~The following exhibit is filed herewith:~~SIGNATURE

Exhibit No.		Description of Exhibits
99.1		Press Release, dated April 30, 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.

	ClimateRock

Date: May 8, 2025	By:	/s/ Per Regnarsson
		Name:	Per Regnarsson
		Title:	Chief Executive Officer

~~SIGNATURE~~2

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.

Dated: April 30, 2025	ClimateRock
	By:	/s/ Per Regnarsson
	Name:	Per Regnarsson
	Title:	Chief Executive Officer

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