| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
(AS RESTATED) ClimateRock (the “Company”)
is a Cayman Islands exempted company incorporated as a blank check company on December 6, 2021. The Company was incorporated for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular
industry or geographic region for purposes of consummating a Business Combination, the Company focuses on opportunities in climate change,
environment, renewable energy and emerging, clean technologies. As of March 31, 2023, the Company had not
yet commenced operations. All activity through March 31, 2023 relates to the Company’s formation and the initial public offering
(the “Initial Public Offering”), which is described below, and post-offering activities in search for a target to consummate
a Business Combination. The Company has selected December 31 as its fiscal year end. The registration statement
for the Company’s Initial Public Offering was declared effective o n April 27, 2022. Simultaneously with the closing
of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,762,500 warrants
(“Private Placement Warrants”) at a price of $1.00 per warrant to the Company’s sponsor, U.N. SDG Support LLC,
a Delaware limited liability company (“Sponsor”), generating gross proceeds of $3,762,500 (see Note 4). Offering costs amounted to
$5,093,930, consisting of $1,181,250 of underwriting fees, $2,362,500 of deferred underwriting commissions payable (which are held in
the Trust Account as defined below), $946,169 of representative shares (see Note 6), and $604,011 of other offering costs. As described
in Note 6, the $2,362,500 of deferred underwriting commissions payable is contingent upon the consummation of a Business Combination,
subject to the terms of the underwriting agreement. Upon the closing of the Initial
Public Offering and Private Placement, $79,931,250 of the net proceeds of the sale of the Units in the Initial Public Offering and the
Private Placement was placed in a trust account (the “Trust Account”) and was invested in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, with a maturity
of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting
the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until
the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. As of March 31, 2023,
the Company had $54,458 in cash held outside of the Trust Account. The Company’s management has broad discretion with respect to
the specific application of the net proceeds of its Initial Public Offering and Private Placement Warrants, although substantially all
of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business
Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held
in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting
discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However,
the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. The Company will provide
holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares
upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.15 per share, plus any pro rata
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share
amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriters (as discussed in Note 6). The Company had 12 months
from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipated that
it may not be able to consummate the initial Business Combination within 12 months, it may extend the period of time to consummate a Business
Combination by two additional 3-month periods (for a total of up to 18 months) without submitting proposed extensions to its shareholders
for approval or offering its public shareholders redemption rights in connection therewith. The Company’s sponsor or its affiliates
or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $787,500 ($0.10 per
share) on or prior to the date of the applicable deadline for each additional three month period. Any such payments would be made in the
form of a loan, non-interest bearing and payable upon the consummation of the initial Business Combination. On April 27, 2023, the Company
held an extraordinary general meeting of shareholders (the “Meeting”) and approved, among other things, an amendment to the
Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company would be required
to consummate a business combination from November 2, 2023 (assuming the Sponsor was to have effected and paid extensions as described
in the definitive proxy statement as filed with the SEC on April 11, 2023) to May 2, 2024 (or such earlier date as determined by the Company’s
board of directors in its sole discretion) (the “the Extension Amendment”) and (ii) to permit its board of directors, in its
sole discretion, to elect to wind up the Company’s operations on, or on an earlier date than May 2, 2024 (including prior to May
2, 2023) (see Note 8). Going concern and management’s plan As of March 31,
2023, the Company has a cash balance of $54,458 and a working capital deficit of $1,374,092. The Company has incurred and expects to
continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Prior to consummation
of a Business Combination, the Company has the ability to secure additional funding from the Sponsor or other related parties. There
is no assurance that the Company’s plans to consummate a Business Combination will be successful by May 2, 2024 as approved at
the extraordinary general meeting of the shareholders on April 27, 2023 (see Note 8). The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Restatement of previously issued financial statements In connection with the
preparation of the 10-K for the year ended December 31, 2023, management identified that cash and cash equivalents held in the trust
account and deferred underwriting commissions payable were improperly classified as current assets and current liabilities instead of
non-current assets and non-current liabilities, respectively, as of December 31, 2022 and March 31, 2023. As of December 31, 2022, this
incorrect classification resulted in an overstatement of current assets by $81,039,102, an understatement of non-current assets by $81,039,102,
an overstatement of current liabilities by $2,362,500, and an understatement of non-current liabilities by $2,362,500. As of March 31,
2023, this incorrect classification resulted in an overstatement of current assets by $81,897,579, an understatement of non-current assets
by $81,897,579, an overstatement of current liabilities by $2,362,500, and an understatement of non-current liabilities by $2,362,500. In addition, management
identified that income earned on cash and cash equivalents held in the trust account was incorrectly presented as “Unrealized income
on trust account” and “Unrealized income received in trust account” rather than “Dividend income on trust account”
and “Dividend income received in trust account” in the Statements of Operations and Statement of Cash Flows, respectively,
for the year ended December 31, 2022 and the quarter ended March 31, 2023 and has corrected each line item accordingly. The following tables
summarize the effect of the restatement on each financial statement line item impacted as of March 31, 2023 and December 31, 2022:
Effects of Restatement as of
Previously Adjustments As Restated
Current assets $ 82,032,663 $ (81,897,579 ) $ 135,084
Non-current assets $ — $ 81,897,579 $ 81,897,579
Current liabilities $ 3,871,676 $ (2,362,500 ) $ 1,509,176
Non-current liabilities $ — $ 2,362,500 $ 2,362,500
Effects of Restatement as of
Previously Adjustments As Restated
Current assets $ 81,557,355 $ (81,039,102 ) $ 518,253
Non-current assets $ — $ 81,039,102 $ 81,039,102
Current liabilities $ 3,848,220 $ (2,362,500 ) $ 1,485,720
Non-current liabilities $ — $ 2,362,500 $ 2,362,500 |
