ClimateRock *

ClimateRock *

Mar 14, 2022 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: GreenRock Corp.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

ClimateRock, a Cayman Islands exempted company (“ClimateRock” or “SPAC”), entered into an Agreement and Plan of Merger with GreenRock Corp, a Cayman Islands exempted company (“GreenRock” or the “Company”). [No additional details at this time]


SUBSEQUENT EVENT – 11/7/24 – LINK

  • The minimum cash condition of $15 million was removed.
  • The outside date was extended from March 31, 2024 to May 2, 2025.
  • The company earnout shares were reduced to 4,000,000 and the EBITDA target must equal or exceed $25 million or else all shares will be forfeited.
  • Added a covenant to the BCA that GreenRock to complete the acquisition of certain operating subsidiaries prior to the closing of the Business Combination.
  • The merger consideration was reduced to 32,000,000 shares.

EXTENSION – 5/3/24 – LINK

  • The SPAC approved the extension from May 2, 2024 to May 2, 2025.
    •  111,915 shares were redeemed.
    • $50K per month will be deposited into the trust account.

TRANSACTION

  • The consideration to be delivered to the holders of GreenRock Ordinary Shares (the “GreenRock Shareholders”) in connection with the Business Combination (the “Merger Consideration”) will be 44,685,000 newly-issued Holdings Ordinary Shares, of which 16,685,000 will be held in a segregated account (the “Escrowed Shares”) pursuant to an escrow agreement (the “Escrow Agreement”).
    • The merger consideration was reduced to 32,000,000 shares. – LINK

FIRST CHECKPOINT

  • If on the later to occur of:
    • (x) the closing date of the Business Combination and
    • (y) March 31, 2024 (the “First Checkpoint Date”),
    • the year-to-date Adjusted EBITDA of GreenRock exceeds $24,348,000 (the “EBITDA Minimum”) then a portion of the Escrowed Shares shall be released to the GreenRock Shareholders in an amount equal total number of Escrowed Shares multiplied by a fraction, the numerator of which is amount by which the Adjusted EBITDA of GreenRock as of the First Checkpoint Date exceeds the EBITDA Minimum, and the denominator of which is $14,502,000;
    • provided that if the Adjusted EBITDA of GreenRock is less than the EBITDA Minimum on the First Checkpoint Date, all Escrowed Shares will remain in escrow until the date that GreenRock’s audited financial statements for fiscal year 2024 are filed with the SEC (the “Second Checkpoint Date”).

SECOND CHECKPOINT

  • If on the Second Checkpoint Date (the date that GreenRock’s audited financial statements for fiscal year 2024 are filed with the SEC):
    • A) GreenRock’s Adjusted EBITDA for the 2024 fiscal year is less than the Adjusted EBITDA calculated at the First Checkpoint Date, then all remaining Escrowed Shares will be forfeited by the GreenRock Shareholders, surrendered to Holdings for no consideration, and cancelled;
    • B) GreenRock’s Adjusted EBITDA for the 2024 Fiscal year is greater than the GreenRock Adjusted EBITDA calculated at the First Checkpoint Date, but less than $38,850,000 (the “EBITDA Target”), then a portion of the Escrowed Shares will be released to the GreenRock Shareholders in an amount equal total number of Escrowed Shares multiplied by a fraction, the numerator of which is amount by which the 2024 Adjusted EBITDA of GreenRock exceeds the EBITDA Minimum, and the denominator of which is $14,502,000, minus the number of Escrowed Shares released in connection with the First Checkpoint Date (if any);
    • provided that any remaining unreleased Escrowed Shares will be forfeited by the GreenRock Shareholders, surrendered to Holdings for no consideration, and cancelled; or
    • C) GreenRock’s Adjusted EBITDA for the 2024 fiscal year is equal to or greater than the EBITDA Target, then all remaining Escrowed Shares will be released to the GreenRock Shareholders.

SPAC FUNDING

  • [None listed at this time]

EARNOUT

  • The company earnout shares were reduced to 4,000,000 and the EBITDA target must equal or exceed $25 million or else all shares will be forfeited. – LINK

Original Earnout

  • Company
    • 16,685,000 will be held in a segregated account (the “Escrowed Shares”) pursuant to an escrow agreement (the “Escrow Agreement”)
    • FIRST CHECKPOINT
      • If on the later to occur of:
        • (x) the closing date of the Business Combination and
        • (y) March 31, 2024 (the “First Checkpoint Date”),
        • the year-to-date Adjusted EBITDA of GreenRock exceeds $24,348,000 (the “EBITDA Minimum”) then a portion of the Escrowed Shares shall be released to the GreenRock Shareholders in an amount equal total number of Escrowed Shares multiplied by a fraction, the numerator of which is amount by which the Adjusted EBITDA of GreenRock as of the First Checkpoint Date exceeds the EBITDA Minimum, and the denominator of which is $14,502,000;
        • provided that if the Adjusted EBITDA of GreenRock is less than the EBITDA Minimum on the First Checkpoint Date, all Escrowed Shares will remain in escrow until the date that GreenRock’s audited financial statements for fiscal year 2024 are filed with the SEC (the “Second Checkpoint Date”).

      SECOND CHECKPOINT

      • If on the Second Checkpoint Date (the date that GreenRock’s audited financial statements for fiscal year 2024 are filed with the SEC):
        • A) GreenRock’s Adjusted EBITDA for the 2024 fiscal year is less than the Adjusted EBITDA calculated at the First Checkpoint Date, then all remaining Escrowed Shares will be forfeited by the GreenRock Shareholders, surrendered to Holdings for no consideration, and cancelled;
        • B) GreenRock’s Adjusted EBITDA for the 2024 Fiscal year is greater than the GreenRock Adjusted EBITDA calculated at the First Checkpoint Date, but less than $38,850,000 (the “EBITDA Target”), then a portion of the Escrowed Shares will be released to the GreenRock Shareholders in an amount equal total number of Escrowed Shares multiplied by a fraction, the numerator of which is amount by which the 2024 Adjusted EBITDA of GreenRock exceeds the EBITDA Minimum, and the denominator of which is $14,502,000, minus the number of Escrowed Shares released in connection with the First Checkpoint Date (if any);
        • provided that any remaining unreleased Escrowed Shares will be forfeited by the GreenRock Shareholders, surrendered to Holdings for no consideration, and cancelled; or
        • C) GreenRock’s Adjusted EBITDA for the 2024 fiscal year is equal to or greater than the EBITDA Target, then all remaining Escrowed Shares will be released to the GreenRock Shareholders.
  • Sponsor [None at this time]

LOCK-UP

  • Company and Sponsor – [An agreement has not yet been entered into]

NOTABLE CONDITIONS TO CLOSING

  • All outstanding transaction expenses shall have been paid
  • GreenRock having received lock-up agreements, in a mutually agreed upon form, signed by Sponsor and each of the holders of ClimateRock’s private warrants
  • ClimateRock having at least $15,000,000 in available cash on the Closing Date
    • This condition was removed – LINK
  • Added a covenant to the BCA that GreenRock to complete the acquisition of certain operating subsidiaries prior to the closing of the Business Combination. – LINK

NOTABLE CONDITIONS TO TERMINATION

  • By either ClimateRock or GreenRock if the Closing does not occur by March 31, 2024, or such other date as may be extended pursuant to the Merger Agreement.
    • The outside date was extended from March 31, 2024 to May 2, 2025. – LINK

ADVISORS

  • Company
    • Ellenoff Grossman & Schole LLP are acting as legal advisors
  • SPAC
    • ArentFox Schiff LLP is acting as a legal advisor

The below-announced combination was terminated on 11/30/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Eco Energy World PLC [Terminated]

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

ClimateRock proposes to combine with E.E.W. Eco Energy World.

EEW is an independent global developer of utility-scale solar photovoltaic projects from greenfield to the ready-to-build stage, with a recognized track record, with founders and management who have been operating in the industry since 2008. EEW has developed projects with a capacity of approximately 1.5 GW, which it has deployed for major institutional investors across Europe, the UK and Australia. EEW has experience in delivering successful turnkey developments globally including green field development, technical design, construction, permitting, power purchase agreements and structured financing.

EEW has a pipeline of new opportunities to take advantage of the next wave of global subsidy-free renewable energy development including solar and hydrogen. Headquartered in London, the Group has assets under development in the UK, Spain, Sweden, Australia and Italy.


SUBSEQUENT EVENT – 8/4/23 – LINK

Amended Business Combination Terms

Lock-Up

  • Company and Sponsor
    • 12 months following the Closing Date

Conditions to Termination

  • The new outside date is 9/30/23.

Earnout

  • The EEW Shareholders may receive Earnout Shares if 2023 Gross Revenues reach $52,000,000.
    • Earnout Shares are calculated as $150,000,000 divided by the Redemption Price.
    • No Earnout Shares if 2023 Gross Revenues are below $52,000,000.

EXTENSION – 5/3/23 – LINK

  • The SPAC approved the extension from May 2, 2023 to May 2, 2024.
    •  5,297,862 shares were redeemed for $10.43 per share.
    • $75K per month will be deposited into the trust account.

TRANSACTION

  • The transaction values EEW at an equity value of $650 million.
  • EEW’s shareholders will receive shares of Pubco in exchange for EEW shares, and are expected to hold 80 to 85% of Pubco’s outstanding shares.

PIPE

  • There is no PIPE at this time.

LOCK-UP

  • Company and Sponsor
    • 180 days from the Closing Date
    • 12 months following the Closing Date – LINK

NOTABLE CONDITIONS TO CLOSING

  • The closing of the Business Combination is conditional, among other things, upon $40 million of cash being available, after any ClimateRock shareholder redemptions and payment of transaction expenses, from ClimateRock’s trust account or additional equity or debt financing to be obtained prior to closing.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated at any time prior to the Closing by either ClimateRock or EEW if the Closing does not occur by April 29, 2023, or such other date that the parties agree to in writing (the “Outside Date”).
    • The new outside date is 9/30/23. – LINK
  • By either ClimateRock or EEW if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable

ADVISORS

  • White & Case LLP is acting as legal counsel to EEW.
  • Alantra is acting as lead financial advisor to ClimateRock.
  • Ellenoff Grossman & Schole LLP is acting as lead legal counsel to ClimateRock.
  • Simmons & Simmons LLP is acting as UK legal counsel for ClimateRock.

MANAGEMENT & BOARD


Executive Officers

Per Regnarsson, 55
Director and Chief Executive Officer

He has extensive experience in investment, corporate finance and capital markets coupled with remarkable track record on transaction origination and execution across renewable energy sectors over the past 15 years, including generation, efficient usage and storage of transportation fuels, hydrogen and water infrastructure. Mr. Regnarsson currently serves as the Director of Gluon Capital Ltd. and various subsidiary companies of the Gluon Group a London, England headquartered company that forms, seeds and invests in sustainable energy and mobility businesses globally. He also served as the Chairman of EV Hub Ltd., an electric vehicle infrastructure company, the Director of Marine2o Ltd., a developer of green hydrogen production and the Founding Advisory Partner of Impactirr Alliance Ltd., an Indian renewable energy firm since October 2019. Prior to that, he served as the Associate Partner of K2 Management, a renewable energy financial advisory company, from October 2018 to February 2020. From May 2018 to January 2019, Mr. Regnarsson served as the Partner of Opus Corporate Finance LLP, a private equity firm. He also served as the Associate Partner of Assay Advisory Ltd., a London based financial consulting firm. Mr. Regnarsson served as the Executive Board Member and Chief Investment Officer of the Palmetto Group, a private equity firm active in the clean energy industry, from August 2014 to March 2016. From March 2011 to March 2018, he founded CWC Biofuels A/S, a Danish energy firm and served as its Acting CEO and Director with responsibility for financing. Mr. Regnarsson co-founded Clean World Capital, a private equity firm, in July 2008 and served as its Managing Partner until July 2014 and in connection with this, he co-founded Better Energy A/S, a solar photovoltaic firm and served as its shareholder and Executive Chairman from September 2012 to March 2015. Previously, from 1990 to 2014, Mr. Regnarsson worked at various investment banking and boutique corporate finance institutions including Danske Bank, Chase Manhattan Bank, Moody’s, JP Morgan, Merrill Lynch and Clean World Capital. Mr. Regnarsson has strong working relationships with the clean energy investment community in the United Kingdom, Scandinavia and Western Europe, including growth capital, infrastructure finance, family offices, major industrial groups and pension funds. Mr. Regnarsson’s experience extends to the entire value chain and asset life cycles, including integrated ESG solutions that embrace the circular economy and have real impact. He raised considerable corporate growth capital and project funds for clean technology and start-ups and has placed corporate and structured bonds for companies in the energy, infrastructure, engineering and basic industries across the Europe, Middle East and Africa (the “EMEA”) region and the United States. Mr. Regnarsson developed, sold, bought and/or financed over one Gigawatt of renewable energy assets in Europe and North America across wind, solar, biomass and waste-to-energy sectors. Mr. Regnarsson holds an MSc Sloan Fellowship from London Business School.


Charles Ratelband V, 41
Director and Executive Chairman

Mr. Ratelband V founded WindShareFund and has served as its Managing Director since its inception in 2011. WindShareFund is a Netherlands-based investment company with a core goal of investing in a better environment and contributing to the transition to sustainable, green energy. Mr. Ratelband V founded RREG in September 2007, a Dutch investment advisory firm, and served as its Managing Director since then. Mr. Ratelband V founded and has served as the Managing Director of Climate Center Mariëndaal since January 2020, a sustainability hub to be realized in Oosterbeek, the Netherlands, with the goal to help accelerate the transition to cleaner energy, in partner with academic institutions and governments, but especially with high impact companies. Mr. Ratelband V spent more than a decade thoroughly researching the sustainable and viable investments in renewable assets in the European Union and beyond, together with renowned parties in his network such as Deutsche Windguard, AER and Görg. Mr. Ratelband V obtained a Bachelor’s degree in Business Administration from the HBO University in the Netherlands.


Abhishek Bawa, 39
Chief Financial Officer

He has 10 years of experience in developing, financing and owning renewable energy assets in Europe, North America, Asia and Africa with demonstrated success in deal structuring, transaction management, financial modelling, business valuation and project finance. He currently serves as a Partner at the Gluon Group. Prior to that, Mr. Bawa served as the Head of Business Development of Solarpack, a Spanish solar developer, from May 2019 to March 2021. Previously, from February 2012 to February 2019, he served as the Vice President of IL&FS Financial Services Ltd. and actively participated in considerable financing for infrastructure projects in Europe, the United Arab Emirates, China and India. Mr. Bawa was an Associate of the Transaction Advisory Group at Ernst and Young from October 2008 to October 2009, providing commercial and financial consultancy to the Indian renewable energy and power sector before becoming the Chief of Staff to the Chief Executive Officer at GMR International, a firm specializing in transportation and urban infrastructure financing from November 2009 to June 2011. He received a Master’s degree in Business Administration from Said Business School, University of Oxford and earned a certification in Project and Infrastructure Finance at the London Business School.


Board of Directors

Niels Brix, 48
Independent Director

He currently serves as the Chief Executive Officer of Valmont SM A/S, a Denmark based supplier of components for the wind turbine industry. He founded Recounsel ApS, a Danish business consulting firm and has served as its Principal since 2006. He also served as a board member of Procon Wind Energy A/S, a Denmark based company providing services primarily for the offshore wind sector, since February 2019. Mr. Brix served as the Head of Nordics & Baltics and Head of Special Projects from June 2020 to May 2021 and as the Head of Financial Advisory from June 2018 to October 2021 of K2 Management A/S, a Denmark based consultancy firm. He served as the Chief Commercial Officer and Vice President of Seatower A/S, a Norwegian based IP rights company and designer of foundations for offshore wind turbine installations from June 2012 to May 2018. Mr. Brix served as the Senior Vice President of Business Development of Skykon A/S, a Danish private equity firm focused on the wind energy industry, from 2007 to 2010. In 2005, he served as the Senior Manager and Counsel to Deloitte, a major international accounting firm, where he focused on mergers and acquisitions. He served as the Senior Manager and Counsel to Carlsberg Group, an international brewing company, from 2002 to 2004. Mr. Brix is an attorney-at-law admitted in Denmark. He holds a Master of Law degree from Aarhus University. He also completed management courses at Institut Européen d’Administration des Affaires.


Randolph Sesson, Jr., 57 [Resigned]
Independent Director

He is currently the Managing Partner of Blackbird Capital Partners Limited, a boutique financial advisory firm based in London, England which helps public and private companies and governments to raise debt and equity capital, undertake financial and operating restructurings and execute mergers and acquisitions, primarily in the infrastructure, transportation and oil and gas sectors. Prior to that, he served as the Senior Managing Director in London, Head of European Transportation and Transportation Infrastructure and Consultant of Evercore, a global investment banking advisory firm, from 2012 to 2016. Mr. Sesson, Jr. served as a Managing Director and Head of Transportation of Morgan Stanley in London from 2006 to 2012. He worked at Goldman Sachs for 17 years, with his final position being Managing Director and Head of European Transportation at its London offices from 2000 to 2006, and as an Associate and Vice President of Transport and Global Finance at its New York and Hong Kong offices from 1989 to 2000. Prior to that, Mr. Sesson, Jr. served as a Financial Analyst at Morgan Stanley in New York, in its real estate and Middle East coverage groups from 1984 to 1987. Mr. Sesson, Jr. has worked on a substantial number of blue-chip international transactions over the course of his career, including the IPO of UPS, the merger of British Airways and Iberia, the international airports investment platform of Singapore’s Changi Airports International arm, and the operational and financial restructurings of a number of airlines including SAS and TAAG. More recently he has worked on transactions involving ethane and helium extraction and logistics. Mr. Sesson, Jr. has an extensive network of corporate and financing contacts, especially in the infrastructure investing world. Currently, he serves as the Chairman of Sponsors for Educational Opportunity London, a UK-registered charity delivering mentoring, training and educational support to senior school and university age students.. He also serves as a Trustee of the aviation and motor racing- focused Brooklands Museum at Surrey, England. Mr. Sesson, Jr. obtained a Bachelor of Arts degree in History from Yale University in 1985, and a Master of Business Administration degree from Stanford Graduate School of Business in 1989.


Caroline Harding, 41 [Resigned]
Independent Director

She currently serves as the Director of Panthera International Cayman Limited, which provides private office services to high net worth individuals, since she founded it in May 2021. Ms. Harding also currently serves on the management of multiple special purposes acquisition companies, including the Director and Chief Financial Officer of Aurora Acquisition Corp. and its affiliates (Nasdaq: AURC) since October 2020, the Director of Aurora Acquisition II Corp. since October 2020 and the Director of Founders First Acquisition Corp. since March 2021. She currently serves as the Director of RX Diversified Portfolios since September 2020 and the Director of Fitzdares Limited since June 2019. From October 2017 to October 2019, Ms. Harding served as the Chief Financial Officer of the Weybourne Group, Sir James Dyson’s family office, managing a multi-billion pound portfolio which included the James Dyson Group Limited, and in connection of this role, she also served as the Director of multiple Weybourne related entities where she was responsible for significantly increasing the effectiveness of the operations. For the 9 years prior to Weybourne, Ms. Harding was the Financial Manager, CFO and Director of Exploration Capital, another single family office, with a particular focus on agricultural and development land in Latin America, and in connection with her role, she simultaneously served as the Chief Financial Officer of Gilo Industries Group Limited, an engineering firm, from September 2012 to July 2017. Ms. Harding qualified as a Chartered Accountant with Ernst & Young LLP and is a Member of the ICAS, a Member of the CISI, and a Member of the CFA Society United Kingdom. Caroline is also a CIMA Approved Director. She received her Bachelor of Science degree in Economics and Accounting from the University of Bristol in 2002.


Sean Kidney, 65
Independent Director

He served as the Chief Executive Officer of the Climate Bonds Initiative (CBI) since November 2021, an international non-governmental organization working to mobilize global capital for climate action. Mr. Kidney also currently serves as a Director of Climate Bond Services Ltd. in England and Wales since December 2018, Climate Bonds Initiative (Europe) ABSL in Belgium since July 2019 and Low Carbon World (Shanghai) Business Consulting Co. Ltd. in Shanghai, China, since March 2021. He is currently a member of many social organizations with sustainable development initiatives, including the French government’s Green Sovereign Bond Evaluation Council, the UK government’s Green Gilt Advisory Committee, the Board of Climate Transition Pathways, the Advisory Board of the UNDP-GEF Climate Aggregation Platform, the Finance Advisory Board, the Global Alliance for a Sustainable Planet, the European Advisory Board of the SMARTER Finance for Families initiative, FAST-Infra (Finance to Accelerate the Sustainable Transition — Infrastructure) and the European Commission’s Platform on Sustainable Finance. He has been a Professor in Practice at School of Oriental and African Studies at University of London since May 2020 and is a regular speaker on climate change and finance.


Dariusz Sliwinski, 62 [Appointed]
Independent Director

Mr. Sliwinski, age 62, has been serving as the Director of Institutional Product Development at Burj Financial Consultants since 2018, a director at Morningside Financial Ltd, a business consulting firm, since May 2022, and an independent director and advisor at Palmela Capital Limited, an investment fund, since February 2024. From 2021 to 2023, Mr. Sliwinski served as an advisor at the Untitled Ventures, a venture capital fund in the United Kingdom, providing oversight of fund and portfolio management including capital raising efforts and establishment of strategic partnerships. From 2017 to 2018, Mr. Sliwinski served as Chief Investment Officer and Head of Asset Management at Ubhar Capital, a private investment bank, leading the bank’s investment management practice. Mr. Sliwinski’s prior leadership positions in international hedge funds and alternative asset management firms provide a solid foundation of financial management decision making and complex due diligence expertise. Mr. Sliwinski holds a master’s degree in business administration from SDA Bocconi, Milan, a postgraduate European studies degree from University of Lodz and a master’s degree in electronic engineering from Lodz University of Technology.