GreenRock Corp entered into an Agreement to acquire ClimateRock (NasdaqGM:CLRC) from U.N. SDG Support LLC and others in reverse merger for approximately $450 million on December 30, 2023. Transaction consideration to be paid to the shareholders of GreenRock will be up to $446 million of which $166 million is contingent upon the satisfaction of certain performance-linked targets for 2024. Pursuant to the terms of the Merger Agreement, the consideration to be delivered to the holders of GreenRock Ordinary Shares in connection with the Business Combination will be 44,685,000 newly-issued Holdings Ordinary Shares, of which 16,685,000 will be held in a segregated account pursuant to an escrow agreement that Holdings, ClimateRock, and GreenRock will enter into at or prior to Closing with an escrow agent mutually acceptable to ClimateRock and GreenRock. Upon the closing of the business combination, a holding company that will own both ClimateRock and GreenRock (Pubco) is expected to be listed on the Nasdaq Stock Market and will be led by Per Regnarsson, the Chief Executive Officer of both GreenRock and ClimateRock. In connection with the Business Combination, GreenRock?s shareholders will receive ordinary shares of Pubco in exchange for GreenRock shares, and are expected to hold between 85% to 90% of Pubco?s outstanding shares after the Business Combination and the ClimateRock shareholders and holders of other ClimateRock securities will exchange their ClimateRock securities for substantially equivalent securities of Pubco The terms of the Business Combination Agreement were negotiated by a fully-empowered special committee of independent directors of ClimateRock?s board of directors. The Merger Agreement contains conditions to Closing, including the following mutual conditions of the parties (unless waived) approval of the shareholders of ClimateRock and the shareholders of GreenRock; consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with any governmental authorities or any third party; expiration of the applicable waiting period under any antitrust laws; no law or order preventing or prohibiting the Mergers or the other transactions contemplated by the Merger Agreement; no pending litigation to enjoin or restrict the consummation of the Closing; the registration statement of which the proxy statement/prospectus forms a part having been declared effective by the SEC; the Holdings Ordinary Shares having been have been approved for listing on Nasdaq, ClimateRock and GreenRock having entered into a registration rights agreement in a mutually agreed upon form, and ClimateRock and GreenRock the parties having entered into an escrow agreement in a mutually agreed upon form, and the redemption of the ClimateRock Class A Ordinary Shares having been completed in accordance with the terms of ClimateRock?s organizational documents. The transaction is expected to close by March 31, 2024. The Merger Agreement may be terminated at any time prior to the Closing by either ClimateRock or GreenRock if the Closing does not occur by March 31, 2024, or such other date as may be extended pursuant to the Merger Agreement. As of April 12, 2024, it is notified that ClimateRock shareholders meeting will be held on April 29, 2024.

A.G.P./Alliance Global Partners is serving as financial advisor to GreenRock. Ellenoff Grossman & Schole LLP is acting as legal counsel to GreenRock. Maxim Group LLC is serving as financial advisor to ClimateRock. ArentFox Schiff LLP is acting as legal counsel to ClimateRock. Ogier (Cayman) LLP is acting as Cayman Islands legal counsel in respect of certain Cayman Islands matters relating to the Business Combination.