| 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 March 31, 2024 and December 31, 2023, the total outstanding
billed amount for services provided by EGS is $895,679 and $892,784 of which $447,840 and $446,392 (50% of the outstanding balance), respectively,
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 March 31, 2024 and December 31, 2023, respectively, 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 March 30, 2023, the Maxim
Letter Agreement (as defined below) 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 August 17, 2022, the Company
entered into an agreement (the “Maxim Letter Agreement”) with Maxim to pay a fee (the “Maxim Success Fee”) upon
completion of one or more successful transactions. On October 3, 2022, the Company amended its agreement with Maxim (the “Maxim
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 the Trust Account 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 “New Common Stock”). If the amount of such cash is equal to or greater than
$40 million, the Maxim Success Fee will be $500,000 cash. If the amount of such cash is equal to or greater than $75 million, the Maxim
Success Fee will be $500,000 cash and an additional $500,000 payable in either cash or New Common Stock, at the option of the Company.
The New Common Stock will be issued to Maxim Partners LLC, will be valued at the same price per share/exchange ratio as in the definitive
transaction documentation, and it will have unlimited piggyback registration rights. The Maxim Success Fee will be paid upon the consummation
of the transaction. On July 11, 2022, the Company
entered into an agreement (the “ATLANTRA 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
“ALANTRA Letter Agreement”). The Company will pay ALANTRA a retainer of $15,000 at signing of the ALANTRA Letter Agreement
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 (“ALANTRA 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, co-advisory, or similar
fee due by the Company, the Company shall pay ALANTRA an ALANTRA 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 ALANTRA Success Fee will be subject to a minimum of EUR 1,000,000. Each ALANTRA 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 (“Completed”). On January 4, 2024, the
Company entered into an agreement (the “MZHCI Agreement”) with MZHCI, LLC (“MZHCI”) wherein MZHCI would act as
consultant and advise, counsel, and inform designated officers and employees of the Company as it relates to pre & post IPO, De-SPAC
readiness assessment, post transaction close preparation advisory, overall capital markets climate related to global macroeconomic conditions,
world-leading exchanges, Company’s competitors, related business acquisitions in the relevant market segments, and other aspects
of/or concerning the Company’s business about which MZHCI has knowledge or expertise. The MZHCI Agreement became effective upon
execution and will remain active for a period of six months with automatic renewal every six months thereafter. Prior to the De-SPAC
of the Company, the Company shall pay MZHCI $12,000 per month and subsequent to De-SPAC, the Company shall pay MZHCI $15,000 per month.
At the successful close of the initial Business Combination, the Company will issue MZHCI $120,000 worth of ClimateRock restricted common
stock, valued at the closing price on the first day of trading after the successful close of the initial Business Combination. Business Combination Agreement On October 6, 2022, the Company
entered into a Business Combination Agreement (the “Business Combination Agreement”) with Pubco, Merger Sub, and E.E.W. Eco
Energy World PLC, a company formed under the laws of England and Wales (the “EEW”). The total consideration to
be offered by Pubco to the holders of EEW securities (each, a “Seller”) shall be a number of ordinary shares of Pubco (the
“Pubco Ordinary Shares”) with an aggregate value equal to Six Hundred Fifty Million U.S. Dollars ($650,000,000), with each
Pubco Ordinary Share valued at an amount equal to the price at which each ClimateRock ordinary share is redeemed or converted pursuant
to the redemption of ClimateRock’s ordinary shares pursuant to ClimateRock’s organizational documents (the “Redemption
Price”). For a more detailed description of the Business Combination Agreement and the transactions contemplated therein, see the
Company’s Form 8-K filed with the SEC on October 13, 2022 (the “Form 8-K”). 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. On November 29, 2023, the
Company notified E.E.W. that the Company had elected to terminate the Amended and Restated Business Combination Agreement among, the Company,
E.E.W. and the other parties thereto, dated as of August 3, 2023, effective immediately, pursuant to Section 9.1(b) and 9.2 thereof, since
the conditions to the closing of the initial Business Combination were not satisfied or waived by the outside date of September 30, 2023.
As a result, the Business Combination Agreement is of no further force and effect, except for certain specified provisions in the Business
Combination Agreement, which shall survive the termination and remain in full force and effect in accordance with their respective terms. On December 30, 2023, ClimateRock
entered into the GreenRock Merger Agreement with Holdings, Merger Sub, and GreenRock. Pursuant to the GreenRock Merger Agreement, (a)
Merger Sub will merge with and into ClimateRock, with ClimateRock continuing as the Merger, as a result of which, (i) ClimateRock shall
become a wholly-owned subsidiary of Holdings, and (ii) each issued and outstanding security of ClimateRock immediately prior to the Effective
Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a
substantially equivalent security of Holdings, and (b)(i) Holdings will make an offer to acquire each issued and outstanding GreenRock
ordinary share in exchange for Holdings Ordinary Shares and (ii) Holdings shall also offer each holder of GreenRock’s outstanding
vested options to purchase GreenRock ordinary shares, replacement options to purchase Holdings Ordinary Shares, all upon the terms and
subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Cayman
Act. |
