ClimateRock filed an Amendment No. 1 on Form 8-K/A with the SEC on October 28, 2026, reporting a October 19, 2026 amendment to its merger agreement with GreenRock Corp that revised key deal terms, including an increase in closing share consideration and an extended outside date.

Key Highlights

  • Closing share consideration raised: The amendment clarified that closing share consideration increased from 28,000,000 ordinary shares of Holdings to 32,000,000 ordinary shares of Holdings, while the aggregate merger consideration remains unchanged.
  • Earnout escrow removed: The Amendment to the Merger Agreement eliminated the previously contemplated earnout escrow from the deal structure.
  • TEP Renewables condition removed: The contemplated acquisition of TEP Renewables Limited was removed as a closing condition under the amended terms.
  • Outside date extended: The outside date under the Merger Agreement was extended from May 2, 2025, to March 31, 2027.
  • Emerging growth company status: ClimateRock, a Cayman Islands exempted company, is designated as an emerging growth company under applicable securities laws.
  • No securities registered: According to the filing, securities registered pursuant to Section 12(b) of the Act are listed as "None."

ClimateRock and GreenRock Revise Business Combination Structure in October 2026

ClimateRock, a Cayman Islands exempted company headquartered at 25 Bedford Square, London, filed this amendment to clarify and update the terms of its proposed Business Combination with GreenRock Corp. The original Amended and Restated Agreement and Plan of Merger was entered into on March 21, 2025, and involved multiple Cayman Islands entities, including ClimateRock Holdings Limited and two merger subsidiaries.

According to the filing, the October 19, 2026 Amendment to the Merger Agreement made four principal changes. First, the contemplated acquisition of TEP Renewables Limited was removed as a closing condition. Second, the earnout escrow was eliminated. Third, the filing clarified that the closing share consideration for Holdings ordinary shares increased from 28,000,000 to 32,000,000, reflecting the removal of shares previously subject to the earnout escrow, with the aggregate merger consideration described as remaining unchanged. Fourth, the outside date was extended to March 31, 2027.

The filing noted that this amendment was being made to correct and clarify the exhibit filed with the initial Form 8-K submitted on October 20, 2026, stating that "except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K." The filing also indicated that Holdings has filed a registration statement and proxy statement on Form F-4 with the SEC in connection with the proposed transaction. The filing contains forward-looking statements, which ClimateRock identified as subject to risks and uncertainties, including the risk that the Business Combination may not be completed in a timely manner or at all.

What Was Disclosed

ClimateRock filed Amendment No. 1 to its Form 8-K to clarify merger agreement changes dated October 19, 2026, covering a revised share count of 32,000,000 Holdings ordinary shares, removal of the earnout escrow, removal of the TEP Renewables closing condition, and an extended outside date of March 31, 2027.