This is a clarifying amendment that does not change the economic terms of the deal. Monitor the next proxy statement/prospectus filing for shareholder vote details and any further updates on the WindshareFund and Accretion acquisitions that are now required pre-closing.
Price Chart
Executive Summary
ClimateRock filed an 8-K/A amending its merger agreement with GreenRock Corp to clarify that the closing share consideration increased from 28,000,000 to 32,000,000 Holdings ordinary shares upon removal of the earnout escrow, while the aggregate merger consideration remains unchanged. The amendment also confirms the removal of the TEP Renewables acquisition as a closing condition and extends the outside date to March 31, 2027. This filing provides technical clarification of the deal terms previously announced on October 20, 2026.
Key Financial Metrics
Key Facts
- Closing share consideration increased from 28,000,000 to 32,000,000 Holdings ordinary shares (29,900,000 Class A and 2,100,000 Class B) upon removal of earnout escrow
- Aggregate merger consideration remains unchanged
- Outside date extended from May 2, 2025 to March 31, 2027
- TEP Renewables acquisition removed as a closing condition
- Earnout escrow structure eliminated
- WindshareFund Acquisition and Accretion Acquisition added as pre-closing subsidiary acquisitions
Financial Impact
No change to aggregate merger consideration; closing share count increased from 28M to 32M shares with earnout escrow removed
Risk Factors
- The 23-month extension of the outside date to March 2027 signals ongoing delays in closing the SPAC business combination
- Removal of TEP Renewables acquisition removes a potential asset from the combined company
- No financial terms or valuation disclosed for the new WindshareFund and Accretion acquisitions
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001213900-26-113306 |
| Document: ea030986101ex2-1.htm | 0001213900-26-113306 |
| Document: 0001213900-26-113306-index-headers.html | 0001213900-26-113306 |
| Document: 0001213900-26-113306-index.html | 0001213900-26-113306 |
| Document: 0001213900-26-113306.txt | 0001213900-26-113306 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 28, 2026 2d ago | 425 | $12.75 | awaiting T+5 | awaiting T+5 | $12.75 (0.00%) |
Oct 28, 2026 2d ago | 8-K/A | $12.75 | awaiting T+5 | awaiting T+5 | $12.75 (0.00%) |
Oct 20, 2026 10d ago | 425 | $12.75 $12.75 | · 0.00% | ▼ −0.03% | $12.75 (0.00%) |
Oct 20, 2026 10d ago | 8-K | $12.75 $12.75 | · 0.00% | ▼ −0.03% | $12.75 (0.00%) |
Oct 15, 2026 15d ago | DEF 14A | $12.75 $12.75 | · 0.00% | ▼ −0.43% | $12.75 (0.00%) |
US Market Status
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