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ClimateRock (CLRC) Appoints Dariusz Sliwinski to the Board of Directors

May 21, 2024 4:17 PM EDT

ClimateRock (NASDAQ: CLRC) (“ClimateRock” or the “Company”), a special purpose acquisition company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, announced today the appointment of Dariusz Sliwinski as an independent member to its Board of Directors, effective May 20, 2024. Concurrently, Mr. Sliwinski was appointed as a member and Chairman of the Audit Committee and to serve on the Company’s Special Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Mr. Sliwinski 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.

Per Regnarsson, Chief Executive Officer of ClimateRock, commented, “We are pleased to welcome Dariusz to our Board as an Independent Director and as a member of our Audit, Compensation, Nominating, Corporate Governance and Special Committees. Dariusz’s distinguished career in financial management spans a variety of global investment and asset management funds, encompasses deep familiarity and oversight of intricate global market financing structures, and illustrates a track record of facilitating broad public and private strategic partnerships providing a robust history of assets that will support the long-term strategic objectives of the combined company. We are fortunate to have Dariusz join our board during this transformational period. We are dedicated to the mission of developing our business into a lead innovator by forming an integrated value chain that provides a renewable energy solution.”

Mr. Sliwinski commented, “With my diverse experience in financial management and rigorous due diligence processes across specialty assets, I am honored to be recognized by the ClimateRock leadership team as someone who can assist ClimateRock in realizing its objectives and maximizing shareholder value. The business combination of ClimateRock and GreenRock represents a promising differentiated operating model. As GreenRock continues to make strides towards its public listing, the combined businesses present an opportunity to simplify the renewable energy sector with an end to end renewable energy solution creating operating efficiencies in a fragmented space and aligned with its mission to accelerate the next generation of renewable energy.”

On January 5, 2024, GreenRock announced an Agreement and Plan of Merger with ClimateRock (NASDAQ: CLRC), 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 Business Combination will require approval of the shareholders of ClimateRock and the shareholders of GreenRock and will be subject to the satisfaction of customary closing conditions.

The description of the Business Combination provided here is only a summary and should be considered as qualified in its entirety by the Business Combination Agreement. A copy of the Business Combination Agreement was filed as an exhibit to ClimateRock’s Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC’) on January 5, 2024, where the material terms of the Business Combination are disclosed.

Advisors

A.G.P./Alliance Global Partners is serving as financial advisor to GreenRock. Ellenoff Grossman & Schole LLP is acting as legal counsel to GreenRock.

Maxim Group LLC is serving as financial advisor to ClimateRock. ArentFox Schiff LLP is acting as legal counsel to ClimateRock.

Ogier (Cayman) LLP is acting as Cayman Islands legal counsel in respect of certain Cayman Islands matters relating to the Business Combination.



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