CLRCU ClimateRock

CLIMATEROCK

50 SLOANE AVENUE
LONDON, SW3 3DD, UNITED KINGDOM
TELEPHONE: + 44 20 395 40 500

TABLE OF CONTENTS

CLIMATEROCK PROXY STATEMENT
FOR AN EXTRAORDINARY GENERAL MEETING
To be held at [    ] Eastern Time on [    ], 2023

The information provided in the Questions and Answers below are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

QUESTIONS AND ANSWERS

Why am I receiving this proxy statement?

This proxy statement of ClimateRock (“ClimateRock,” the “Company,” “we” or similar terminology) and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the Meeting, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Meeting.

We are a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (our “initial business combination”). Our sponsor is U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor”). On May 2, 2022, we consummated our initial public offering of 7,875,000 units, and a concurrent private placement (the “Private Placement”) of 3,762,500 warrants (the “Private Placement Warrants”), from which it derived gross proceeds in the aggregate of $82,512,500. On March 31, 2023, the Sponsor elected to convert on a one-for-one basis 1,968,749 Class B ordinary shares that were issued prior to our IPO into 1,968,749 Class A ordinary  shares (the “Founder Conversion”), and following the Founder Conversion, our Sponsor owns 1 Class B ordinary share. The 1,968,749 Class A ordinary shares issued to our Sponsor in connection with the Founder Conversion, along with the 1 Class B ordinary share held by our Sponsor are collectively referred to herein as the “Founder Shares”. The Founder Shares following the Founder Conversion are subject to the same restrictions as the Class B ordinary shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our IPO. The Founder Shares are entitled to registration rights.

Like most blank check companies, our M&A provides for the return of the funds held in trust to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date. In our case, such certain date is May 2, 2023, subject to the Sponsor effecting a Paid Extension (the “business combination period”).

If the M&A Amendment Proposals (which are conditioned on each other) are approved and implemented, the business combination period will be extended as far as May 2, 2024 (or such earlier date as determined by the Board, in its sole discretion). If these proposals are approved and implemented, our Board may elect, in its sole discretion, to wind up our operations on any date following the adoption of the M&A Amendments, in which case we will liquidate the Trust Account to redeem all public shares and thereafter liquidate and dissolve in accordance with law. If the M&A Amendments are not implemented, any extension past May 2, 2023 will require our Sponsor to contribute $787,500 for each Paid Extension period. Our Board believes that it is in the best interests of the shareholders to both continue the Company’s existence as currently permitted under our M&A until the expiration of the Extension Period and to enable the Company to liquidate the Trust Account and dissolve in accordance with law and to redeem all public shares on a following the adoption of the M&A Amendments at any time before or after the current Termination Date, and prior to the end of the Extension Period. Therefore, the Board is submitting the proposals described in this proxy statement for the shareholders to vote upon.

ClimateRock will hold a separate general meeting of its shareholders to approve the Business Combination (the “Business Combination Special Meeting”). If ClimateRock does not implement the Extension, it will not redeem any Public Shares submitted for redemption solely in connection with the Meeting (but will redeem all Public Shares submitted for redemption in connection with the Business Combination Special Meeting).

ClimateRock believes that it is in the best interests of ClimateRock’s shareholders to continue ClimateRock’s existence until the Extended Date in order to allow ClimateRock additional time to complete the Business Combination and is therefore holding this Meeting.

What is being voted on?

You are being asked to vote on the following proposals:

(i) Proposal 1 — A proposal to amend by special resolution (the “Extension Amendment”) the Company’s amended and restated memorandum and articles of association (the “M&A”) in the form set forth in Annex A to this proxy statement to extend the date by which the Company would be required to consummate a business combination (the “Extension”) from November 2, 2023 (assuming the Sponsor effects the Paid Extensions) (the “Termination Date”) to May 2, 2024 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “Extended Date”) (such period, the “Extension Period” and such proposal, the “Extension Amendment Proposal”);

(ii) Proposal 2 — A proposal to amend by special resolution (the “Liquidation Amendment”, and together with the Extension Amendment, the “M&A Amendments”) in the form set forth in Annex A to this proxy statement to permit our Board, 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) (the “Liquidation Amendment Proposal”); and

(iii) Proposal 3 —  A proposal to approve by ordinary resolution the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”).

Why is the Company proposing the M&A Amendment Proposals?

The Company’s IPO prospectus and M&A provided that the Company initially has until May 2, 2023 (the date which is 12 months after the consummation of the IPO) to complete the initial business combination, subject to up to two three-month extensions (for a total of up to 18 months to complete a business combination), upon the request of the Sponsor and subject to the Sponsor depositing additional funds into the Company’s Trust Account. If the M&A Amendment Proposals (which are conditioned on each other) are approved and implemented, the business combination period will be extended as far as May 2, 2024 (or such earlier date as determined by the Company’s board of directors in its sole discretion). If these proposals are approved and implemented, our Board may elect, in its sole discretion, to wind up our operations on any date following the adoption of the M&A Amendments, in which case we will liquidate the Trust Account to redeem all Public Shares and thereafter liquidate and dissolve in accordance with law. Our Board believes that it is in the best interests of our shareholders to provide for the Extension and incremental flexibility The purpose of the M&A Amendment Proposals and, if necessary, the Adjournment Proposal, is to allow ClimateRock additional time to complete the Business Combination pursuant to the Business Combination Agreement, if needed.

While ClimateRock is using its best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, ClimateRock will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that ClimateRock might not, despite its best efforts, be able to complete the Business Combination or another initial business combination on or before the Termination Date. If that were to occur, ClimateRock would be precluded from completing the Business Combination or another initial business combination and would be forced to liquidate even if ClimateRock’s shareholders are otherwise in favor of consummating such transaction.

Therefore, the Board has determined that it is in the best interests of ClimateRock’s shareholders to extend the date by which ClimateRock has to consummate the Business Combination to the Extended Date in order that ClimateRock’s shareholders have the opportunity to participate in its future investment, as well as to enable the Board to liquidate the Trust Account to redeem all public shares on a specified date following the adoption of the amended M&A and prior to the end of the Extension Period (including a date prior to May 2, 2023).

If the M&A Amendment Proposals are approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of shareholder approval of the Business Combination), ClimateRock intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date. The Board will have the flexibility to liquidate the Trust Account to redeem all public shares on a specified date following the adoption of the M&A Amendments at any time before or after the current Termination Date, and prior to the end of the Extension Period. Notwithstanding shareholder approval of the M&A Amendments, our Board will retain the right to abandon and not implement the M&A Amendments at any time before the implementation thereof without any further action by our shareholders.

The Board believes that given ClimateRock’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that ClimateRock is in the best position possible to consummate the Business Combination and that it is in the best interests of ClimateRock’s shareholders that ClimateRock obtain the Extension if needed. ClimateRock believes the Business Combination will provide significant benefits to its shareholders. For more information about the Business Combination, see the Business Combination 8-K and the Business Combination Registration Statement.

You are not being asked to vote on the Business Combination at the Meeting. The vote by ClimateRock shareholders on the Business Combination will occur at the separate Business Combination Meeting of ClimateRock shareholders and the solicitation of proxies from ClimateRock shareholders in connection with such separate Business Combination Meeting, and the related right of ClimateRock shareholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the M&A Amendment Proposals), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event either the Business Combination is completed or the M&A Amendments are implemented, you should elect to “redeem” your Public Shares in connection with either the Meeting or the Business Combination Meeting.

As contemplated by our existing M&A and Trust Agreement, we may, if requested by our Sponsor, extend the period of time by an additional two three-month periods (for a total of up to 18 months), subject to the Sponsor depositing into the Trust Account, upon five days’ advance notice prior to the deadline, $787,500 ($0.10 per share) for such three-month period (the “Paid Extension”).

If the M&A Amendment Proposals are not approved by ClimateRock’s shareholders, ClimateRock may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. In the event the M&A Amendment Proposals are not approved at the adjourned meeting and the Sponsor does not elect to fund a Paid Extension, and the Business Combination is not completed on or before May 2, 2023, the Company will dissolve and liquidate in accordance with its M&A.

Why should I vote “FOR” the Extension Amendment Proposal and the Liquidation Amendment Proposal?

Our Board believes shareholders will benefit from the Company consummating the Business Combination and is proposing the Extension Amendment Proposal to extend the date by which the Company must complete an initial business combination to the expiration of the Extension Period. The Extension would give the Company additional time to complete the Business Combination. Our Board also believes that shareholders will benefit from enabling the Board to liquidate the Trust Account to redeem all public shares on a specified date following the adoption of the M&A Amendments and prior to the end of the Extension Period (including a date prior to May 2, 2023), after taking into account various factors, including, but not limited to, the prospect of negotiating and consummating a business combination prior to the end of the Extension Period. Your vote in favor of the Extension Amendment Proposal and the Liquidation Amendment Proposal are required for the Company to implement the Extension Amendment and the Liquidation Amendment.

The Board believes that it is in the best interests of the Company’s shareholders that the Extension be obtained so that, in the event the Business Combination is not able to be consummated on or before the Termination Date, ClimateRock will have additional time to consummate the Business Combination. Without the Extension, the Board believes that there is significant risk that ClimateRock might not, despite its best efforts, be able to complete the Business Combination or another initial business combination on or before the Termination Date. If that were to occur, ClimateRock would be precluded from completing the Business Combination or another initial business combination and would be forced to liquidate even if ClimateRock’s shareholders are otherwise in favor of consummating such transaction.

The Board believes that given ClimateRock’s expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination. For more information about the Business Combination, see the Business Combination 8-K and the Business Combination Registration Statement.

The Company’s M&A currently provides that if the Company’s shareholders approve an amendment to the Company’s M&A that would affect the substance or timing of the Company’s obligation to redeem public shares if the Company does not complete its initial business combination before May 2, 2023 (subject to any Paid Extension), the Company will provide holders of its Public Shares (“public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon such approval (the election for such a redemption, the “Election”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (including accrued interest and less taxes paid or payable), divided by the number of then issued and outstanding Public Shares. The Company believes that this M&A provision was included to protect the Company’s shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination during the business combination period. If you do not elect to redeem your Public Shares, you will retain the right to vote on any proposed initial business combination in the future and the right to redeem Public Shares in connection with such initial business combination.

If the M&A Amendments are approved, the Board will have the flexibility to liquidate the Trust Account to redeem all public shares on a specified date following the adoption of the M&A Amendments at any time before or after May 2, 2023, and prior to the end of the Extension Period.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if, and to the extent, any claims by a third party for services rendered or products sold to us or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share is then held in the Trust Account due to reductions in the value of the trust assets (including accrued interest and less taxes paid or payable) except as to any claims by a third party or a prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

Our Board recommends that you vote in favor of the Extension Amendment Proposal and the Liquidation Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares. Public shareholders may elect to redeem their Public Shares regardless of whether or how they vote on the proposals at the Meeting; however, redemption payments for Elections in connection with this Meeting will only be made if the M&A Amendment Proposals receive the requisite shareholder approvals.

Why should I vote “FOR” the Adjournment Proposal?

If the Adjournment Proposal is not approved by ClimateRock’s shareholders, the Board may not be able to adjourn the Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.

How do the Company insiders intend to vote their shares?

The Sponsor and all of the Company’s directors and officers and their respective affiliates are expected to vote any Ordinary Shares over which they have voting control (including any Public Shares owned by them) in favor of the proposals.

The Sponsor and all of the Company’s directors and officers have entered into a letter agreement with us pursuant to which they have agreed to vote any shares owned by them in favor of any proposed initial business combination and to waive their redemption rights with respect to their ordinary shares in connection with the completion of our initial business combination or (ii) a shareholder vote to approve an amendment to the M&A (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the applicable time frame or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. The initial shareholders are not entitled to redeem their Class B Ordinary Shares.

On the record date, the Sponsor and the Company’s directors and officers beneficially owned and were entitled to vote 1 Class B Ordinary Share and 1,968,749 Class A ordinary shares, which in the aggregate represents approximately 19.8% of the Company’s issued and outstanding Ordinary Shares. On March 31, 2023, the Sponsor elected to convert on a one-for-one basis 1,968,749 Class B ordinary shares that were issued prior to our IPO into 1,968,749 Class A ordinary  shares (the “Founder Conversion”), and following the Founder Conversion, our Sponsor owns 1 Class B ordinary share. The 1,968,749 Class A ordinary shares issued to our Sponsor in connection with the Founder Conversion, along with the 1 Class B ordinary share held by our Sponsor are collectively referred to herein as the “Founder Shares”. The Founder Shares following the Founder Conversion are subject to the same restrictions as the Class B ordinary shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our IPO. The Founder Shares are entitled to registration rights.

Does the Board recommend voting for the approval of the proposals?

Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the proposals are in the best interests of the Company and its shareholders. The Board unanimously recommends that shareholders vote “FOR” each of the Extension Amendment Proposal and the Liquidation Amendment Proposal.

What vote is required to adopt the Extension Amendment Proposal and the Liquidation Amendment Proposal?

Approval of each of the Extension Amendment Proposal and the Liquidation Amendment Proposal will require the affirmative vote of at least two-thirds of the votes cast by shareholders represented at the Meeting and, who, being entitled to do so, vote in person or by proxy thereon.

Our Board will abandon the M&A Amendments if our shareholders do not approve the Extension Amendment Proposal and the Liquidation Amendment Proposal.

What happens if I sell my Ordinary Shares or units of the Company before the Meeting?

The [    ], 2023 record date is earlier than the date of the Meeting. If you transfer your Public Shares after the record date but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. If you transfer your Ordinary Shares prior to the record date, you will have no right to vote those shares at the Meeting.

Will you seek any further extensions to liquidate the Trust Account?

Other than the Extension, until the expiration of the Extension Period as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate the Business Combination.

If the Extension Amendment Proposal and the Liquidation Amendment Proposal are approved, what happens next?

If the Extension Amendment Proposal and the Liquidation Amendment Proposal are approved, ClimateRock will continue to attempt to consummate the Business Combination (or, if the Business Combination is not consummated, another initial business combination) until the Extended Date. The Board will procure that the special resolutions approving the Extension Amendment and the Liquidation Amendment is filed with the Registrar of Companies of the Cayman Islands in the form that appears in Annex A hereto within fifteen days of the passing of such special resolutions and will continue its efforts to obtain approval of the Business Combination at an extraordinary general meeting and consummate the closing of the Business Combination on or before the Extended Date.

If the M&A Amendments are approved and implemented, the Board will have the flexibility to liquidate the Trust Account to redeem all Public Shares on a specified date following the adoption of the M&A Amendments at any time before or after May 2, 2023, and prior to the end of the Extension Period. If the M&A Amendments are implemented, the M&A Amendments will remove the provisions of the M&A providing for the ability of the Sponsor to fund a Paid Extension, and any extensions will be governed by the M&A, as amended by the M&A Amendments. Notwithstanding shareholder approval of the M&A Amendments, our Board will retain the right to abandon and not implement the M&A Amendments at any time before the implementation thereof without any further action by our shareholders.

Additionally, if the M&A Amendments are implemented, the Sponsor has agreed to contribute to us as a loan of $75,000 for each calendar month (commencing on May 2, 2023 and ending on the 1^st day of each subsequent month), or portion thereof, that is needed by ClimateRock to complete an initial business combination from May 2, 2023 until the Extended Date (each, a “Contribution” and the Contributions, collectively, the “Extension Loan”). For example, if ClimateRock takes until May 2, 2024 to complete its business combination, which would represent twelve calendar months, the Sponsor would make aggregate Contributions of approximately $900,000. Each Contribution will be deposited in the Trust Account within seven calendar days from the beginning of such extension month. Accordingly, if the Extension Amendment Proposal is approved and implemented and ClimateRock takes the full time through the Extended Date to complete the initial business combination, the redemption amount per share at the meeting for such business combination or ClimateRock’s subsequent liquidation will be approximately $10.47 per share, in comparison to the current redemption amount of $10.36 per share (assuming no Public Shares were redeemed).

The Extension Loan is conditioned upon the implementation of the M&A Amendments. The Extension Loan will not occur if the M&A Amendments are not approved, or the Extension is not completed. Amounts advanced under the Extension Loan will not bear interest and will be repayable to the Sponsor upon the earlier of the consummation of the Business Combination or ClimateRock’s liquidation. The Board will have the sole discretion whether to continue extending for additional calendar months past May 2, 2023 until the Extended Date, and if the Board determines not to continue extending for additional calendar months, the obligation to make additional Contributions will terminate and liquidate and dissolve promptly thereafter.

The M&A Amendment Proposals are conditioned on each other. Therefore, the Extension Amendment Proposal and the Liquidation Amendment Proposal must each be approved for the Extension to be implemented.

What happens if either the Extension Amendment Proposal or the Liquidation Amendment Proposal is not approved?

If there are insufficient votes to approve the Extension Amendment Proposal or the Liquidation Amendment Proposal, ClimateRock may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.

If the Extension Amendment Proposal or the Liquidation Amendment Proposal is not approved and our Sponsor determines not to fund a Paid Extension, and the Business Combination is not completed on or before May 2, 2023, then as contemplated by and in accordance with the M&A, ClimateRock will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the officers and directors of ClimateRock have waived their rights to participate in any liquidation distribution with respect to the 1,968,750 Ordinary Shares held by them. There will be no distribution from the Trust Account with respect to ClimateRock’s warrants or rights, which will expire worthless in the event ClimateRock dissolves and liquidates the Trust Account.

Would I still be able to exercise my redemption rights if I vote against the Extension Amendment Proposal or the Liquidation Amendment Proposal?

Yes, assuming you are a shareholder as of the record date and continue to hold your shares at the time of your Election (and subsequent redemption payment). However, redemption payments for Elections in connection with this Meeting will only be made if the M&A Amendment Proposals receive the requisite shareholder approvals. If you do not redeem your public shares in connection with the Meeting, you will retain your right to redeem your Public Shares upon consummation of the Business Combination, subject to any limitations set forth in the M&A.

When and where is the Meeting?

The Meeting will be held at [ ] Eastern Time, on [    ], 2023, at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas New York, New York 10105. You can participate in the meeting and vote via live webcast by visiting by visiting https://www.cstproxy.com/[    ] and entering the control number found on their proxy card. You may also attend the 2Meeting telephonically by dialing 1 800-450-7155 (toll-free within the United States and Canada) or +1 857-999-9155 (outside of the United States and Canada, standard rates apply). The passcode for telephone access is [    ].

Can I attend the Meeting in person?

Yes. The Meeting will be held at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. We will also be hosting the Meeting via live webcast on the Internet. The webcast will start at [    ] Eastern Time, on [    ], 2023. Any shareholder can listen to and participate in the Meeting live via the Internet at https://www.cstproxy.com/[    ].

How do I attend the Meeting online?

Registered shareholders received a proxy card from Continental. The proxy card contains instructions on how to attend the Meeting including the URL address, along with a control number that you will need for access. If you do not have your control number, contact Continental by phone at: (917) 262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the meeting virtually starting on [    ], 2023 at [ ] Eastern Time (four (4) business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/[    ], enter your control number, name and email address. Once you pre-register you will be able to vote. At the start of the Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Meeting.

Beneficial holders, who own their shares through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Meeting, you will need to have a legal proxy from your bank or broker. If you would like to attend the Meeting and not vote, Continental will issue you a guest control number after you provide proof of beneficial ownership. Either way, you must contact Continental for specific instructions on how to receive the control number, by phone at: (917) 262-2373, or email at proxy@continentalstock.com. Please allow up to seventy-two (72) hours prior to the Meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free within the United States and Canada) or +1 857-999-9155 (outside of the United States and Canada, standard rates apply). The passcode for telephone access is [    ]. This is listen only; you will not be able to vote or enter questions during the Meeting.

How do I vote?

If you are a holder of record of Ordinary Shares, you may vote in person at the Meeting, virtually, or by submitting a proxy for the Meeting. Whether or not you plan to attend the Meeting, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by (i) completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or (ii) voting online at https://www.cstproxy.com/[    ]. You may still attend the Meeting and vote if you have already voted by proxy.

If your Ordinary Shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares virtually at the Meeting unless you first submit a legal proxy to Continental, as described above in “How do I attend the Meeting Online?”

How do I change my vote?

If you are a holder of record of Ordinary Shares, you can revoke your proxy at any time before the final vote at the Meeting by (i) delivering a later-dated, signed proxy card prior to the date of the Meeting, (ii) granting a subsequent proxy online or (iii) voting virtually at the Meeting. Attendance at the Meeting alone will not change your vote.

If your Ordinary Shares are held in “street name” by a broker or other agent and you wish to revoke your proxy, you should follow the instructions provided by your broker or agent.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Meeting, who will separately count “FOR” and “AGAINST” votes and abstentions for each proposal.

If my shares are held in “street name,” will my broker automatically vote them for me?

Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to “non-routine” matters. Under the applicable rules, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, reverse stock splits, shareholder proposals, elections of directors (even if not contested), and executive compensation, including advisory shareholder votes on executive compensation and on the frequency of shareholder votes on executive compensation. The M&A Amendment Proposals and the Adjournment Proposal are considered to be “non-routine” and brokers, banks or other nominees will not have discretionary voting power with respect to such proposals. Thus, your broker can vote your shares with respect to “non-discretionary items” only if you provide instructions on how to vote. You should instruct your broker to vote your shares, and your broker can tell you how to provide these instructions.

What is a quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if one or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares is represented in person or by proxy at the Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually or in person at the Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the Meeting shall be adjourned in accordance with the M&A.

Who can vote at the Meeting?

Only holders of record of Ordinary Shares at the close of business on [    ], 2023 are entitled to have their vote counted at the Meeting and any adjournments or postponements thereof. On this record date, 1 Class B Ordinary Share and 9,961,874 Class A Ordinary Shares and were issued and outstanding and entitled to vote. On March 31, 2023, the Sponsor elected to convert on a one-for-one basis 1,968,749 Class B Ordinary Shares that were issued prior to our IPO into 1,968,749 Class A Ordinary  Shares (the “Founder Conversion”), and following the Founder Conversion, our Sponsor owns 1 Class B Ordinary Share. The 1,968,749 Class A Ordinary Shares issued to our Sponsor in connection with the Founder Conversion, along with the 1 Class B Ordinary Share held by our Sponsor are collectively referred to herein as the “Founder Shares”. The Founder Shares following the Founder Conversion are subject to the same restrictions as the Class B Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our IPO. The Founder Shares are entitled to registration rights.

See above in “How do I vote?” for information on how to vote.

What interests do the Company’s directors and executive officers have in the approval of the proposals?

When you consider the recommendation of our Board, you should keep in mind that our Sponsor, directors and officers (“Initial Shareholders”) have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below.

What happens to the Company’s warrants and rights if either of the M&A Amendment Proposals is not approved?

If either of the M&A Amendment Proposals is not approved, and our Sponsor determines not to fund a Paid Extension as currently contemplated by our M&A and the Trust Agreement, and the Business Combination is not completed on or before May 2, 2023, we will be required to dissolve and liquidate our Trust Account by returning the then-remaining funds in such account to the public shareholders in accordance with our M&A and the Company’s warrants and rights will expire worthless.

What happens to the Company’s warrants if the M&A Amendment Proposals are approved?

If the M&A Amendment Proposals are approved and implemented, the Company will be able to continue its efforts to consummate its initial business combination until the expiration of the Extension Period (or the Board’s election for earlier liquidation) and will retain the blank check company restrictions previously applicable to it, and the Company’s warrants and rights will remain outstanding in accordance with their terms.

How do I redeem my public shares?

If the M&A Amendments are approved, each public shareholder may seek to redeem all or a portion of his or her public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (including accrued interest and less taxes paid or payable), divided by the number of then issued and outstanding Public Shares. You will also be able to redeem your public shares in connection with any shareholder vote to approve the Business Combination, or if the Company has not consummated an initial business combination by the expiration of the Extension Period.

To demand redemption, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. Eastern Time on [    ], 2023 (two business days prior to the Meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the Election and the effective date of the M&A Amendments.

Pursuant to our M&A, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the M&A Amendment Proposals are approved. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying shares, warrants and rights prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 5:00 p.m. Eastern Time, on [    ], 2023, (a) submit a written request to Continental, the Company’s transfer agent (the “transfer agent”), at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the M&A Amendment Proposals.

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal and the Liquidation Amendment Proposal will not be redeemed for cash held in the Trust Account.

In the event that a public shareholder tenders its shares and decides prior to the deadline for exercising redemption requests (and thereafter, with our consent) that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the deadline for exercising redemption requests (and thereafter, with our consent) not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and either of the M&A Amendment Proposals are not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that either of the M&A Amendment Proposals will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the M&A Amendment Proposals would receive payment of the redemption price for such shares soon after the approval of the M&A Amendments. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

If I am a public unit holder, can I exercise redemption rights with respect to my units?

No. Holders of outstanding public units must separate the underlying public shares, public warrants and public rights prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate (physically or electronically) for such units to Continental, our transfer agent, with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the delivery of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the units into public shares and public warrants. See “How do I redeem my public shares?” above.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company has engaged Alliance Advisors (“Solicitor”) to assist in the solicitation of proxies for the Meeting. The Company has agreed to pay Solicitor’s customary fees, plus disbursements, and indemnify Solicitor against certain damages, expenses, liabilities or claims relating to its services as the Company’s proxy solicitor. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.

Where do I find the voting results of the Meeting?

We will announce preliminary voting results at the Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which the Company is required to file with the Securities and Exchange Commission (“SEC”) within four (4) business days following the Meeting.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact the Company’s proxy solicitor at:

Alliance Advisors
200 Broadacres Drive, 3rd Floor Bloomfield, NJ 07003

Telephone: (844) 717-2319

E-mail: CLRCinfo@allianceadvisors.com

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact.

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” in this proxy statement and the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2023 (the “Annual Report”) and in our other SEC filings. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

RISK FACTORS

Investing in our securities involves risk. You should consider carefully all of the risks described below, together with the other factors discussed in the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2023 and in other reports we file with the SEC. Our business, financial condition or results of operations could also be materially and adversely affected by additional factors that apply to all companies generally, as well as other risks that are not currently known to us or that we currently view to be immaterial. In any such case, the trading price of our securities could decline and you may lose all or part of your original investment. While we attempt to mitigate known risks to the extent we believe to be practicable and reasonable, we can provide no assurance, and we make no representation, that our mitigation efforts will be successful. See “Cautionary Note Regarding Forward-Looking Statements.”

There are no assurances that the Extension will enable us to complete a business combination.

Approving the Extension involves a number of risks. Even if the Extension is approved, ClimateRock can provide no assurances that the Business Combination or another initial business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension is approved, ClimateRock plans to seek shareholder approval of the Business Combination following the SEC declaring the Business Combination Registration Statement effective, which will include our proxy statement for the Business Combination. ClimateRock cannot complete the Business Combination unless the Business Combination Registration Statement is declared effective. As of the date of this Proxy Statement, the Business Combination Registration Statement had not been filed with the SEC, and ClimateRock cannot estimate when, or if, the SEC will declare the Business Combination Registration Statement effective.

We are required to offer shareholders the opportunity to redeem their public shares in connection with the M&A Amendment Proposals and, if needed, any additional amendments to the M&A, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve an initial business combination. Even if the M&A Amendment Proposals (or the Business Combination) are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post- initial business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing 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, including our ability to negotiate and complete an initial business combination. 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 an initial business combination.

The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial business combination, including the SPAC Rule Proposals described below.

The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings in connection with initial business combination transactions between SPACS such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed initial business combination transactions; the potential liability of certain participants in proposed initial business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants and rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete a business combination and instead liquidate the Company.

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its business combination no later than 24 months after the effective date of the IPO Registration Statement.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete a business combination and instead liquidate the Company. Were we to liquidate, our warrants and rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we expect that we will, on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in a demand deposit account until the earlier of the consummation of a business combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we expect that we will, on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a national bank until the earlier of the consummation of a business combination or the liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in a demand deposit account would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in a demand deposit account, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company. Were we to liquidate the Company, our warrants and rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

ClimateRock may be deemed a “foreign person” under the regulations relating to CFIUS and its failure to obtain any required approvals within the requisite time period may require it to liquidate.

The Company’s Sponsor is U.N. SDG Support LLC, a Delaware limited liability company. Charles Ratelband V is the sole managing member of the Sponsor and a Dutch citizen and holds an approximate 90% interest in the Sponsor. Thus, the Sponsor is controlled by non-U.S. persons. The Sponsor currently owns 1,968,750 shares of ClimateRock’s Ordinary Shares, and 3,762,500 Private Placement Warrants, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. Other members of the Sponsor include certain officers and directors of ClimateRock.

Thus, ClimateRock believes that it and the Sponsor constitute a “foreign person” under CFIUS rules and regulations and further, ClimateRock does not believe the Business Combination between ClimateRock and EEW is subject to CFIUS review. However, if the Business Combination with EEW falls within the scope of applicable foreign ownership restrictions, ClimateRock may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, ClimateRock may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.

Although ClimateRock does not believe the Business Combination between ClimateRock and EEW is subject to CFIUS review, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of the combined company if ClimateRock had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor. If ClimateRock were to seek an initial business combination other than the Business Combination, the pool of potential targets with which ClimateRock could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because ClimateRock has only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If ClimateRock liquidates, its public shareholders may only receive $10.15 per share (excluding any accrued interest), and its warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in EEW and the chance of realizing future gains on your investment through any price appreciation in the combined company.

BACKGROUND

We are a Cayman Islands-incorporated blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

As of the record date, there are issued and outstanding (i) 9,961,874 Class A ordinary shares and (ii) 1 Class B ordinary share. In addition, we issued (i) 3,937,500 public warrants included in the public units, every whole warrant entitling their holder to purchase one Class A ordinary share upon the consummation of an initial business combination, (ii) 7,875,000 rights included in the public units, each right entitling its holder to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination and (iii) 3,762,500 Private Placement Warrants, each exercisable to purchase one Class A ordinary share as part of the Private Placement with the Sponsor that we consummated simultaneously with the consummation of our IPO.

On March 31, 2023, the Sponsor elected to convert on a one-for-one basis 1,968,749 Class B ordinary shares that were issued prior to our IPO into 1,968,749 Class A ordinary  shares (the “Founder Conversion”), and following the Founder Conversion, our Sponsor owns 1 Class B ordinary share. The 1,968,749 Class A ordinary shares issued to our Sponsor in connection with the Founder Conversion, along with the 1 Class B ordinary share held by our Sponsor are collectively referred to herein as the “Founder Shares”. The Founder Shares following the Founder Conversion are subject to the same restrictions as the Class B ordinary shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our IPO. The Founder Shares are entitled to registration rights.

As of February 28, 2023, approximately $81.6 million in proceeds from our IPO and the Private Placement and interest income were held in our Trust Account in the United States maintained by Continental, acting as trustee. The proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust Agreement, the trustee is not permitted to invest in other securities or assets. As currently in effect, the Trust Account is intended as a holding place 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 (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 12 months from the closing of the IPO, subject to any Paid Extension(s), or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 12 months from the closing of the IPO (or during any extension period), our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares.

Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of Class B ordinary shares and warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “The Meeting — Interests of our Sponsor, Directors and Officers.”

The Proposed Business Combination with EEW

As previously announced on ClimateRock’s Current Form 8-K filed with the SEC on October 13, 2022, ClimateRock entered into a Business Combination Agreement (the “Business Combination Agreement”) with ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), and E.E.W. Eco Energy World PLC, a company formed under the laws of England and Wales ( “EEW”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) Merger Sub will merge with and into ClimateRock, with ClimateRock continuing as the surviving entity (the “Merger”), as a result of which, (i) ClimateRock shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of ClimateRock immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b)(i) Pubco will make an offer to acquire each issued and outstanding EEW ordinary share in consideration for the issue and allotment of substantially equivalent securities in Pubco (the “Company Share Transfer”) and (ii) Pubco shall also offer each holder of EEW’s outstanding vested options to purchase EEW ordinary shares, replacement options to purchase ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Act and the laws of England and Wales (the Merger and Company Share Transfer, together, the “Transactions”).

Our M&A currently provides that the Company has until May 2, 2023 to complete its initial business combination, subject to up to two three-month extensions (for a total of up to 18 months to complete a business combination), upon the request of Sponsor and subject to Sponsor depositing additional funds into the Company’s Trust Account (as defined herein). While ClimateRock is using its best efforts to complete the Business Combination as soon as practicable, the board of directors (the “Board”) believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, ClimateRock will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that ClimateRock might not, despite its best efforts, be able to complete the Business Combination or another initial business combination on or before the Termination Date. If that were to occur, ClimateRock would be precluded from completing the Business Combination or another initial business combination and would be forced to liquidate even if ClimateRock’s shareholders are otherwise in favor of consummating such transaction.

Therefore, the Board has determined that it is in the best interests of ClimateRock’s shareholders to extend the date by which ClimateRock has to consummate the Business Combination (or, if the Business Combination is not consummated, another initial business combination) to the Extended Date in order that ClimateRock’s shareholders have the opportunity to participate in its future investment, as well as to provide additional flexibility to wind up our operations prior to the end of the Extension Period.

If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of shareholder approval of the Business Combination), ClimateRock intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date.

You are not being asked to vote on the Business Combination at the Meeting. The vote by ClimateRock shareholders on the Business Combination will occur at the separate Business Combination Meeting of ClimateRock shareholders and the solicitation of proxies from ClimateRock shareholders in connection with such separate Business Combination Meeting, and the related right of ClimateRock shareholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the M&A Amendment Proposals), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event either the Business Combination is completed or the M&A Amendments are implemented, you should elect to “redeem” your Public Shares in connection with either the Meeting or the Business Combination Meeting.

THE MEETING

Date, Time and Place of the Meeting

The enclosed proxy is solicited by the Board in connection with the extraordinary general meeting to be held on [    ], 2023 at [    ] Eastern Time for the purposes set forth in the accompanying Notice of Meeting, at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas New York, New York 10105. You can participate in the meeting and vote via live webcast by visiting by visiting https://www.cstproxy.com/[    ].

Purpose of the Meeting

At the Meeting, you will be asked to consider and vote upon the following matters:

(i) Proposal 1 — A proposal to amend by special resolution (the “Extension Amendment”) the Company’s amended and restated memorandum and articles of association (the “M&A”) in the form set forth in Annex A to this proxy statement to extend the date by which the Company would be required to consummate a business combination (the “Extension”) from November 2, 2023 (assuming the Sponsor effects the Paid Extensions) (the “Termination Date”) to May 2, 2024 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “Extended Date”) (such period, the “Extension Period” and such proposal, the “Extension Amendment Proposal”);

(ii) Proposal 2 — A proposal to amend by special resolution (the “Liquidation Amendment”, and together with the Extension Amendment, the “M&A Amendments”) in the form set forth in Annex A to this proxy statement to permit our Board, 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) (the “Liquidation Amendment Proposal”); and

(iii) Proposal 3 —  A proposal to approve by ordinary resolution the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”).

Approval of the Extension Amendment Proposal and the Liquidation Amendment Proposal are each conditioned on one another. This means that unless both of these proposals are approved by the shareholders, none of these proposals will take effect.

The Adjournment Proposal will only be presented at the Meeting if there are not sufficient tabulated votes to approve the Extension Amendment Proposal or the Liquidation Amendment Proposal. The Adjournment Proposal may be presented as the first proposal at the time of the Meeting.

The Extension Amendment Proposal and the Liquidation Amendment Proposal are essential to the overall implementation of the Board’s plan to extend the date by which the Company has to complete the Business Combination prior to the Termination Date as well as to enable the Board to liquidate the Trust Account to redeem all public shares on a specified date following the filing of the M&A Amendments but prior to May 2, 2024 (including prior to May 2, 2023) if it determines such action is in the best interests of the shareholders.

You are not being asked to vote on the Business Combination at the Meeting. The vote by ClimateRock shareholders on the Business Combination will occur at the separate Business Combination Meeting of ClimateRock shareholders and the solicitation of proxies from ClimateRock shareholders in connection with such separate Business Combination Meeting, and the related right of ClimateRock shareholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the M&A Amendments), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event either the Business Combination is completed or the M&A Amendments are implemented, you should elect to “redeem” your Public Shares in connection with either the Meeting or the Business Combination Meeting.

Public shareholders may elect to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment Proposal and the Liquidation Amendment Proposal regardless of whether or how such public shareholders vote with respect to such proposals. Additionally, redemption payments for Elections in connection with this Meeting will only be made if the M&A Amendment Proposals receive the requisite shareholder approvals. If the M&A Amendment Proposals are approved by the requisite vote of shareholders, the remaining public shareholders will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account when the Business Combination is submitted to the shareholders.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore, if a holder of public shares delivers the certificate representing such holder’s shares in connection with an Election and subsequently decides prior to the deadline for exercising redemption requests not to elect to exercise such rights, such holder may request that the transfer agent return the certificate (physically or electronically).

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the redemption, and the amount remaining in the Trust Account may be significantly reduced from the approximately $81.6 million that was in the Trust Account as of February 28, 2023.

If the M&A Amendments are implemented, the M&A Amendments will remove the provisions of the M&A providing for the ability of the Sponsor to fund a Paid Extension, and any extensions will be governed by the M&A, as amended by the M&A Amendments.

Additionally, if the M&A Amendments are implemented, the Sponsor has agreed to contribute to us as a loan of $75,000 for each calendar month (commencing on May 2, 2023 and ending on the 1^st day of each subsequent month), or portion thereof, that is needed by ClimateRock to complete an initial business combination from May 2, 2023 until the Extended Date (each, a “Contribution” and the Contributions, collectively, the “Extension Loan”). For example, if ClimateRock takes until May 2, 2024 to complete its business combination, which would represent twelve calendar months, the Sponsor would make aggregate Contributions of approximately $900,000. Each Contribution will be deposited in the Trust Account within seven calendar days from the beginning of such extension month. Accordingly, if the Extension Amendment Proposal is approved and implemented and ClimateRock takes the full time through the Extended Date to complete the initial business combination, the redemption amount per share at the meeting for such business combination or ClimateRock’s subsequent liquidation will be approximately $10.47 per share, in comparison to the current redemption amount of $10.36 per share (assuming no Public Shares were redeemed).

The Extension Loan is conditioned upon the implementation of the M&A Amendments. The Extension Loan will not occur if the M&A Amendments are not approved, or the Extension is not completed. Amounts advanced under the Extension Loan will not bear interest and will be repayable to the Sponsor upon the earlier of the consummation of the Business Combination or ClimateRock’s liquidation. The Board will have the sole discretion whether to continue extending for additional calendar months past May 2, 2023 until the Extended Date, and if the Board determines not to continue extending for additional calendar months, the obligation to make additional Contributions will terminate and ClimateRock liquidate and dissolve promptly thereafter.

If either the Extension Amendment Proposal or the Liquidation Amendment Proposal is not approved, and our Sponsor determines not to fund a Paid Extension, and the Business Combination is not completed on or before May 2, 2023, then as contemplated by and in accordance with the M&A, ClimateRock will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The approval of each of the M&A Amendment Proposals requires the affirmative vote of at least two-thirds of the votes cast by shareholders represented at the Meeting and, who, being entitled to do so, vote in person or by proxy thereon. Approval of the Adjournment Proposal requires the affirmative vote of a simple majority of the votes cast by shareholders represented at the Meeting and who, being entitled to do so, vote in person or by proxy thereon. The Extension Amendment Proposal and the Liquidation Amendment Proposal will not become effective unless our shareholders approve each of the Extension Amendment Proposal and the Liquidation Amendment Proposal.

Only holders of record of our Ordinary Shares at the close of business on [    ], 2023 are entitled to notice of the Meeting and to vote at the Meeting and any adjournments or postponements of the Meeting.

After careful consideration of all relevant factors, the Board has determined that each of the proposals is advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Voting Rights and Revocation of Proxies

The record date with respect to this solicitation is the close of business on [    ], 2023 and only shareholders of record at that time will be entitled to vote at the Meeting and any adjournments or postponements thereof.

If you are a holder of record of Ordinary Shares, you can revoke your proxy at any time before the final vote at the Meeting by (i) delivering a later-dated, signed proxy card prior to the date of the Meeting, (ii) granting a subsequent proxy online or (iii) voting virtually at the Meeting. Attendance at the Meeting alone will not change your vote. If your Ordinary Shares are held in “street name” by a broker or other agent and you wish to revoke your proxy, you should follow the instructions provided by your broker or agent.

We intend to release this proxy statement and the enclosed proxy card to our shareholders on or about [    ], 2023.

Dissenters’ Right of Appraisal

Holders of our Ordinary Shares do not have appraisal rights under Cayman Islands law or under the governing documents of the Company in connection with this solicitation.

Outstanding Shares and Quorum

The number of issued and outstanding Ordinary Shares entitled to vote at the Meeting is 9,961,874 Class A Ordinary Shares and 1 Class B Ordinary Share. Each Ordinary Share is entitled to one vote. The presence in person or by proxy at the Meeting of one or more shareholders who together hold not less than a majority of the number of issued and outstanding Ordinary Shares, will constitute a quorum. There is no cumulative voting. Shares that abstain will be treated as present for quorum purposes on all matters.

Broker Non-Votes

Holders of our Ordinary Shares that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. We believe that each of the proposals is a “non-routine” matter, and therefore, banks or brokerages cannot use discretionary authority to vote shares on such proposals if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

Required Votes for Each Proposal to Pass

Assuming the presence of a quorum at the Meeting:

Abstentions will not have an effect on the Extension Amendment Proposal, the Liquidation Amendment Proposal or the Adjournment Proposal, assuming a quorum is present. The failure to vote will have no effect on the Extension Amendment Proposal, the Liquidation Amendment Proposal or the Adjournment Proposal, assuming a quorum is present.

If there is no quorum, the Meeting shall be adjourned in accordance with the M&A.

Voting Procedures

Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Meeting. Your proxy card shows the number of Ordinary Shares that you own.

Solicitation of Proxies

Your proxy is being solicited by our Board on the proposals being presented to shareholders at the Meeting. You may contact Alliance Advisors, our proxy solicitor, at:

Alliance Advisors
200 Broadacres Drive, 3rd Floor Bloomfield, NJ 07003

Telephone: (844) 717-2319

E-mail: CLRCinfo@allianceadvisors.com

In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. Some banks and brokers have customers who beneficially own public shares listed of record in the names of nominees and we intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations.

Delivery of Proxy Materials to Shareholders

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:

Interests of our Initial Shareholders

When you consider the recommendation of our Board, you should keep in mind that our Initial Shareholders have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below.

Redemption Rights

Pursuant to our M&A, our public shareholders will be provided with the opportunity to redeem their public shares upon the approval of the M&A Amendments, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (including accrued interest and less taxes paid or payable) divided by the number of then issued and outstanding Public Shares. If your redemption request is properly made and the M&A Amendments are approved, these shares will cease to be issued and outstanding and will represent only the right to receive such amount. For illustrative purposes, based on funds in the Trust Account of approximately $81.6 million on February 28, 2023, the estimated per share redemption price would have been approximately $10.36 (including accrued interest and less taxes paid or payable). Public shareholders may elect to redeem their public shares regardless of whether or how they vote on the proposals at the Meeting, but redemption payments for Elections in connection with this Meeting will only be made if the Extension Amendment Proposal and the Liquidation Amendment Proposal receive the requisite shareholder approvals.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

and

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore, if a holder of public shares delivers the certificate representing such holder’s shares in connection with an Election and subsequently decides prior to the deadline for exercising redemption requests not to elect to exercise such rights, such holder may request that the transfer agent return the certificate (physically or electronically). You may make such request by contacting our transfer agent at the email address or mailing address listed above.

Prior to exercising redemption rights, shareholders should verify the market price of our Ordinary Shares, as they may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights and the redemption is effectuated, your Ordinary Shares will cease to be issued and outstanding and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request redemption.

If the Extension Amendment Proposal and the Liquidation Amendment Proposal are not approved, our Sponsor determines not to fund a Paid Extension, and the Business Combination is not completed on or before May 2, 2023, then as contemplated by and in accordance with the M&A, ClimateRock will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Holders of outstanding units must separate the underlying public shares, public warrants and public rights prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver to Continental written instructions to separate such units into shares, warrants and rights. This must be completed far enough in advance so that you may then exercise your redemption rights with respect to the public shares upon the separation of the units into public shares, public warrants and public rights.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions to Continental. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares, public warrants and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares upon the separation of the units into public shares, public warrants and public rights. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.