| COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration rights The holders of the Founder
Shares and Private Placement warrants are entitled to registration rights pursuant to a registration rights agreement signed on April
27, 2022. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing
of any such registration statements. Underwriting agreement On October 21, 2021, the
Company engaged Maxim Group LLC (“Maxim”) as its underwriter. The Company granted the underwriters a 45-day option until June
11, 2022 to purchase up to 1,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the
underwriting discounts and commissions. On May 2, 2022, the underwriters partially exercised this option in respect of 375,000 Units and,
as agreed with the Company, the underwriters waived their right to further exercise the option on May 5, 2022. The underwriters were entitled
to an underwriting discount of $0.45 per unit, or $3,543,750 in the aggregate, of which $0.15 per unit, or $1,181,250 was paid
upon the closing of the Initial Public Offering. Of the $0.45 discount, the underwriters were entitled to a deferred underwriting commission
of $0.30 per unit, or $2,362,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held
in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition to the underwriting
discount, the Company has agreed to pay or reimburse the underwriters for travel, lodging and other “road show” expenses,
expenses of the underwriters’ legal counsel and certain diligence and other fees, including the preparation, binding and delivery
of bound volumes in form and style reasonably satisfactory to the representative, transaction Lucite cubes or similar commemorative items
in a style as reasonably requested by the representative, and reimbursement for background checks on our directors, director nominees
and executive officers, which such fees and expenses are capped at an aggregate of $125,000 (less amounts previously paid). The $125,000
was paid out of the proceeds of the Initial Public Offering on May 2, 2022. Representative shares The Company has issued to
Maxim and/or its designees, 118,125 shares of Class A ordinary shares upon the consummation of the Initial Public Offering (the “Representative
Shares”). The Company accounted for the Representative Shares as an offering cost associated with the Initial Public Offering, with
a corresponding credit to shareholder’s equity. The Company estimated the fair value of Representative Shares to be $946,181. Maxim
has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed:
(i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii)
to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its
Business Combination within the Combination Period. The shares have been deemed compensation by the
Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately
following the date of the effectiveness of the registration statement for the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s
NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately
following April 27, 2022, nor may they be sold, transferred, assigned, pledged, or hypothecated for a period of 180 days immediately following
April 27, 2022 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Subject to certain conditions,
the Company granted Maxim, for a period beginning on May 2, 2022 and ending 12 months after the date of the consummation of the Business
Combination, a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and
private equity, equity-linked, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance
with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from April 27, 2022. Transaction Expenses On May 31, 2022, the Company
entered into an agreement (the “EGS Agreement”) with Ellenoff, Grossman & Schole LLP to act as U.S. securities council
to the Company in connection with pending acquisition targets for the Company to acquire consistent with its Initial Public Offering and
assist in U.S. securities work related to the Initial Business Combination. The fee structure for this agreement is as follows: (i) an
upfront retainer of $37,500 (ii) billing on an hourly basis for time (iii) each month fifty percent (50%) of the amount billed shall be
due and owing (iv) the remaining fifty percent (50%) not paid on a monthly basis will be deferred until the closing of the Initial Business
Combination and will be paid with a twenty percent (20%) premium. As of September 30, 2023, the total outstanding billed amount for
services provided by EGS is $882,325 of which $441,163 (50% of the outstanding balance) is considered outstanding per the terms of the
EGS Agreement and is included in accrued liabilities on the Consolidated Balance Sheet. As the Initial Business Combination cannot be
deemed probable as of September 30, 2023 and payment of the deferred portion of the outstanding balance is contingent upon a successful
Initial Business Combination, no amount was accrued for the deferred portion of the outstanding amount or the premium. On August 17, 2022, the Company
entered into an agreement (the “Letter Agreement”) with Maxim to pay a fee (the “Success Fee”) upon completion
of one or more successful transactions. On October 3, 2022, the Company amended its agreement with Maxim (the “Amendment”).
The amendment states that the Company shall pay to Maxim, upon Closing of such Transaction(s), a fee based upon the amount of cash the
Company has in Trust immediately prior to consummation of the Transaction and/or contributed to the Transaction. If the amount of such
cash is less than $50,000,000, Maxim’s fee shall be equal to $200,000 in cash and an additional $150,000 of common stock of the
post-Transaction Company (the “Common Stock”). If the amount of such cash is equal to or greater than $40 million, the Success
Fee shall be $500,000 cash. If the amount of such cash is equal to or greater than $75 million, the Success Fee shall be $500,000 cash
an additional $500,000 payable in either cash or Common Stock, at the option of the Company. The Common Stock shall be issued to Maxim
Partners LLC, shall be valued at the same price per share/exchange ratio as in the definitive Transaction documentation, and it shall
have unlimited piggyback registration rights. The Success Fee shall be paid upon the consummation of the Transaction. On March 30, 2023, the Maxim
Letter Agreement was amended (“Amendment No. 4”) to state that the Company will owe a cash fee payable, at each closing of
the Alliance Global Partners equity or equity-linked offering in connection with the contemplated Initial Business Combination with EEW
(as defined below), equal to one percent (1%) of the gross proceeds received by EEW or its related entities at such closing. On July 11, 2022, the Company
entered into an agreement (the “Letter Agreement”) with ALANTRA Corporate Finance, S.A.U. (“ALANTRA”) and U.N.
SDG Support Holdings LLC (“Sponsor Entity”). On October 3, 2022, the Company amended its agreement with ALANTRA. The Company
will pay ALANTRA a retainer of $15,000 at signing of the engagement letter and $20,000 per month that is due and payable on the last day
of each month for a maximum period of five months. Should the aggregated Transaction value be above $400,000,000, the retainer fee will
increase up to $40,000 per month with the same maximum five-month period for the payment of any retainer fee. The Company will also have
transactions fees (“Transaction Success Fee”), if a Transaction which is introduced by ALANTRA, or by another institution
to which no fees are due by the Company (e.g. an institution acting on behalf of a Target) is Completed (as defined below) the following
remuneration will be due to ALANTRA as a remuneration for its services.
● $1,600,000 payable by the Company
● $1,600,000 payable by or on behalf of the Sponsor Entity If a transaction is Completed
in North America, Asia, or Africa which is not introduced by ALANTRA and such Transaction requires an introductory, coadvisory, or similar
fee due by the Company, the Company shall pay ALANTRA a Transaction Success Fee in the form of:
● For the first $300,000,000 of aggregated value of the Transaction,
0.85% of each Transaction purchase price
● For the aggregated value of the Transaction above the first
$300,000,000, 0.4% of each Transaction purchase price Notwithstanding the above,
it is agreed that the Transaction Success Fee will be subject to a minimum of EUR 1,000,000. Each Transaction Success
Fee shall be payable upon consummation of the applicable Transaction (i.e. when the transaction is closed, following fulfillment, if applicable,
of conditions precedent) regardless of (i) the calendar for the payment of the price, (ii) how the purchase price is funded, (iii) and
any deferred payment subsequent to consummation of the Transaction, or (iv) any adjustment to the price of the Transaction subsequent
to consummation (“Completion”). Business Combination Agreement On October 6, 2022, the Company
entered into a Business Combination Agreement (the “Original Business Combination Agreement”) with ClimateRock Holdings Limited,
a Cayman Islands exempted company (“Pubco”), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco (“Merger Sub”), and E.E.W. Eco Energy World PLC, a company formed under the laws of England and Wales
(the “EEW”). On August 3, 2023, the Company
entered into an Amended and Restated Business Combination Agreement (as amended and restated, the “Business Combination Agreement”)
with Pubco, Merger Sub and EEW. The Original Agreement was amended, among other things, to (i) extend the date that either the Company
or EEW can terminate the Business Combination Agreement if the closing does not occur by September 30, 2023, and (ii) provide for a contingent
earn out of USD $150,000,000 in shares based on the achievement of a 2023 revenue milestone of USD $52,000,000. As amended, the base
consideration to be offered by Pubco to the holders of EEW securities will be a number of ordinary shares of Puco (the “Pubco Ordinary
Shares”) with an aggregate value equal to Five Hundred Million U.S. Dollars ($500,000,000), plus a contingent earn out of Pubco
Ordinary Shares with aggregate value of One Hundred Fifty Million Dollars ($150,000,000) as described above, with each Pubco Ordinary
Share valued at an amount equal to the price at which each of the Company’ ordinary share is redeemed or converted pursuant to
the redemption of the Company’s ordinary shares pursuant to the Company’s organizational documents. For a more detailed description
of the Business Combination Agreement, and the transactions contemplated therein, see the Company’s Current Report on Form 8-K filed
with the SEC on August 4, 2023. |
