CLRCF 10-K & 10-Q changes, risk factors and insider trading
ClimateRock · Blank Checks · CIK 1903392 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares.”
New heading “Certain agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.”
New heading “Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.”
New heading “Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.”
Removed heading “We may seek to further extend the Combination Period, which could have a material adverse effect on the amount held in our trust account and other adverse effects on our Company.”
Removed heading “Cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss.”
Removed heading “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.”
Removed heading “If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.”
Removed heading “We have identified material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.”
Largest changes
“As a result of material weaknesses in our internal control over financial reporting which resulted in the classification errors described above, our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2023. …”see in full comparison
“Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.”see in full comparison
“We have identified material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.”see in full comparison
“The funds in our operating account and our Trust Account are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. …”see in full comparison
“In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential Business Combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects. …”see in full comparison
“Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.”see in full comparison
Full comparison: every changed paragraph (36)
As
a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following is a partial
list of material risks, uncertainties and other factors that could have a material effect on the Companyus and itsour operations:
The share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares.
Each Unit sold in our Initial Public Offering at an offering price of $10.00 per Unit consisted of one Public Share, one-half of one Public Warrant and one Right. Of the proceeds we received from the Initial Public Offering and the Private Placement, $79,931,250 was placed in our Trust Account. We will provide our Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $11.92 per Public Share as of December 31, 2024 (before taxes payable, if any), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption for each Public Share that they choose to redeem.
There can be no assurance that, after our initial Business Combination, such as the GreenRock Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination company for the Redemption Price, or any higher price. It is therefore possible that the share price of the post-Business Combination company may decline below the Redemption Price. In recent years, the share prices of many post-Business Combination companies have fallen following a Business Combination. As a result, if our Public Shareholders continue to hold shares in the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price of such shares will be greater than the Redemption Price.
Certain agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.
Certain of the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights Agreement, (iii) the Private Placement Warrants Purchase Agreement and (iv) the Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders might deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering. Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor, officers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, although we would not amend lock-up provisions to permit securities held by our Sponsor to be freely sold prior to our initial Business Combination, we may amend such provisions to permit them to be freely sold after the Business Combination earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.
Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.
There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.
Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue, or trade policies will change in the future.
Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a Business Combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that Business Combination agreement. These factors could affect our selection of a Business Combination target.
We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. If we complete an initial Business Combination with such a target, the post- Business Combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post- Business Combination company to decline.
Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
The funds in our operating account and our Trust Account are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential Business Combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects. Our business may be adversely impacted by these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.
We may seek to further extend the Combination
Period, which could have a material adverse effect on the amount held in our trust account and other adverse effects on our Company.
We may seek to further extend
the Combination Period. Such an extension would require the approval of our public shareholders, who will be provided the opportunity
to redeem all or a portion their public shares. Such redemptions will likely have a material adverse effect on the amount held in our
trust account, our capitalization, principal shareholders and other impacts on our Company or management team, such as our ability to
maintain our listing on Nasdaq.
Cyber incidents or attacks directed at us
or third parties could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with whom we may deal.
Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third
parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to,
cyber incidents. Any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead
to financial loss.
Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
business combination, and results of operations.
We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal
requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time
consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those
changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability
to negotiate and complete our initial business combination, and results of operations.
On January 24, 2024, the
SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC business combination transactions;
(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial
public offerings and business combination transactions; (iii) additional disclosures regarding projections included in SEC filings in
connection with proposed business combination transactions; and (iv) the requirement that both the SPAC and its target company be
co-registrants for business combination registration statements.
In addition, the SEC’s
adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company
Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance
of such goals.
Compliance with the 2024
SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial business combination
and (ii) constrain the circumstances under which we could affect our ability to complete an initial business combination.
If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.
The SEC’s adopting
release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject
to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on
specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating as an unregistered
investment company.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including (i) restrictions
on the nature of our investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to complete
our initial business combination.
In addition, we may have
imposed upon us burdensome requirements, including: (i) registration as an investment company; (ii) adoption of a specific form of corporate
structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure
that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not
include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment
company definition and guidance and intend to complete an initial business combination with
an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted
threshold.
We
do not believe that our business activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust
account are invested only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations;
the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
the longer that we hold investments in the trust account, we may, at any time, instruct Continental, as trustee of the trust
account, to liquidate the investments held in the trust account and instead
to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.
Pursuant
to the trust agreement entered into between us and Continental, Continental
is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling
businesses in the manner of a merchant bank or private equity fund), we intended to avoid being deemed an “investment company”
within the meaning of the Investment Company Act. Our initial public offering was not intended for persons who were seeking a return on
investments in government securities or investment securities. The trust account is intended solely as a temporary depository for funds
pending the earliest to occur of: (i) the completion of our initial Business Combination; (ii) the redemption of any public shares properly
submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (x) in a manner
that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business
combination within the Combination Period; or (y) with respect to any other provision relating to the rights of holders of shares of our
Class A ordinary shares or pre-initial business combination activity; or (iii) absent an initial business combination within the Combination
Period, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.
We are aware of litigation
claiming that certain SPACs should be considered investment companies. Although we believe that these claims are without merit, we cannot
guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to
be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which
we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation. If
we are unable to complete our initial business combination, our public shareholders may receive only approximately $11.06 per public share
upon the liquidation of our trust account and our warrants and rights will expire worthless.
We have identified material weaknesses in
our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial
reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in us and materially
and adversely affect our business and operating results.
In connection with the preparation
of our financial statements as of and for the period ended December 31, 2023, our management, in consultation with its advisors, identified
two classification errors made in certain of our previously issued financial statements, arising from the manner in which we classified
its cash and cash equivalents held in the trust account and the deferred underwriting commission in connection with the Company’s
initial public offering. We previously classified its cash and cash equivalents held in the trust account as current assets and the deferred
underwriting commission as current liabilities, respectively. Our management determined, after consultation with its advisors, that the
funds held in the trust account are restricted as to withdrawal and except with respect to interest earned on the funds held in the trust
account that may be released to us to pay our income tax obligations, will not be released from the trust account until the earlier of
(a) the completion of our initial business combination, and (b) until needed to fund shareholder redemptions, rather than current operations
of us. Therefore, our management concluded that our cash and cash equivalents held in the trust account should be classified as long-term
assets for accounting purposes, rather than as current assets, and the corresponding deferred underwriter commission, which are contingent
upon the completion of a business combination, should be classified as long-term liabilities, rather than current liabilities.
As a result of material weaknesses in our internal control over financial
reporting which resulted in the classification errors described above, our management has concluded that our disclosure controls and procedures
were not effective as of December 31, 2023. We have taken a number of measures designed to remediate such material weaknesses, however,
if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable
to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise,
if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange
on which our securities are listed, the SEC or other regulatory authorities. The existence of material weaknesses in internal control
over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the
trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the
material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future
due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even
if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to
prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
For
additional risks relating
to our operations, other than as set forth above, see the section
titled “Risk Factors” contained in our (i) our IPO Registration
Statement (ii) 2022
Annual Report and 2023 Annual Report,Report (iii) Quarterly Reports on Form 10-Q for the quarterly
periods ended June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023,
March 31,September
30, 2023,2023 and September 30, 2022, and June 30, 2022,2024, as filed with the SEC on August 11, 2022, November
9, 2022, May 8, 2023, August 14, 2023, November 14, 2023 and amended on March 14, 2024, August
14, 2023 and amended on March 14, 2024, May 8, 2023 and amended on March 14, 2024, November 9, 2022 and amended on December 21, 2022 and
March 14, 2024, and August 11, 2022 and amended on March 14, 2024, respectively,
and (iv) Definitive2025 Proxy Statement on Schedule 14A,
as filed with the SEC on April 11, 2023.Statement. Any of these factors could result in a significant or material
adverse effect on our results
of operations or financial condition. Additional risks could
arise that may also affect our business or ability to consummate an initial
business combination.Business Combination.
We may disclose changes to such risk factors or disclose additional risk factors from time
to time in our future
filings with the SEC.
For
risks relating to GreenRock
and the GreenRock Business Combination, please see the GreenRock Registration Statement on Form F-4 filed with the SEC by Pubco on January
26, 2024.Statement.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Working Capital Loans”
New heading “Convertible Promissory Notes”
Removed heading “Off-Balance Sheet Arrangements”
Largest changes
“As of December 31, 2024, we had a cash balance of $14,384 and a working capital deficit of $5,753,598. We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern one year from the issuance date of the audited consolidated financial statements contained elsewhere in this Report. Prior to consummation of a Business Combination, we have the ability to secure additional funding from the Sponsor or other related parties. …”see in full comparison
“On April 8, 2025, we received written notice from the Nasdaq Panel indicating that the Nasdaq Panel had determined to delist our securities from Nasdaq and that trading in our securities would be suspended at the open of trading on April 10, 2025, due to our failure to comply with the terms of its earlier decision. Pursuant to such decision, among other things, we were required to complete our initial Business Combination by no later than April 7, 2025. Accordingly, the Nasdaq Panel determined to delist our securities from Nasdaq. …”see in full comparison
“On December 30, 2023, we entered into the GreenRock Business Combination Agreement with GreenRock, Pubco and the Merger Subs, which was amended on November 6, 2024. …”see in full comparison
Full comparison: every changed paragraph (78)
All
statements other than
statements of historical fact included in this Report including, without limitation, statements inunder this section Item
regarding our financial
position, business strategy and the plans and objectives of managementManagement for future operations, are forward-looking
statements. When used
in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend”
and similar expressions, as they relate to us or our management,Management, identify forward-looking statements. Such forward-looking
statements statements
are based on the beliefs of our management,Management, as well as assumptions made by, and information currently available to, our management.Management.
Actual Actual
results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in our
filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are are
qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and the notes thereto contained elsewhere in this Report.
The Company isWe
are a Cayman Islands
exempted company incorporated as a blank check company on December 6, 2021. TheWe Company waswere formed for the purpose of effecting
an initial
business combination.Business Combination.
Although
we the Company isare not
limited to a particular industry or geographic region for purposes of consummating an initial businessBusiness combination,Combination, thewe Company focusesfocus
on opportunities in environmental protection, renewable energy, fighting climate change, and any other related industries. We will target
companies with established operating models that have strong management teams, realigned capital structures, positive cash flows prospects,
and a clear and well-defined pathway for growing profitably over the long-term. TheWe Company isare an early stageearly-stage and emerging growth company and,
and, as such, thewe Company isare subject to all of the risks associated with early stageearly-stage and emerging growth companies.
As
of December 31, 2023,
the2024, Companywe had not yet commenced any operations. All activity through December 31, 20232024 relates to the Company’sour formation
and and
our initialInitial publicPublic offering,Offering, which is described below, and post-offeringpost-Initial activitiesPublic inOffering, searchsearching for a target to consummate and
consummating an initial business
combination.Business TheCombination. CompanyWe will not generate any operating revenues until after the completion of itsour initial business combination,Business
Combination, at the
earliest. The CompanyWe will generate nonoperating income in the form of interest income from the proceeds derived from the
Initial initialPublic public
offering.Offering. TheWe Company hashave selected December 31 as itsour fiscal year end.
The
IPO Registration Statement was declared effective on April
27, 2022. On May 2, 2022, thewe Company
consummated our initialInitial publicPublic offeringOffering of 7,875,000 unitsUnits at $10.00 per unit,Unit, including 375,000 unitsOption
Units that were issued pursuant to the
underwriters’ partial exercise of theirthe over-allotmentOver-Allotment option,Option, generating gross proceeds of $78,750,000. the sale
of 3,762,500 Private Placement Warrants with an exercise price of $11.50 per warrant at a price of $1.00 per Private Placement Warrant
to our Sponsor.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of an aggregate of 3,762,500 Private Placement Warrants to our Sponsor in the Private Placement a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $3,762,500.
The Company commenced operations
after obtaining adequate financial resources through (i) the initial public offering of 7,875,000 units at $10.00 per unit (which includes
375,000 units in connection with the underwriter’s partial exercise of the over-allotment option) and (ii) the sale of 3,762,500
private placement warrants with an exercise price of $11.50 per warrant at a price of $1.00 per private placement warrant to our sponsor.
The units were listed onManagement
Nasdaq. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial
publicInitial offeringPublic Offering and sale of the privatePrivate placement warrants, Placement,
although substantially all of the net proceeds arehave intendedbeen and will continue to beapplied applied
generally toward consummating an initial business combination.Business
Combination. Nasdaq rules provide that the initial businessBusiness combinationCombination must be with
one or more target businesses that together have
a fair market value equal to at least 80% of the net assets held in the trustTrust account
(as defined below)Account (net of amounts disbursed to managementManagement for working
capital purposes). The CompanyWe will only complete an initial business
combinationBusiness Combination if the post-businesspost-Business combinationCombination company owns or acquires 50%
or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for
it not to be required to register as an investment company under
the Investment Company Act. There is no assurance that the CompanyWe will be able
to successfully effect an initial businessBusiness combination.Combination.
Upon
the closing of the initial
publicInitial offering,Public Offering, $10.15 per unitUnit sold in the initialInitial publicPublic offeringOffering was placed in the trustTrust accountAccount and invested
in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 185
days or less, or in any open-ended
investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7
of the Investment Company Act, as
determined by the Company,us, until the earlier of: (i) the consummation of an initial businessBusiness combinationCombination or
(ii) the distribution of the
funds in the trustTrust accountAccount to the Company’sour shareholders, as described below. To mitigate the risk that we might be
deemed to be an investment company for purposes of the Investment Company Act, on May 2, 2024, we instructed the trustee to liquidate
the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand
deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation.
Our
Sponsor, initialdirectors Shareholders
and officers have agreed (a) to vote their founderFounder sharesShares and any publicPublic sharesShares purchased during or after the initialInitial
Public public offeringOffering in favor of an
initial businessBusiness combination,Combination, (b) not to propose an amendment to the Company’s amendedAmended and restatedRestated memorandumArticles and articles of associationwith
with respect to theour Company’spre-Business pre-business combinationCombination activities prior to the consummation of an initial businessBusiness combinationCombination unless
the Companywe providesprovide dissenting
Public public shareholdersShareholders with the opportunity to redeem their publicPublic sharesShares in conjunction with any such amendment;
(c) not to redeem any
Ordinary sharesShares (including the founderFounder sharesShares) into the right to receive cash from the trustTrust accountAccount in connection with a shareholder
shareholder vote to approve an initial businessBusiness combinationCombination (or to sell any sharesOrdinary Shares in a tender offer in connection with an initial businessBusiness
combinationCombination if thewe Company doesdo not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended
and restated memorandumAmended and articles of associationRestated
Articles relating to shareholders’ rights of pre-businesspre-Business combinationCombination activity and (d)
that the founderFounder sharesShares and the privatePrivate
Placement placement warrantsWarrants (including underlying securities) shall not participate in any liquidating
distributions upon winding up if an initial
Business business combinationCombination is not consummated. However, theour initialSponsor, shareholdersdirectors and officers will be entitled
to liquidating distributions from
the trustTrust accountAccount with respect to any publicPublic sharesShares purchased during or after the initialInitial publicPublic offering
Offering if thewe Company failsfail to complete its
initial businessBusiness combination.Combination.
Recent Developments
On January 6, 2025, the Nasdaq Panel granted our request for an exception to the Public Holders Requirement until April 7, 2025, at which time we needed to demonstrate compliance with the Public Holders Requirement. On April 2, 2025, we notified the Nasdaq Panel that we would not be able to close our initial Business Combination by the Nasdaq Panel’s April 7, 2025 deadline.
On April 8, 2025, we received written notice from the Nasdaq Panel indicating that the Nasdaq Panel had determined to delist our securities from Nasdaq and that trading in our securities would be suspended at the open of trading on April 10, 2025, due to our failure to comply with the terms of its earlier decision. Pursuant to such decision, among other things, we were required to complete our initial Business Combination by no later than April 7, 2025. Accordingly, the Nasdaq Panel determined to delist our securities from Nasdaq. Our public securities were suspended from Nasdaq on April 10, 2025; however, as of the date of this Report, the Form 25-NSE has not yet been filed to delist our securities from Nasdaq.
Following the suspension of trading on Nasdaq, our Units, Public Shares, Public Warrants and Rights are quoted on the Pink tier of the OTC under the symbols “CLRCUF,” “CLRCF,” “CLRCWF,” and “CLRCRF”, respectively.
On March 26, 2025, Abhishek Bawa notified the Board of his resignation as our Chief Financial Officer, effective as of March 26, 2025.
On April 13, 2025, Michael Geary was appointed to serve as our Interim Chief Financial Officer, effective as of April 10, 2025.
On April 17, 2025, we filed the 2025 Proxy Statement in connection with an upcoming extraordinary general meeting of our shareholders to, among other things, seek (i) an extension of the Combination Period from May 2, 2025 to November 2, 2025 and (ii) to eliminate the Redemption Limitation from the Amended and Restated Articles.
As of June 24, 2025, we borrowed an additional $288,448 beyond the initial terms of the Seventh Eternal Loan. As of June 24, 2025, the outstanding balance of the Seventh Eternal Loan was $1,788,448.
Extension Extensions
of our Combination Period
On
April 27, 2023, we held
the 2023 EGM and approved, among other things, an amendment to the our amendedAmended and restatedRestated memorandum and articles of associationArticles to
(i) extend
the dateCombination by which the we would be required to consummate a business combinationPeriod from November 2, 2023 to May 2, 2024 (or such
earlier date as determined by ourthe boardBoard of directorsDirectors in its sole
discretion) and (ii) to permit ourthe boardBoard of directors,Directors, in its sole discretion,
to elect to wind up our operations on, or on an earlier
date than May 2, 2024 (including prior to May 2, 2023). In connection with the 2023 EGM, Public Shareholders holding 5,297,862 Public
Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account in the 2023 Redemptions.
As a result, $55,265,334 (approximately $10.43 per Public Share) was removed from the Trust Account to pay such Public Shareholders.
On April 29, 2024, we held the 2024 EGM and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the Combination Period from May 2, 2024 to May 2, 2025 (or such earlier date as determined by the Board of Directors in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up our operations on, or on an earlier date than May 2, 2025. In connection with the 2024 EGM, Public Shareholders holding 111,915 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.27 million (approximately $11.37 per Public Share) was removed from the Trust Account to pay such Public Shareholders.
We may, however,
may seek to
further extend the Combination Period consistent with applicable laws,laws and regulations by amending the Amended and stock exchange rules.Restated
Articles. Such an extensionamendment would require
the approval of our publicPublic shareholders,Shareholders, who will be provided the opportunity to redeem all
or a portion of their publicPublic shares.Shares in connection with the vote on such approval. Such
redemptions will likely have a material adverse effect ondecrease the amount held in our
Trust trustAccount account,and our capitalization, principal shareholders
and other impacts on our company or management team, such as our ability to maintain our listing on Nasdaq. Our sponsor may also explore
transactions under which it would sell its interest in our company to another management team.capitalization.
On April 30 and May 1, 2025, we held the 2025 EGM and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the Combination Period from May 2, 2025 to November 2, 2025 (or such earlier date as determined by the Board of Directors in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up our operations on, or on an earlier date than November 2, 2025. In connection with the 2025 EGM, Public Shareholders holding 2,016,792 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $24.67 million (approximately $12.23 per Public Share) was removed from the Trust Account to pay such Public Shareholders as of June 18, 2025.
On
March 31, 2023, wethe issued
anSponsor aggregateelected ofto convert 1,968,749 Class AB ordinaryOrdinary sharesShares to the sponsor, upon the conversion of an equal number of Class BA ordinaryOrdinary sharesShares, heldon a one-for-one
by the sponsorbasis in the founderFounder shareShare conversion.Conversion. The 1,968,749 Class A ordinaryOrdinary sharesShares issued in connection with the founderFounder shareShare conversion
Conversion are subject to the same restrictions
as applied to the Class B ordinaryOrdinary sharesShares before the founderFounder shareShare conversion,Conversion, including,including among others,
other things, certain transfer restrictions,
waiver of redemption rights and the obligation to vote in favor of an initial businessBusiness combinationCombination as described
in the IPO Registration
Statement. Following the founder share conversion and the redemptions in connection with approval of the Extension
Amendment, (i) there were (i) 4,664,012 Class A ordinary shares issued and outstanding and one Class B ordinary share issued and outstanding,
and (ii) the sponsor held 42.21% of the outstanding Class A ordinary shares.
Following the Founder Share Conversion and the Extension Redemptions, there were 2,535,305 Class A Ordinary Shares and one Class B Ordinary Share issued and outstanding and the Sponsor holds approximately 77.65% of the issued and outstanding Ordinary Shares.
Termination
of theProposed EEW
Business Combination with EEW
On October 6, 2022, we entered into a Business Combination Agreement with Pubco, SPAC Merger Sub, and E.E.W. Eco Energy World PLC, a company formed under the laws of England and Wales (“EEW”). On August 3, 2023, we entered into an Amended and Restated Business Combination Agreement (as amended and restated, the “Original Business Combination Agreement”) with Pubco, SPAC Merger Sub and EEW.
On October 6, 2022, we entered
into the EEW Business Combination Agreement, which was amended on August 3, 2023, to, among other things, (i) extend the date that either
our Company or EEW could terminate the EEW Business Combination Agreement if the closing did not occur by September 30, 2023, and (ii)
provide for a contingent earn out of USD $150,000,000 in shares based on the achievement of a 2023 revenue milestone of USD $52,000,000.
On
November 29, 2023, we
notified EEW that we had elected to terminate the EEWOriginal Business Combination Agreement among effective immediately,
pursuant to Section
9.1(b) and 9.2 thereof, since the conditions to the closing of thesuch initialBusiness business combinationCombination were not satisfied or waived
by the outside
date of September 30, 2023. As a result, the EEWOriginal Business Combination Agreement is of no further force and effect,
except for certain
specified provisions in the Original Business Combination Agreement, which shall survive theits termination and remain in full
force and effect in
accordance with their respective terms.
On December 30, 2023, we entered into the GreenRock Business Combination Agreement with GreenRock, Pubco and the Merger Subs, which was amended on November 6, 2024. Pursuant to the GreenRock Business Combination Agreement, subject to the terms and conditions set forth therein, (i) SPAC Merger Sub will merge with and into our Company, with our Company continuing as the surviving entity and wholly-owned subsidiary of Pubco, in connection with which all of our existing securities will be exchanged for rights to receive securities of Pubco as follows: (a) immediately prior to the SPAC Merger Effective Time (as defined in the GreenRock Business Combination Agreement), every issued and outstanding Unit will be automatically separated and the holders thereof will be deemed to hold one (1) Class A Ordinary Share, one-half (1/2) of a Public Warrant and one Right, (b) each Class A Ordinary Share outstanding immediately prior to the Effective Time that has not been redeemed and is not a Dissenting Share (as defined in the GreenRock Business Combination Agreement) shall automatically convert into one Pubco Ordinary Share (as defined in the GreenRock Business Combination Agreement), par value $0.0001, issued by Pubco, (c) each Class B Ordinary Share, par value $0.0001, outstanding immediately prior to the SPAC Merger Effective Time that is not a Dissenting Share shall automatically convert into one Pubco Ordinary Share, (d) each Public Warrant and each Private Placement Warrant shall automatically convert into one warrant to purchase Pubco Ordinary Shares on substantially the same terms and conditions; (e) each Right will be automatically converted into the number of Pubco Ordinary Shares that would have been received by the holder of such Right if it had been converted upon the consummation of a Business Combination in accordance with the Amended and Restated Articles, and (ii) Company Merger Sub will merge with and into GreenRock, with GreenRock continuing as the surviving entity and wholly-owned subsidiary of Pubco, pursuant to which (x) each GreenRock Ordinary Share )(as defined in the GreenRock Business Combination Agreement) issued and outstanding immediately prior to the Effective Time (as defined in the GreenRock Business Combination Agreement ) shall be automatically cancelled and extinguished and converted into the right to receive the applicable portion of Pubco Ordinary Shares constituting the Merger Consideration (as defined in the GreenRock Business Combination Agreement) and (y) each issued and outstanding GreenRock convertible security shall be converted into Pubco convertible securities of like tenor and shall have, and be subject to, substantially the same terms and conditions as set forth in the applicable organizational document of GreenRock, except that they shall represent the right to acquire Pubco Ordinary Shares in lieu of GreenRock Ordinary Shares.
On December 30, 2023, we
entered into the GreenRock Merger Agreement with GreenRock, Pubco, Company Merger Sub and SPAC Merger Sub. Pursuant to the GreenRock Merger
Agreement, subject to the terms and conditions set forth therein, (i) SPAC Merger Sub will merge with and into our Company, with our Company
continuing as the surviving entity and wholly-owned subsidiary of Pubco, in connection with which all of our existing securities will
be exchanged for rights to receive securities of Pubco as set forth in the GreenRock Merger Agreement, and (ii) Company Merger Sub will
merge with and into GreenRock, with GreenRock continuing as the surviving entity and wholly-owned subsidiary of Pubco.
For
a full description of
the GreenRock MergerBusiness Combination Agreement and the proposed GreenRock Business Combination, please see “Item
1. Business”.
Our
entire activity since
inception up to December 31, 20232024 ishas been related to our formation and our initialInitial publicPublic offering,Offering, and we
will not be generatinggenerate any operating
revenues until the closing and completion of our initial businessBusiness combination,Combination, at the earliest. We will generate
nonoperating income in
the form of interest income from the proceeds derived from the initialInitial publicPublic offering.Offering. We also expect to continue
to incur increased expenses as
a result of becoming a public company (i.e., for legal, financial reporting, accounting and auditing compliancecompliance,
among other things), as well as for due diligence
expenses in search for a target to consummate an initial businessBusiness combination.Combination.
For
the year ended
December 31, 2023,2024, the Companywe reported net incomeloss of $483,430,$(390,001), comprised of $2,134,446$1,445,114 of dividend income earned in the trustTrust
accountAccount and $190$167 of interest income offset by formation and operating costs of $1,528,302.$1,715,282.
For
the year ended
December 31, 2022,2023, the Companywe reported a net lossincome of $675,874,$483,430, comprised of $1,107,852$2,134,446 of dividend income earned in the trust accountTrust
Account offset by foreign exchange loss of $15,579 and formation and operating costs of $1,666,924.$1,528,302.
Our
results of operations
and our ability to complete an initial businessBusiness combinationCombination may be adversely affected by various factors that could
cause economic uncertainty
and volatility in the financial markets, many of which are beyond our control. Our businessresults of operations and
our ability to consummate an initial Business Combination could be impacted by, among other things,
downturns in the financial markets
or in economic conditions, increases in oil prices, inflation, increasesfluctuations in interest rates, increases in tariffs, supply
chain disruptions,
declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as
the military conflicts
in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events,
their duration or magnitude
or the extent to which they may negatively impact our business and our ability to complete an initial business
combination.Business Combination.
On
May 2, 2022, we consummated
our initialInitial publicPublic offeringOffering of 7,875,000 units,Units, including 375,000 unitsOption Units that were issued pursuant
to the partial exercise of the Over-Allotment Option. Simultaneously with the closing of the Initial Public Offering and pursuant to
the Private Placement Warrants Purchase Agreement, we sold 3,762,500 Private Placement Warrants, including 112,500 Private Placement
Warrants that were issued pursuant to the underwriters’ partial exercise
of their over-allotment option. Simultaneously, the Company sold 3,762,500 private placement warrants, including 112,500 private placement
warrants that were issued pursuant to the underwriters’ partial exercise of the over-allotmentOver-Allotment option.Option. From the proceeds of the Initial Public Offering
initial public offering and privatePrivate placementPlacement warrants,Warrants, the Companywe retained approximately $1,100,000 for working capital needs after
transfer of proceeds to the trust accountTrust
Account and payment of expenses related to the initialInitial publicPublic offeringOffering and directorsdirectors’ and officersofficers’ insurance. As of December 31,
2024 and December 31, 2023, there was $14,384 and $57,290 in cash held outside the Trust Account, respectively.
Working Capital Loans
In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued warrants to purchase 1,500,000 shares if $1,500,000 of Working Capital Loans were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such Working Capital Loans by our Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
Eternal Loans
We agreed to borrow up to $500,000 from Eternal, an affiliate of our Company through common ownership, to be used for the payment of costs related to the Initial Public Offering. Eternal loaned us $63,073 under the First Eternal Loan. Pursuant to the loan agreement and its subsequent amendments, the First Eternal Loan was non-interest bearing, unsecured and due on the closing of our Initial Public Offering. The First Eternal Loan was fully repaid on June 2, 2022.
In order to finance transaction
costs in connection with an initial business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors
may, but are not obligated to, loan us working capital loans.
On September 21, 2022, we
entered into a loan agreement with Eternal
in the principal amount of up to $180,000, on an unsecured basis and bearing no interest. The
Second Eternal Loan iswas available to be
drawn down from September 21, 2022 to March 31, 2023 and its maturity date is MarchJune 30, 2025, or if earlier, the date of the
consummation of the initial Business Combination, as amended by the Second Eternal Loan Amendment. As of December 31,
2024 2024. As
ofand December 31, 2023, the outstanding balance of the Second Eternal Loan was $170,603 and no interest was accrued.
Additionally,
on November
12, 2022, we entered into a loan agreement with Eternal in the principal amount of up to $300,000, on an unsecured basis
and bearing no
interest. The Third Eternal Loan iswas available to be drawn down from November 12, 2022 to March 31, 2024,2023. and its The
maturity date is MarchJune 30, 2025 or, if earlier, the date of the consummation of the initial Business Combination, as amended by the Third
31,Eternal 2024.Loan Amendment. As of December 31, 2024 and December 31, 2023, the outstanding balance of the Third Eternal Loan was $300,000
and no interest was accrued.
On
January 29, 2023, we entered
into a loan agreement with Eternal in the principal amount of up to $50,000, on an unsecured basis
and bearing no interest. The Fourth
Eternal Loan iswas available to be drawn down from January 29, 2023 to March 31, 2023 and
its maturity date is Marchthe 31,earlier 2025.of June 30, 2025 or the date of the consummation of the initial Business Combination, as amended by
the Fourth Eternal Loan Amendment. As of December 31,
2024 and December 31, 2023, the outstanding balance of the Fourth Eternal
Loan was $50,000 and no interest was accrued.
On
April 12, 2023, thewe Company
entered into a loan agreement with Eternal for a loan facility in the principal amount of up to $500,000, on
an unsecured basis and bearing
no interest. The Fifth Eternal Loan iswas available to be drawn down in four installments: $150,000 on April 12,
2023, $125,000 on May 3,
2023, $125,0002023,$125,000 on June 3, 2023, and $100,000 on July 3, 2023. The maturity date of the loan is theJune earlier30, of2025
or Mayif 1, 2024 orearlier, the date
of the consummation of the initial businessBusiness combinationCombination, ofas amended by the Company.Fifth Eternal Loan Amendment. As of
December 31, 2024 and December 31, 2023, the Companywe borrowed an additional
$153,619 $0 and $153,619, respectively, beyond the initial terms of the
Fifth loanEternal Loan. As of December 31, 2024 and December 31, 2023, the outstanding balance of the Fifth Eternal Loan was $653,619$500,000
and $653,619, respectively, and no interest was accrued.
On
November 1, 2023, the
Companywe entered into a loan agreement with Eternal in the principal amount of up to $335,000 on an unsecured basis
and bearing no interest.
The Sixth Eternal Loan was available to be drawn down from November 1, 20232023. and itsThe maturity date is theJune
30, earlier of August 1, 20242025, or
if earlier, the date of the initial business combinationconsummation of the Company.initial Business Combination, as amended by the Sixth Eternal Loan Amendment.
In the event we do not repay the Sixth Eternal Loan within 10 days of the consummation of the initial Business Combination, we will pay
an interest of five percent (5%) per month to Eternal until the date of repayment of the Sixth Eternal Loan. As of December 31,
2024 and December 31, 2023, the Companywe borrowed an additional $22,302
$0 and $22,302, respectively, beyond the initial terms of the loanSixth Eternal Loan.
As of December 31, 2024, and December 31, 2023, the outstanding balance of the Sixth Eternal Loan was $357,302$335,000 and $357,302, respectively,
and no interest was accrued.
On
November 1, 2023, the
Companywe and Eternal agreed to the Eternal Loan Amendment requiring that in the event that Companywe doesdo not repay each of the Second
Eternal Eternal
Loan, Third Eternal Loan, Fourth Eternal Loan, and Fifth Eternal Loan within 3010 days of the consummation of the initial businessBusiness
Combination, combination
of the Company, the Companywe will pay an interest of five percent (5%) per month to Eternal until the date of repayment of each such loan. The maturity
date for each of these loans was extended to June 30, 2025, or if earlier, the date of the consummation of the initial Business Combination,
as amended by the Eternal Loan Amendment.
On August 5, 2024, we entered into a loan agreement with Eternal for a loan facility in the principal amount of up to $1,500,000, on an unsecured basis and bearing no interest. The Seventh Eternal Loan is available for drawdown in unlimited number of installments in the period from August 3, 2024 to June 30, 2025. The final repayment date is June 30, 2025 or, if earlier, the date of the consummation of the initial Business Combination. As of December 31, 2024, we borrowed an additional $218,460 beyond the initial terms of the Seventh Eternal Loan. As of December 31, 2024, the outstanding balance of the Seventh Eternal Loan was $1,718,460, and no interest was accrued.
Eternal is controlled by Charles Ratelband V, our Executive Chairman of the Board of Directors. Each member of our Board of Directors has been informed of Mr. Ratelband’s material interest in such loan agreements, and upon the approval and recommendation of our Audit Committee, our Board of Directors has determined that the above loans with Eternal are fair and in our best interests and has voted to approve such loans.
Gluon Loan
On November 1, 2024, we entered into a loan agreement with Gluon to advance the sum of $20,000 to assist with short term cash demands. We agreed to repay the principal amount of $20,000, plus $1 interest, on or before February 28, 2025. The repayment deadline was subsequently extended to August 31, 2025. As of December 31, 2024, the balance was $0.
Convertible Promissory Notes
On
May 2, 2023, thewe Company
issued the 2023 Extension Note in the aggregate principal amount of $900,000 to the Sponsor, which will bewas deposited
into the Trust Account
in monthly installments in lieu of Paid Extensions for the benefit of each Public Share that was not redeemed in connection with the Extension2023
Amendment.Extension. The Sponsor agreed to pay $75,000 per month until the completion of an initial businessBusiness combination,Combination, commencing on May 2,
2023 2023
and continuing through May 2, 2024 (or such earlier date as determined by theour Company’s boardBoard of directorsDirectors in its sole discretion). The
The2023 Extension Note bears no interest during the drawdown period of the note and is repayable in full upon the earlier of (a) the date
of the consummation of the initial business combination,Business
Combination, and (b) the date of the Company’sour liquidation. Per the 2023 Extension NoteNote, Amendment,
as amended, if thewe Company doesdo not repay the 2023 Extension Note
within five days of the maturity date, five percent (5%) interest per month will accrue
on the unpaid principal balance until the 2023
Extension Note is fully repaid. At any time prior to the payment in full of the principal balance
of the convertible promissory note,
the sponsorSponsor may elect to convert all or any portion of the unpaid principal balance into that number
of warrants (the “Conversion Warrants”) at a conversion
price of $1.00 per warrant.Conversion Warrant. The Conversion Warrants shall be identical
to the privatePrivate placementPlacement warrantsWarrants issued by the Companyus at the
Initial initialPublic publicOffering. offering.We The Company hashave determined that the fair value
of the 2023 Extension Note is par value. As of December 31, 2024
and December 31, 2023, the outstanding balance of the 2023 Extension Note was $600,000$900,000 and $600,000, respectively, and no interest was
was accrued.
On April 30, 2024, we issued the 2024 Extension Note in the aggregate principal amount of $600,000 to the Sponsor, which was deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension. The Sponsor agreed to pay $50,000 per month that the Board of Directors decides to take to complete an initial Business Combination, commencing on May 2, 2024 and continuing through May 2, 2025 (or such earlier date as determined by our Board of Directors in its sole discretion). The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of our liquidation. At any time prior to the payment in full of the principal balance of the convertible promissory note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of Conversion Warrants at a conversion price of $1.00 per Conversion Warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by us at the Initial Public Offering. We have determined that the fair value of the 2024 Extension Note is par value. As of December 31, 2024, the outstanding balance of the 2024 Extension Note was $400,000, and no interest was accrued.
On June 20, 2025, we issued the 2025 Extension Note in the aggregate principal amount of $107,623.44 to the Sponsor, which will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2025 Extension. The 2025 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of our liquidation.
Going Concern
As of December 31, 2024, we had a cash balance of $14,384 and a working capital deficit of $5,753,598. We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern one year from the issuance date of the audited consolidated financial statements contained elsewhere in this Report. Prior to consummation of a Business Combination, we have the ability to secure additional funding from the Sponsor or other related parties. There is no assurance that our plans to consummate a Business Combination will be successful by May 2, 2025. The audited consolidated financial statements contained elsewhere in this Report do not include any adjustment that might result from the outcome of this uncertainty.
We do not believe we will
need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated
to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional
securities or incur debt in connection with such business combination.
What changed in the latest 10-Q
Risk Factors
Removed heading “We have identified a material weakness in our internal control over financial reporting as of June 30, 2025. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.”
Largest changes
“We have identified a material weakness in our internal control over financial reporting as of June 30, 2025. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.”see in full comparison
“Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. …”see in full comparison
“We have identified a material weakness in our internal controls over financial reporting as of June 30, 2025 relating to related to the under accrual of legal fees. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.”see in full comparison
Full comparison: every changed paragraph (4)
As a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our
operations, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) Annual Reports on
Form 10-K for the years ended December 31, 2024 and December 31, 2023, as filed with the SEC on June 25, 2025 and March 18, 2024 and amended
on March 15, 2024, respectively, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025, September 30,
2024, September
30, 2023, and JuneSeptember 30, 2023, as filed with the SEC on September 25, 2025, November 11, 2024, November 11, 2023 and
amended on March 15, 2024, and August 14,
2023 and amended on March 15, 2024, and May 8, 2023 and amended on March 15, 2024, respectively,
and (iv) definitive proxy statement on
Schedule 14A, as filed with the SEC on April 17, 2025. Any of these factors could result in a significant
or material adverse effect on
our results of operations or financial condition. Additional risks could arise that may also affect our
business or ability to consummate
an initial Business Combination. We may disclose changes to such risk factors or disclose additional
risk factors from time to time in
our future filings with the SEC.
We have identified a material weakness in
our internal control over financial reporting as of June 30, 2025. If we are unable to maintain an effective system of internal control
over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect
investor confidence in us and materially and adversely affect our business and operating results.
We have identified a material
weakness in our internal controls over financial reporting as of June 30, 2025 relating to related to the under accrual of legal fees.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected
and corrected on a timely basis.
Effective internal controls
are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming
and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are unable to maintain an
effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely
manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent
or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial
statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and adversely
affect our business and operating results. We cannot assure you that the measures we have taken to date, or any measures we may take in
the future, will be sufficient to avoid potential future material weaknesses.
Management's Discussion & Analysis (MD&A)
Largest changes
“We may seek to further extend the Combination Period consistent with applicable laws and regulations by amending the Amended and Restated Articles. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization.”see in full comparison
“On October 29, 2025, we held an extraordinary general meeting of shareholders (the “2025B EGM”) and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the date by which we would be required to consummate a Business Combination (the “Combination Period”) from November 2, 2025 to May 2, 2026 (or such earlier date as determined by the Board of Directors in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up our operations on, or on an earlier date than May 2, 2026. …”see in full comparison
“On October 29, 2025, we held the 2025B EGM and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the Combination Period from November 2, 2025 to May 2, 2026 (or such earlier date as determined by the Board of Directors in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up our operations on, or on an earlier date than May 2, 2026. We expect to publish final redemption numbers and amounts within four business days of the 2025B EGM.”see in full comparison
“For the nine months ended September 30, 2024, the Company reported a net loss of $409,112, comprised of $1,109,332 of dividend income earned on the Trust Account and interest income of $163 offset by formation and operating costs of $1,428,607 and administrative service fees - related party of $90,000.”see in full comparison
“For the nine months ended September 30, 2025, the Company reported a net loss of $844,755, comprised of $638,839 of dividend income earned on the Trust Account offset by formation and operating costs of $1,393,594 and administrative service fees - related party of $90,000.”see in full comparison
On May 31, 2022, we entered into an agreement (the “EGS Agreement”) with Ellenoff, Grossman & Schole LLP (“EGS”) to (x) act as U.S. securities council to us in connection with pending acquisition targets for us to acquire consistent with our Initial Public Offering and (y) assist in U.S. securities work related to the initial Business Combination. The fee structure for this agreement is as follows: (i) an upfront retainer of $37,500, (ii) billing on an hourly basis for time, (iii) each month fifty percent (50%) of the amount billed shall be due and owing, (iv) the remaining fifty percent (50%) not paid, on a monthly basis, will be deferred until the closing of the initial Business Combination and will be paid with a twenty percent (20%) premium. As ofsee in full comparisonJuneSeptember 30,2025,2025 and December 31, 2024, the total outstanding billed amount for services provided by EGSiswas$999,985$1,025,267 and $932,285 respectively of which$499,993$512,633 and $466,143 (50% of the outstanding balance),respectively,is considered outstanding per the terms of the EGS Agreement and is included in accrued liabilities on the consolidated balance sheetsheetof the unaudited consolidated financial statements contained elsewhere in this Report. As the initial Business Combination cannot be deemed probable as ofJuneSeptember 30, 2025 and December 31, 2024, respectively, and payment of the deferred portion of the outstanding balance is contingent upon a successful initial Business Combination, no amount was accrued for the deferred portion of the outstanding amount or the premium.
Full comparison: every changed paragraph (45)
As of JuneSeptember 30, 2025,
we had not yet commenced any operations. All activity through JuneSeptember 30, 2025 relates to the our formation and our Initial Public Offering,
which is described below, and post-Initial Public Offering, searching for a target to consummate and consummating an initial Business
Combination. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.
We will generate nonoperating income in the form of interest income from the proceeds derived from the Initial Public Offering. We have
selected December 31 as our fiscal year end.
On October 29, 2025, we held an extraordinary general meeting of shareholders (the “2025B EGM”) and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the date by which we would be required to consummate a Business Combination (the “Combination Period”) from November 2, 2025 to May 2, 2026 (or such earlier date as determined by the Board of Directors in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up our operations on, or on an earlier date than May 2, 2026. We expect to publish final redemption numbers and amounts within four business days of the 2025B EGM.
On July 15, 2025, Nasdaq
filed a Form 25 NSE notifying us of our removal from listing from their securities exchange.
In connection with the 2025
Extension, the Sponsor and its designees agreed to contribute an amount equal to $107,623 ($0.04 per Public Share that is not redeemed),
for each calendar month (commencing on May 2, 2025 and ending on the 1st day of each subsequent month) until November 2, 2025 (each, an
“Extension Period”). As a result, on June 20, 2025, we issued the 2025 Extension Note in the aggregate principal amount of
$107,623 to the Sponsor, which will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that
was not redeemed in connection with the 2025 Extension. As of SeptemberOctober 25,28, 2025, one monthly installment of the 2025 Extension Note had
been paid, and fourfive monthly installments of approximately $71,748$89,686 (not including applicable interest) remained outstanding and still need
to be deposited into the Trust Account to support the 2025 Extension.
On October 29, 2025, we held the 2025B EGM and approved, among other things, an amendment to the Amended and Restated Articles to (i) extend the Combination Period from November 2, 2025 to May 2, 2026 (or such earlier date as determined by the Board of Directors in its sole discretion) and (ii) to permit the Board of Directors, in its sole discretion, to elect to wind up our operations on, or on an earlier date than May 2, 2026. We expect to publish final redemption numbers and amounts within four business days of the 2025B EGM.
We may seek to further extend
the Combination Period consistent with applicable laws and regulations by amending the Amended and Restated Articles. Such an amendment
would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public
Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization.
Following the Founder Share
Conversion and the Extension Redemptions, and as of JuneSeptember 30, 2025, there were 2,535,305 Class A Ordinary Shares and one Class B Ordinary
Share issued and outstanding and the Sponsor holds approximately 77.65% of the issued and outstanding Ordinary Shares.
On September 19, 2025, ClimateRock
Holdings Limited,Limited (“Pubco”), a subsidiary of the Company, entered into a Purchase Agreement with Helena Global Investment Opportunities
I Ltd. (the
“Investor”) providing for up to $75.0 million in future equity financing following the consummation of the Business
Combination. Combination.
At the closing of the Business Combination, the CompanyPubco will issue 250,000 Class A ordinary shares to the Investor as a commitment
fee.
On September 19, 2025, ClimateRockPubco
Holdings Limited also entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors. The SPA
provides for the
issuance of up to an aggregate of $11.0 million principal amount of senior convertible promissory notes (the “Notes”) and
and accompanying warrants (the “Warrants”) to purchase Class A ordinary shares of the Company,Pubco, in three tranches.
Our entire activity since
inception up to JuneSeptember 30, 2025 has been related to our formation and our Initial Public Offering, and we will not generate any operating
revenues until the closing and completion of our initial Business Combination, at the earliest. We generate nonoperating income in the
form of interest income from the proceeds derived from the Initial Public Offering. We also expect to continue to incur increased expenses
as a result of becoming a public company (i.e., for legal, financial reporting, accounting and auditing compliance, among other things),
as well as for due diligence expenses in search for a target to consummate an initial Business Combination.
For the three months ended
JuneSeptember 30, 2025, the Company reported a net loss of $172,412,$487,305, comprised of $273,676$57,276 of dividend income earned on the Trust Account offset
offset by formation and operating costs of $416,088$514,581 and administrative service fees - related party of $30,000.
For the three months ended September
June 30, 2024, the Company reported a net lossincome of $254,323,$172,722, comprised of $368,183$368,522 of dividend income earned on the Trust Account
offset by
formation and operating costs of $592,646$165,800 and administrative successservice fees - related party of $30,000.
For the nine months ended September 30, 2025, the Company reported a net loss of $844,755, comprised of $638,839 of dividend income earned on the Trust Account offset by formation and operating costs of $1,393,594 and administrative service fees - related party of $90,000.
For the nine months ended September 30, 2024, the Company reported a net loss of $409,112, comprised of $1,109,332 of dividend income earned on the Trust Account and interest income of $163 offset by formation and operating costs of $1,428,607 and administrative service fees - related party of $90,000.
On May 2, 2022, we consummated
our Initial Public
Offering of 7,875,000 Units, including 375,000 Option Units that were issued pursuant to the partial exercise of the
Over-Allotment Option.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase
Agreement, we sold
3,762,500 Private Placement Warrants, including 112,500 Private Placement Warrants that were issued pursuant to the
partial exercise of
the Over-Allotment Option. From the proceeds of the Initial Public Offering and Private Placement Warrants, we retained
approximately approximately
$1,100,000 for working capital needs after transfer of proceeds to the Trust Account and payment of expenses related to
the Initial Public
Offering and directors’ and officers’ insurance. As of JuneSeptember 30, 2025 and December 31, 2024, there
was $3,909$6,194 and
$14,384 in cash held outside the Trust Account, respectively.
On September 21, 2022,
we entered into a loan agreement with Eternal
in the principal amount of up to $180,000, on an unsecured basis and bearing no interest.
The Second Eternal Loan was available to be
drawn down from September 21, 2022 to March 31, 2023 and its maturity date is December
31, 2025, or if earlier, the date of
the consummation of the initial Business Combination, as amended by the Second Eternal Loan Amendment.
As of JuneSeptember 30, 2025 and December 31,
2024, the outstanding balance of the Second Eternal Loan was $170,603 and no interest was
accrued.
Additionally, on November 12,
2022, we entered into a loan agreement
with Eternal in the principal amount of up to $300,000, on an unsecured basis and bearing no interest.
The Third Eternal Loan was available
to be drawn down from November 12, 2022 to March 31, 2023. The maturity date is December
31, 2025 or, if earlier, the date of
the consummation of the initial Business Combination, as amended by the Third Eternal Loan Amendment.
As of JuneSeptember 30, 2025 and December 31,
2024, the outstanding balance of the Third Eternal Loan was $300,000 and no interest was
accrued.
On January 29, 2023,
we entered into a loan agreement with Eternal
in the principal amount of up to $50,000, on an unsecured basis and bearing no interest.
The Fourth Eternal Loan was available to be drawn
down from January 29, 2023 to March 31, 2023 and its maturity date is the
earlier of December 31, 2025 or the date of the consummation
of the initial Business Combination, as amended by the Fourth Eternal Loan
Amendment. As of JuneSeptember 30, 2025 and December 31, 2024,
the outstanding balance of the Fourth Eternal Loan was $50,000 and no
interest was accrued.
On April 12, 2023, we
entered into a loan agreement with Eternal
for a loan facility in the principal amount of up to $500,000, on an unsecured basis and bearing
no interest. The Fifth Eternal Loan was
available to be drawn down in four installments: $150,000 on April 12, 2023, $125,000 on
May 3, 2023, $125,000 on June 3,
2023, and $100,000 on July 3, 2023. The maturity date is December 31, 2025, or if earlier,
the date of the consummation of the initial
Business Combination, as amended by the Fifth Eternal Loan Amendment. As of JuneSeptember 30,
2025 and December 31, 2024, the outstanding
balance of the Fifth Eternal Loan was $500,000 and $500,000, respectively, and no interest
was accrued.
On November 1, 2023,
we entered into a loan agreement with Eternal
in the principal amount of up to $335,000 on an unsecured basis and bearing no interest.
The Sixth Eternal Loan was available to be drawn
down from November 1, 2023. The maturity date is December 31, 2025, or if earlier,
the date of the consummation of the initial Business
Combination, as amended by the Sixth Eternal Loan Amendment. In the event we do not
repay the Sixth Eternal Loan within 10 days of the
consummation of the initial Business Combination of us, we will pay an interest of
five percent (5%) per month to Eternal until the date
of repayment of the Sixth Eternal Loan. As of JuneSeptember 30, 2025 and December 31,
2024, we borrowed an additional $0 and $0, respectively,
beyond the initial terms of the Sixth Eternal Loan. As of JuneSeptember 30, 2025
and December 31, 2024, the outstanding balance of the
Sixth Eternal Loan was $335,000 and $335,000, respectively, and no interest
was accrued.
On August 5, 2024, we
entered into a loan agreement with Eternal
for a loan facility in the principal amount of up to $1,500,000, on an unsecured basis and
bearing no interest. The Seventh Eternal Loan
was available for drawdown in unlimited number of installments in the period from August 3,
2024 to JuneSeptember 30, 2025. The final
repayment date is December 31, 2025 or, if earlier, the date of the consummation of the initial
Business Combination. As of JuneSeptember 30,
2025, we borrowed an additional $268,460, beyond the initial terms of the Seventh Eternal Loan.
As of JuneSeptember 30, 2025 and December 31,
2024, the outstanding balance of the Seventh Eternal Loan was $1,768,460 and $1,718,460,
respectively and no interest was accrued.
On November 1, 2024, we entered
into a loan agreement with Gluon Renewable Energies for a loan of $20,000 to assist with short term cash demands. We agreed to repay the
principal amount of $20,000, plus $1 interest, on or before February 28, 2025. The repayment deadline was subsequently extended to December
31, 2025. As of JuneSeptember 30, 2025, the balance was $20,000.
From May 16, 2025 to
June 16, 2025, Gluon Renewable Energies Limited made payments totaling $365,017 on behalf of the Company. These payments include,
but are not limited to, the $50,000 deposits, made in arrears, for the March 2, 2025 and April 2, 2025 period, as required
under the 2024 Extension Note. Other disbursements were for late vendor invoices and the insurance renewal. As of JuneSeptember 30, 2025,
the outstanding balance of the loan from Gluon Renewable Energies Limited was $385,017$330,153 and $1 of interest was accrued.
Promissory NoteNotes
On May 2, 2023, we issued
the 2023 Extension Note in the aggregate principal amount of $900,000 to the Sponsor, which was deposited into the Trust Account in monthly
installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension. The Sponsor agreed to pay
$75,000 per month until the completion of an initial Business Combination, commencing on May 2, 2023 and continuing through May 2,
2024 (or such earlier date as determined by our Board of Directors in its sole discretion). The 2023 Extension Note bears no interest
and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of
our liquidation. Per the 2023 Extension Note, as amended, if we do not repay the 2023 Extension Note within five days of the maturity
date, five percent (5%) interest per month will accrue on the unpaid principal balance until the 2023 Extension Note is fully repaid.
At any time prior to the payment in full of the principal balance of the convertible promissory note, the Sponsor may elect to convert
all or any portion of the unpaid principal balance into that number of Conversion Warrants at a conversion price of $1.00 per Conversion
Warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by us at the Initial Public Offering. We
have determined that the fair value of the 2023 Extension Note is par value. As of JuneSeptember 30, 2025 and December 31, 2024, the
outstanding balance of the 2023 Extension Note was $900,000 and $900,000, respectively, and no interest was accrued.
On April 30, 2024, we issued
the 2024 Extension Note in the aggregate principal amount of $600,000 to the Sponsor, which was deposited into the Trust Account in monthly
installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension. The Sponsor agreed to pay
$50,000 per month that the Board of Directors decides to take to complete an initial Business Combination, commencing on May 2, 2024
and continuing through May 2, 2025 (or such earlier date as determined by our Board of Directors in its sole discretion). The 2024
Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business
Combination, and (b) the date of our liquidation. At any time prior to the payment in full of the principal balance of the convertible
promissory note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of Conversion Warrants
at a conversion price of $1.00 per Conversion Warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued
by us at the Initial Public Offering. We have determined that the fair value of the 2024 Extension Note is par value. As of JuneSeptember
30, 30,
2025 and December 31, 2024, the outstanding balance of the 2024 Extension Note was $500,000$600,000 and $400,000, respectively, and no
interest interest
was accrued.
On June 20, 2025, we
issued the 2025 Extension Note in the aggregate principal amount of $107,623 to the Sponsor, which will be deposited into the Trust Account
in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2025 Extension. The Sponsor
agreed to pay $0.04 per unredeemed share per month that the Board of Directors decides to take to complete an initial Business Combination,
commencing on May 2, 2025 and continuing through November 2, 2025 (or such earlier date as determined by our Board of Directors in its
sole discretion). The 2025 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation
of the initial Business Combination, and (b) the date of our liquidation. As of SeptemberOctober 25,28, 2025, one monthly installment of the 2025
Extension Note had been paid,paid ($17,937), and fourfive monthly installments of approximately $71,748$89,686 (not including applicable interest) remained
outstanding outstanding
and still need to be deposited into the Trust Account to support the 2025 Extension.
As of JuneSeptember 30, 2025, we
we had a cash balance of $3,909$6,194 and a working capital deficit of $6,892,611.$7.5 million. We have incurred and expect to continue to incur significant
costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going
concern one year from the issuance date of the unaudited consolidated financial statements contained elsewhere in this Report. Prior to
consummation of a Business Combination, we have the ability to secure additional funding from the Sponsor or other related parties. There
is no assurance that our plans to consummate a Business Combination will be successful by November 2, 2025. The unaudited consolidated
financial statements contained elsewhere in this Report do not include any adjustment that might result from the outcome of this uncertainty.
On May 31, 2022, we entered
into an agreement (the “EGS Agreement”) with Ellenoff, Grossman & Schole LLP (“EGS”) to (x) act as U.S. securities
council to us in connection with pending acquisition targets for us to acquire consistent with our Initial Public Offering and (y) assist
in U.S. securities work related to the initial Business Combination. The fee structure for this agreement is as follows: (i) an upfront
retainer of $37,500, (ii) billing on an hourly basis for time, (iii) each month fifty percent (50%) of the amount billed shall be due
and owing, (iv) the remaining fifty percent (50%) not paid, on a monthly basis, will be deferred until the closing of the initial Business
Combination and will be paid with a twenty percent (20%) premium. As of JuneSeptember 30, 2025,2025 and December 31, 2024, the total outstanding
billed amount for services provided by EGS iswas $999,985$1,025,267 and $932,285 respectively of which $499,993$512,633 and $466,143 (50% of the outstanding
balance), respectively,
is considered outstanding per the terms of the EGS Agreement and is included in accrued liabilities on the consolidated balance
sheet sheet
of the unaudited consolidated financial statements contained elsewhere in this Report. As the initial Business Combination cannot be deemed
probable as of June
September 30, 2025 and December 31, 2024, respectively, and payment of the deferred portion of the outstanding balance
is contingent upon
a successful initial Business Combination, no amount was accrued for the deferred portion of the outstanding amount
or the premium.
On May 20, 2024, the Sponsor
entered into a series of securities transfer agreements, pursuant to which membership interests of the Sponsor correspond to a total of
60,300 Founder Shares were transferred to certain directors and officers of the Company. These membership interests remain unvested as
of JuneSeptember 30, 2025 as they will vest only upon completion of the business combination.
On April 2, 2025, the Sponsor
entered into a securities transfer agreement
pursuant to which membership interests of the Sponsor correspond to 10,000 Founder Shares
were transferred to a certain officer of the
Company. These membership interests remain unvested as of JuneSeptember 30, 2025 as they will
vest only upon completion of the business combination.
On September 21, 2022,
we entered into a loan agreement with Eternal
in the principal amount of up to $180,000, on an unsecured basis and bearing no interest.
The Second Eternal Loan was available to be
drawn down from September 21, 2022 to March 31, 2023 and its maturity date is December
31, 2025, or if earlier, the date of
the consummation of the initial Business Combination, as amended by the Second Eternal Loan Amendment.
As of JuneSeptember 30, 2025 and December 31,
2024, the outstanding balance of the Second Eternal Loan was $170,603 and no interest was
accrued.
Additionally, on November 12,
2022, we entered into a loan agreement
with Eternal in the principal amount of up to $300,000, on an unsecured basis and bearing no interest.
The Third Eternal Loan was available
to be drawn down from November 12, 2022 to March 31, 2023. The maturity date is December
31, 2025 or, if earlier, the date of
the consummation of the initial Business Combination, as amended by the Third Eternal Loan Amendment.
As of JuneSeptember 30, 2025 and December 31,
2024, the outstanding balance of the Third Eternal Loan was $300,000 and no interest was
accrued.
On January 29, 2023,
we entered into a loan agreement with Eternal
in the principal amount of up to $50,000, on an unsecured basis and bearing no interest.
The Fourth Eternal Loan was available to be drawn
down from January 29, 2023 to March 31, 2023 and its maturity date is the
earlier of December 31, 2025 or the date of the consummation
of the initial Business Combination, as amended by the Fourth Eternal Loan
Amendment. As of JuneSeptember 30, 2025 and December 31, 2024,
the outstanding balance of the Fourth Eternal Loan was $50,000 and no
interest was accrued.
On April 12, 2023, we
entered into a loan agreement with Eternal
for a loan facility in the principal amount of up to $500,000, on an unsecured basis and bearing
no interest. The Fifth Eternal Loan was
available to be drawn down in four installments: $150,000 on April 12, 2023, $125,000 on
May 3, 2023, $125,000 on June 3,
2023, and $100,000 on July 3, 2023. The maturity date is December 31, 2025, or if earlier,
the date of the consummation of the initial
Business Combination, as amended by the Fifth Eternal Loan Amendment. As of JuneSeptember 30,
2025 and December 31, 2024, the outstanding
balance of the Fifth Eternal Loan was $500,000 and $500,000, respectively, and no interest
was accrued.
On November 1, 2023,
we entered into a loan agreement with Eternal
in the principal amount of up to $335,000 on an unsecured basis and bearing no interest.
The Sixth Eternal Loan was available to be drawn
down from November 1, 2023. The maturity date is December 31, 2025, or if earlier,
the date of the consummation of the initial Business
Combination, as amended by the Sixth Eternal Loan Amendment. In the event we do not
repay the Sixth Eternal Loan within 10 days of the
consummation of the initial Business Combination of us, we will pay an interest of
five percent (5%) per month to Eternal until the date
of repayment of the Sixth Eternal Loan. As of JuneSeptember 30, 2025 and December 31,
2024, the outstanding balance of the Sixth Eternal
Loan was $335,000 and $335,000, respectively, and no interest was accrued.
On August 5, 2024, we
entered into a loan agreement with Eternal
for a loan facility in the principal amount of up to $1,500,000, on an unsecured basis and
bearing no interest. The Seventh Eternal Loan
was available for drawdown in unlimited number of installments in the period from August 3,
2024 to JuneSeptember 30, 2025. The final
repayment date is December 31, 2025 or, if earlier, the date of the consummation of the initial
Business Combination. As of JuneSeptember 30,
2025, we borrowed an additional $268,460, beyond the initial terms of the Seventh Eternal Loan.
As of JuneSeptember 30, 2025 and December 31,
2024, the outstanding balance of the Seventh Eternal Loan was $1,768,460 and $1,718,460,
respectively and no interest was accrued.
On November 1, 2024, we entered
into a loan agreement with Gluon Renewable Energies Limited for a loan of $20,000 to assist with short term cash demands. We agreed to
repay the principal amount of $20,000, plus $1 interest, on or before February 28, 2025. The repayment deadline was subsequently extended
to December 31, 2025. As of JuneSeptember 30, 2025, the balance was $20,000.
From May 16, 2025 to
June 16, 2025, Gluon Renewable Energies Limited made payments totaling $365,017 on behalf of the Company. These payments include,
but are not limited to, the $50,000 deposits, made in arrears, for the March 2, 2025 and April 2, 2025 period, as required
under the 2024 Extension Note. Other disbursements were for late vendor invoices and the insurance renewal. As of JuneSeptember 30, 2025,
the outstanding balance of the loan from Gluon Renewable Energies Limited was $385,017$330,153 and $1 of interest was accrued.
Promissory NoteNotes
On May 2, 2023, we issued
the 2023 Extension Note in the aggregate principal amount of $900,000 to the Sponsor, which was deposited into the Trust Account in monthly
installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension. The Sponsor agreed to pay
$75,000 per month until the completion of an initial Business Combination, commencing on May 2, 2023 and continuing through May 2,
2024 (or such earlier date as determined by our Board of Directors in its sole discretion). The 2023 Extension Note bears no interest
and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of
our liquidation. Per the 2023 Extension Note, as amended, if we do not repay the 2023 Extension Note within five days of the maturity
date, five percent (5%) interest per month will accrue on the unpaid principal balance until the 2023 Extension Note is fully repaid.
At any time prior to the payment in full of the principal balance of the convertible promissory note, the Sponsor may elect to convert
all or any portion of the unpaid principal balance into that number of Conversion Warrants at a conversion price of $1.00 per Conversion
Warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by us at the Initial Public Offering. We
have determined that the fair value of the 2023 Extension Note is par value. As of JuneSeptember 30, 2025 and December 31, 2024, the
outstanding balance of the 2023 Extension Note was $900,000 and $900,000, respectively, and no interest was accrued.
On April 30, 2024, we issued
the 2024 Extension Note in the aggregate principal amount of $600,000 to the Sponsor, which was deposited into the Trust Account in monthly
installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension. The Sponsor agreed to pay
$50,000 per month that the Board of Directors decides to take to complete an initial Business Combination, commencing on May 2, 2024
and continuing through May 2, 2025 (or such earlier date as determined by our Board of Directors in its sole discretion). The 2024
Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business
Combination, and (b) the date of our liquidation. At any time prior to the payment in full of the principal balance of the convertible
promissory note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of Conversion Warrants
at a conversion price of $1.00 per Conversion Warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued
by us at the Initial Public Offering. We have determined that the fair value of the 2024 Extension Note is par value. As of JuneSeptember
30, 30,
2025 and December 31, 2024, the outstanding balance of the 2024 Extension Note was $500,000$600,000 and $400,000, respectively, and no
interest interest
was accrued. As of JuneSeptember 30, 2025, the March and April extension payments totaling $100,000 were not paid by the Sponsor.
We deposited
the March and April extension payments totaling $100,000 into the Trust Account using proceeds from the loan from Gluon Renewable
Energies Energies
Limited.
On June 20, 2025, we
issued the 2025 Extension Note in the aggregate principal amount of $107,623 to the Sponsor, which will be deposited into the Trust Account
in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2025 Extension. The Sponsor
agreed to pay $0.04 per unredeemed share per month that the Board of Directors decides to take to complete an initial Business Combination,
commencing on May 2, 2025 and continuing through November 2, 2025 (or such earlier date as determined by our Board of Directors in its
sole discretion). The 2025 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation
of the initial Business Combination, and (b) the date of our liquidation. As of SeptemberOctober 25,28, 2025, one monthly installment of the 2025
Extension Note had been paid,paid ($17,937), and fourfive monthly installments of approximately $71,748$89,686 (not including applicable interest) remained
outstanding outstanding
and still need to be deposited into the Trust Account to support the 2025 Extension.
We entered into the Administrative
Services Agreement with the Sponsor on April 27, 2022, pursuant to which the Sponsor performed certain services for us for a monthly fee
of $10,000. On May 2, 2022, the Sponsor entered into an assignment agreement with Gluon Group, an affiliate of our Company, to provide
the services detailed in the Administrative Service Agreement. Per Regnarsson, our Chief Executive Officer and a director, is the Managing
Partner of Gluon. As of JuneSeptember 30, 2025 and December 31, 2024, $45,186 and $39,187 has been paid to Gluon Group for such services
and an additional $358,942$388,941 and $304,941, respectively, has been accrued.
The
Company complies with
accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” In order to determine
the net loss attributable
to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed loss
allocable to both the redeemable
shares and non-redeemable shares and the undistributed loss is calculated using the total net loss less
interest income in Trust Account
less any dividends paid. We then allocated the undistributed loss ratably based on the weighted average
number of shares outstanding between
the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value
of the ordinary shares subject to possible
redemption was considered to be dividends paid to the public shareholders. At JuneSeptember 30,
2025 and 2024, the Company did not have any
outstanding dilutive securities and other contracts that
could, potentially, be exercised or converted into ordinary shares and then share in the
earnings of the Company. As a result, diluted
loss per share is the same as basic loss per share for the periods presented.
CLRCF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding CLRCF (13F)
None of the 59 investors we track reported a position in their latest 13F.