v3.26.3
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the consolidated balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up through the date the Company issued the consolidated financial statements. Management did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited consolidated financial statements, except as follows:

 

 

On May 1, 2026, the Company held the 2026 EGM and approved, among other things, an amendment to the amended and restated memorandum and articles of association to (i) extend the Combination Period from May 2, 2026 to November 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 its operations on, or on an earlier date than November 2, 2026. In connection with the 2026 EGM, Public Shareholders holding 4,543 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 $60,000 (approximately $13.19 per Public Share) was removed from the Trust Account to pay such Public Shareholders.

 

On August 10, 2026, the Company, Eternal and Gluon agreed to extend the repayment date for the various related party loans to December 31, 2026.

 

On October 1, 2026, the Company and GreenRock entered into loan agreements effective on November 20, 2025 and July 1, 2026 in respect of related party loans from GreenRock to the Company. The terms of the initial loan, effective November 20, 2025, were interest free but repayable on demand. The terms of the second loan, effective July 1, 2026, reflect GreenRock’s own cost of funding: the annual interest rate is 10% and the loan has an original issue discount of 20%. It is repayable on December 17, 2026 (or earlier in certain circumstances).

 

On July 7, 2026, Niels Brix notified the Board of his resignation as a director of the Company, effective on that date.

 

On October 15, 2026, the Company filed a definitive proxy to shareholders giving notice of an extraordinary general meeting, scheduled for October 29, 2026, to consider and vote on proposals including one to extend the date by which the Company must consummate a business combination with one or more businesses from November 2, 2026 to May 2, 2027 or such earlier date as determined by the Board in its sole discretion.

 

On October 19, 2026, ClimateRock, GreenRock, Holdings, SPAC Merger Sub, and Company Merger Sub amended the GreenRock Business Combination Agreement, pursuant to which the GreenRock Business Combination Agreement was amended to, among other things (i) remove the contemplated acquisition of TEP Renewables Limited as a closing condition, (ii) remove the earnout escrow, and (iii) extend the Outside Date under the GreenRock Business Combination Agreement from May 2, 2025, to March 31, 2027.