ClimateRock has filed a Current Report on Form 8-K with the Securities and Exchange Commission announcing an amendment to its previously disclosed agreement to merge with GreenRock Corp. The amendment, dated October 19, 2026, modifies the terms of the Amended and Restated Agreement and Plan of Merger.
The filing details three specific changes to the original agreement. First, the acquisition of TEP Renewables Limited is no longer required to be completed as a condition for closing the transaction. Second, the earnout escrow provision has been removed. Third, the deadline for completing the business combination has been extended. The Outside Date under the Merger Agreement has been moved from May 2, 2025, to March 31, 2027.
The transaction involves ClimateRock, a Cayman Islands exempted company, and its subsidiaries, including ClimateRock Holdings Limited and SPAC Merger Sub. GreenRock Corp is also a Cayman Islands exempted company. The parties have filed a registration statement/proxy statement on Form F-4 with the SEC in connection with the proposed Business Combination.
