ClimateRock, GreenRock files registration statement related to combination

ClimateRock and GreenRock announced the filing of a registration statement on Form F-4, which includes a preliminary proxy statement and a prospectus, in connection with their previously announced Agreement and Plan of Merger, dated as of December 30, 2023. Upon the closing of the business combination between ClimateRock and GreenRock contemplated by the Business Combination Agreement, a holding company that will own both ClimateRock and GreenRock 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. The terms of the Business Combination Agreement were negotiated by a fully-empowered special committee of independent directors of ClimateRock’s board of directors. Per Regnarsson, Chief Executive Officer of GreenRock, commented, “The Business Combination will allow GreenRock to join forces with a strategic partner equally committed to shaping a sustainable future. GreenRock’s wealth of experience and expertise is expected to span the renewables value chain upon the acquisition of TEP Renewables Limited, which will become GreenRock’s primary solar development division and the acquisition of Accretion Energies Limited, which will become GreenRock’s operational wind assets division.” 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 aggregate merger consideration payable to the GreenRock shareholders is $446 million of Pubco shares and consists of a base consideration of $280 million in Pubco shares plus and an additional $166 million of Pubco shares that are subject to forfeiture if certain financial targets set forth in the Business Combination Agreement are not met after closing. The Business Combination will require approval of the shareholders of ClimateRock and the shareholders of GreenRock and will be subject to the satisfaction of customary closing conditions.