ClimateRock (Nasdaq: CLRC), a special purpose acquisition company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses, and GreenRock, an independent energy producer, focusing on integrating renewable power solutions with battery energy management and green hydrogen production, announced today the filing of a registration statement on Form F-4 (the “Registration Statement”), 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 (the “Business Combination Agreement”). Upon the closing of the business combination between ClimateRock and GreenRock contemplated by the Business Combination Agreement (the “Business Combination”), a holding company that will own both ClimateRock and GreenRock (“Pubco”) is expected to be listed on the Nasdaq Stock Market (“Nasdaq”) 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. Transaction consideration to be paid to the shareholders of GreenRock will be up to $446 million of which $166 million is contingent upon the satisfaction of certain performance-linked targets for 2024.
GreenRock is an innovative player in the renewable energy industry, on a mission to establish itself as a leading independent energy producer. Specializing in integrated renewable energy solutions, GreenRock is poised to make significant strides in industrial segments of the global economy that have yet to fully transition to green energy and embrace decarbonisation. Currently focused on renewable power energy production, GreenRock is embarking on green hydrogen developments, with particular focus on the hydrogen transition of industrial users. This future integration of green hydrogen and related markets positions GreenRock to be a key contributor to energy transition and local and regional energy security. With its commitment to sustainable energy and plans for incorporating green hydrogen, GreenRock is not only poised for substantial growth, but is also aligning its operations with global efforts towards environmental conservation, ESG compliance and a sustainable future.
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. This strategic blend significantly enhances our collective capability to innovate and lead in the renewable energy sector. As a combined company, we have the opportunity to enhance climate change and societal benefits, drive innovation, and accelerate the global clean energy transition while generating meaningful shareholder value.”
Abhishek Bawa, Chief Financial Officer of ClimateRock, commented, “Our business combination with GreenRock represents an important step towards our vision of a greener and more sustainable energy sector. GreenRock's long-term objective is towards scaling as a comprehensive and sustainable energy solution representing the next generation of renewable energy, “Renewables 3.0”. We are confident that we have found the ideal strategic partner to advance our parallel commitment towards this next generation of renewable energy.”
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