ClimateRock filed an amended current report on October 28, 2026, revising its previously disclosed merger agreement with GreenRock Corp to clarify changes in share consideration, remove certain closing conditions, and extend the outside date to March 31, 2027.

Key Highlights

  • Amendment date: The Merger Agreement was amended on October 19, 2026, by ClimateRock, GreenRock Corp, Holdings, SPAC Merger Sub, and Company Merger Sub.
  • Share consideration increased: Closing share consideration rose from 28,000,000 ordinary shares of Holdings to 32,000,000 ordinary shares of Holdings, with aggregate merger consideration stated as unchanged.
  • TEP Renewables condition removed: The contemplated acquisition of TEP Renewables Limited was removed as a closing condition under the amended Merger Agreement.
  • Earnout escrow eliminated: The earnout escrow was removed, with the amendment clarifying that the increased share count reflects reallocation of those previously escrowed shares.
  • Outside date extended: The outside date under the Merger Agreement was extended from May 2, 2025, to March 31, 2027.
  • Emerging growth company: ClimateRock is identified in the filing as an emerging growth company incorporated in the Cayman Islands, with its principal offices located in London, United Kingdom.

ClimateRock and GreenRock Revise Business Combination Structure

According to the filing, ClimateRock, a Cayman Islands exempted company and special purpose acquisition company focused on the climate and clean energy sector, entered into the original Amended and Restated Agreement and Plan of Merger with GreenRock Corp on March 21, 2025. The transaction involves four entities: ClimateRock Holdings Limited, ClimateRock Merger Sub Limited, and GreenRock Merger Sub Corp., all organized as Cayman Islands exempted companies, alongside the two primary parties.

The October 19, 2026 amendment, as described in this filing, made four principal changes to the existing Merger Agreement. The filing states that closing share consideration was increased from 28,000,000 to 32,000,000 ordinary shares of Holdings upon removal of the earnout escrow, but that "the aggregate merger consideration remains unchanged." The amendment also removed the previously required acquisition of TEP Renewables Limited as a closing condition, a step that the filing characterizes as among the modifications made to facilitate the Business Combination.

The filing notes that this amended current report was filed to reflect "certain clarifications" to the Amendment to the Merger Agreement regarding the aggregate merger consideration, and that no other modifications were made to the information contained in the initial current report filed on October 20, 2026. Holdings had previously filed a registration statement and proxy statement on Form F-4 with the Securities and Exchange Commission in connection with the proposed Business Combination. The filing indicates that the forward-looking statements it contains are the company's own and are subject to its cautionary language, including risks that the Business Combination may not be completed on time or at all.

What Was Disclosed

ClimateRock filed this amended current report to clarify merger agreement terms with GreenRock Corp, specifically addressing share consideration, the removal of TEP Renewables as a closing condition, the elimination of the earnout escrow, and an extended outside date of March 31, 2027.