Form 8-K ClimateRock For: Jul 07

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July 21, 2026 4:05 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 7, 2026

ClimateRock

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41363		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

25 Bedford Square

London, WC1B 3HH, United Kingdom

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +44 730 847 5096

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2026, ClimateRock, a Cayman Islands exempted company (the “Company”), received notice from Mr. Niels Brix, an independent director of the Company, of his decision to resign as a member of the Company’s board of directors and all committees thereof, effective immediately. Mr. Brix had been an independent director of the Company since December 2021. The resignation of Mr. Brix was due to a lapse in the Company’s insurance coverage for its directors and officers (“D&O), as further described in Mr. Brix’s resignation letter attached hereto as Exhibit 17.1. The Company has restored its D&O insurance coverage effective as of July 7, 2026.

The Company has provided Mr. Brix with a copy of the disclosures under this Item 5.02 and has provided him with an opportunity to furnish a letter stating whether he agrees with such statements and, if not, in which respects in which he does not agree. To the extent the Company receives any such letter, it will file the letter as an exhibit by an amendment to this Current Report within two business days after receipt.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
17.1		Resignation Letter of Niels Brix.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.