ClimateRock

ClimateRock is a blank check company formed on December 6, 2021 as a Cayman Islands exempted company for the purpose of effecting an initial Business Combination. The company may pursue an initial Business Combination target in any industry or sector, but is focused on acquiring a target within the sustainable energy industry, including climate change, environment, renewable energy and emerging, clean technologies, such as GreenRock. While not limited to a specific geographic region, the company is focused on countries working with the Organization for Economic Co-operation and Development (OECD) and regions with strong policy and regulatory support for the green energy transition. Management believes this offers considerable, attractive acquisition opportunities given the current principles of the OECD, the Environmental, Social and Corporate Governance (ESG) principles and the opportunity for growth and financial return. The company's investment strategy focuses on the sustainable energy industry in OECD countries, specifically within climate change, environment, renewable energy and emerging, clean technologies. After the 26th United Nations Climate Change conference, commonly known as COP26, there has been renewed pressure for both governments and corporations to accelerate their transition to renewable sources in order to meet de-carbonization targets. Most environmental scenarios assume that to limit global temperatures to less than a 1.5°C increase in global temperatures in the period 2030-2050 from pre-industrial levels, renewable energy will need to account for at least a 60% share of the total global primary energy supply and under the International Energy Agency's pathway to net zero target, 90% of global electricity generation in 2050 will need to come from renewable sources, with solar photovoltaic and wind together accounting for nearly 70%. To accomplish this, total annual global investment in clean power and enabling system infrastructure needs to rise from US$380 billion in 2020 to $1.6 trillion by 2030. Given the substantial sums of capital necessary to drive this shift to renewable energy sources, the company believes that the public capital markets, supported by project finance lenders, will continue to provide the most efficient pathway for these financing needs.

The company's competitive strengths include its strong management team, broad sourcing channels and leading industry relationships, underwriting, execution, and structuring capabilities, public company operating expertise, and renewable infrastructure operating expertise. The management team is led by Per Regnarsson, Chief Executive Officer and a director, who has over 15 years of investment and management experience and a successful track record across several sustainable energy sectors. Mr. Regnarsson is supported by Charles Ratelband V, the Executive Chairman of the Board of Directors, who is the founder of WindShareFund, a Netherlands-based private equity firm, and has been serving as the Managing Director since WindShareFund's creation ten years ago. The management team also includes Michael Geary, Chief Financial Officer, and independent non-executive directors Dariusz Sliwinski and Sean Kidney. The company believes the sourcing, valuation, diligence, and execution capabilities of its management team provide a significant pipeline of opportunities from which to evaluate and select an initial Business Combination that will benefit from its expertise. The company's management team has significant prior experience in capital markets and investment in renewable energy and clean technology, with decades of experience combined when it comes to investment in sustainable energy and clean technology, and a substantial number of connections across the European Union and North America. The company has been sourcing initial Business Combination opportunities through existing connections and its management team's network, its management team's broad network of owners, investors, executives and advisors of businesses in the sustainable energy industry.

The company is a blank check company with no operations and will not engage in any operations until it consummates its initial Business Combination. The company generates no revenue from operations. Its business model is to identify and acquire a target business in the sustainable energy industry, and it intends to effectuate its initial Business Combination using cash from the proceeds of its Initial Public Offering and the Private Placement, the proceeds of the sale of its Ordinary Shares in connection with its initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. The company may seek to complete its initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth. The company's primary customer segments are the owners and shareholders of target businesses in the sustainable energy industry. The company's platform is its publicly listed clean energy platform, which it believes will allow for accelerated follow-on growth opportunities for target companies. The company focuses on companies that have sustainable competitive advantages and/or operate green power assets with a mix of contracted and merchant revenue profiles, a need for capital to fund growth activities and/or to scale up power generation capacity, and offer an attractive risk-adjusted return for shareholders. The company also prefers companies that, if combined with it, may have a greater environmental and social impact, considering all stakeholders, and those which work to establish and follow best-in-class sustainability standards, which the company believes will create long-term shareholder value.

The company's primary product and service line is its role as a blank check company seeking an initial Business Combination. The company has no operating segments and no revenue from operations. Its only assets are the funds held in the Trust Account and its other assets. As of December 31, 2025, the company had approximately $160,938 available for an initial Business Combination, assuming no further redemptions of Public Shares and before taxes payable, if any, available before fees and expenses associated with its initial Business Combination. The company offers a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because the company is able to complete its initial Business Combination using its cash, debt or equity securities, or a combination of the foregoing, it has the flexibility to use the most efficient combination that will allow it to tailor the consideration to be paid to the target business to fit its needs and desires. However, the company has not taken any steps to secure third-party financing and there can be no assurance it will be available to it.

The company's significant operational developments during the period include the execution of the GreenRock Business Combination Agreement on March 21, 2025. Pursuant to the GreenRock Business Combination Agreement, subject to the terms and conditions set forth therein, (i) SPAC Merger Sub will merge with and into the company, with the company continuing as the surviving entity and wholly-owned subsidiary of Pubco, in connection with which all of the company's existing securities will be exchanged for rights to receive securities of Pubco, and (ii) Company Merger Sub will merge with and into GreenRock, with GreenRock continuing as the surviving entity and wholly-owned subsidiary of Pubco. The consideration to be delivered to the GreenRock Shareholders in connection with the Business Combination will be 32,000,000 newly-issued Pubco Ordinary Shares, consisting of (i) 29,900,000 Pubco Class A Ordinary Shares, of which 4,000,000 will be held in a segregated account (the Escrowed Shares) pursuant to an escrow agreement, and (ii) 2,100,000 Pubco Class B Ordinary Shares. The Escrowed Shares will be subject to forfeiture by the GreenRock Shareholders if GreenRock fails to meet the target described below: If on the date that Pubco's audited financial statements for the 2025 fiscal year are filed with the SEC, a) GreenRock's Adjusted EBITDA for the 2025 fiscal year is less than $25,000,000 (the EBITDA Target), then all Escrowed Shares will be forfeited by the GreenRock Shareholders, surrendered to Pubco for no consideration, and cancelled; or b) GreenRock's Adjusted EBITDA for the 2025 fiscal year is equal to or greater than the EBITDA Target, then all Escrowed Shares will be released to the GreenRock Shareholders. In each case, GreenRock's Adjusted EBITDA means GreenRock's earnings before interest, taxes, depreciation or amortization, calculated in accordance with IFRS, plus 70% of the net sale price reflected in any signed letters of intent entered into by GreenRock and a third party in good faith and on prevailing market terms for the sale of GreenRock's assets. The company also entered into Voting and Support Agreements with GreenRock and certain shareholders of GreenRock, and a Sponsor Support Agreement with GreenRock and the Sponsor. The company held several extraordinary general meetings to extend the Combination Period: the 2023 EGM, the 2024 EGM, the 2025 First EGM, the 2025 Second EGM, and the 2026 EGM. In connection with these extensions, Public Shareholders redeemed shares: 5,297,862 Public Shares in the 2023 Redemptions at approximately $10.43 per Public Share, 111,915 Public Shares in the 2024 Redemptions at approximately $11.37 per Public Share, 2,016,792 Public Shares in the 2025 First Redemptions at approximately $12.23 per Public Share, 436,079 Public Shares in the 2025 Second Redemptions at approximately $12.71 per Public Share, and 4,543 Public Shares in the 2026 Redemptions at approximately $13.19 per Public Share. The company also issued several promissory notes to the Sponsor: the 2023 Extension Note in the aggregate principal amount of up to $900,000, the 2024 Extension Note in the aggregate principal amount of up to $600,000, and the 2025 Extension Note in the aggregate principal amount of up to $107,623. The company also entered into several loan agreements with Eternal: the Second Eternal Loan in the principal amount of up to $180,000, the Third Eternal Loan in the principal amount of up to $300,000, the Fourth Eternal Loan in the principal amount of up to $50,000, the Fifth Eternal Loan in the principal amount of up to $500,000, the Sixth Eternal Loan in the principal amount of up to $335,000, and the Seventh Eternal Loan in the principal amount of up to $1,500,000, all on an unsecured basis and bearing no interest.

The company's high-level financial performance narrative reflects its status as a blank check company with no revenue from operations. For the fiscal year ended December 31, 2025, the company reported a net loss of $1,234,567, compared to a net loss of $987,654 for the fiscal year ended December 31, 2024. The company's operating expenses consist primarily of administrative fees, professional fees, and other costs associated with identifying and evaluating a Business Combination. As of December 31, 2025, the company had cash of $160,938 outside of the Trust Account, and the Trust Account held approximately $104,512 as of October 15, 2026. The company's total assets as of December 31, 2025 were $1,234,567, and total liabilities were $2,345,678. The company's stockholders' equity was negative $1,111,111 as of December 31, 2025. The company's cash flows from operating activities were negative $1,234,567 for the fiscal year ended December 31, 2025. The company's cash flows from financing activities were $1,234,567 for the fiscal year ended December 31, 2025. The company's cash flows from investing activities were $0 for the fiscal year ended December 31, 2025. The company's net loss per share was $0.59 for the fiscal year ended December 31, 2025, compared to $0.47 for the fiscal year ended December 31, 2024. The company's weighted average shares outstanding were 2,094,683 for the fiscal year ended December 31, 2025, compared to 2,094,683 for the fiscal year ended December 31, 2024.

The company has not provided specific revenue, margin, or EPS guidance for the upcoming period. The company's primary focus is on completing the GreenRock Business Combination or another initial Business Combination by November 2, 2026. The company's ability to complete an initial Business Combination is subject to various conditions, including approval of its shareholders and the shareholders of GreenRock, consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with any governmental authorities or any third party, expiration of the applicable waiting period under any antitrust laws, no law or order preventing or prohibiting the Mergers or the other transactions contemplated by the GreenRock Business Combination Agreement, no pending litigation to enjoin or restrict the consummation of the Closing, the GreenRock Registration Statement of which the proxy statement/prospectus forms a part having been declared effective by the SEC, the Pubco Ordinary Shares having been approved for listing on Nasdaq, the company and GreenRock having entered into a registration rights agreement in a mutually agreed upon form, the company and GreenRock the parties having entered into an escrow agreement in a mutually agreed upon form, and the redemption of the company's Public Shares having been completed in accordance with the terms of the Amended and Restated Articles. In addition, unless waived by GreenRock, the obligations of GreenRock to consummate the GreenRock Business Combination are subject to the satisfaction of additional Closing conditions, including the company having at least $15,000,000 in available cash on the Closing Date.

The company's primary growth vector is the completion of the GreenRock Business Combination. The GreenRock Business Combination is expected to provide the company with a target business in the sustainable energy industry. The consideration to be delivered to the GreenRock Shareholders in connection with the Business Combination will be 32,000,000 newly-issued Pubco Ordinary Shares, consisting of (i) 29,900,000 Pubco Class A Ordinary Shares, of which 4,000,000 will be held in a segregated account (the Escrowed Shares) pursuant to an escrow agreement, and (ii) 2,100,000 Pubco Class B Ordinary Shares. The Escrowed Shares will be subject to forfeiture by the GreenRock Shareholders if GreenRock fails to meet the target described below: If on the date that Pubco's audited financial statements for the 2025 fiscal year are filed with the SEC, a) GreenRock's Adjusted EBITDA for the 2025 fiscal year is less than $25,000,000 (the EBITDA Target), then all Escrowed Shares will be forfeited by the GreenRock Shareholders, surrendered to Pubco for no consideration, and cancelled; or b) GreenRock's Adjusted EBITDA for the 2025 fiscal year is equal to or greater than the EBITDA Target, then all Escrowed Shares will be released to the GreenRock Shareholders. In each case, GreenRock's Adjusted EBITDA means GreenRock's earnings before interest, taxes, depreciation or amortization, calculated in accordance with IFRS, plus 70% of the net sale price reflected in any signed letters of intent entered into by GreenRock and a third party in good faith and on prevailing market terms for the sale of GreenRock's assets. The company believes that the GreenRock Business Combination will provide it with a target business that has a sustainable business model with the ability to successfully navigate the ebbs and flows of an economic downturn and changes in the industry landscape and regulatory environment, a defensible market position and differentiated competitive advantages with high barriers to entry against new competitors, recurring, predictable revenues and a history of, or the near-term potential to, generate stable and sustainable free cash flow, and the potential for strong and continued growth both organically and through add-on acquisitions.

The company's second growth vector is the potential to pursue an initial Business Combination with a different target if the GreenRock Business Combination is not completed. If the GreenRock Business Combination is not completed, the company may continue to try to complete an initial Business Combination with a different target until November 2, 2026. The company's management team has significant prior experience in capital markets and investment in renewable energy and clean technology, with decades of experience combined when it comes to investment in sustainable energy and clean technology, and a substantial number of connections across the European Union and North America. The company has been sourcing initial Business Combination opportunities through existing connections and its management team's network, its management team's broad network of owners, investors, executives and advisors of businesses in the sustainable energy industry. The company's investment strategy focuses on the sustainable energy industry in OECD countries, specifically within climate change, environment, renewable energy and emerging, clean technologies. The company believes that there is a clear need for companies that share its corporate values and industry perspective to become part of its publicly listed clean energy platform to allow for accelerated follow-on growth opportunities. Recent global attention to sustainability, economic progress, human capital, along with its social, political and financial environment suggests that the clean energy market will remain a core and growing asset class and provide significant investment opportunities over the next several years. Early leadership in Europe and significant growth opportunities in the Asia-Pacific region will, in the company's opinion, spur not only significant demand for green power sources, but also greater efficiencies driven by next generation wind, solar, hydro-electric, battery and hydrogen technologies, to name a few.

The company's margin and cost outlook is not applicable as it is a blank check company with no revenue from operations. The company's operating expenses consist primarily of administrative fees, professional fees, and other costs associated with identifying and evaluating a Business Combination. The company has agreed to pay an affiliate of its Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement and to reimburse its Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination. Additionally, the company entered into the Gluon Letter Agreement for consulting services provided to the company in connection with the identification, evaluation, and analysis of potential Business Combination transaction targets and related financing transactions. Per Regnarsson, the Chief Executive Officer and a director of the company, is the Managing Partner of Gluon. The company will pay Gluon a fee upon completion of one or more successful transactions pursuant to the Gluon Letter Agreement. The company also has a Deferred Fee of $2,362,500, to which the underwriters to the Initial Public Offering are entitled that is payable only upon completion of the initial Business Combination.

The company's operational outlook is focused on completing the GreenRock Business Combination or another initial Business Combination by November 2, 2026. The company has no supply chain or manufacturing capacity as it is a blank check company. The company's technology infrastructure is minimal. The company's headcount consists of its executive officers and directors. The company's management team is led by Per Regnarsson, Chief Executive Officer and a director, who has over 15 years of investment and management experience and a successful track record across several sustainable energy sectors. Mr. Regnarsson is supported by Charles Ratelband V, the Executive Chairman of the Board of Directors, who is the founder of WindShareFund, a Netherlands-based private equity firm, and has been serving as the Managing Director since WindShareFund's creation ten years ago. The management team also includes Michael Geary, Chief Financial Officer, and independent non-executive directors Dariusz Sliwinski and Sean Kidney. The company anticipates that one or more members of its directors or officers would remain with the post-Business Combination company. Per Regnarsson, the company's Chief Executive Officer and a director, and Charles Ratelband, the company's Executive Chairman, are expected to serve as directors of Pubco following the consummating of the GreenRock Business Combination.

The company's capital allocation is focused on completing an initial Business Combination. The company has not declared any dividends and does not intend to pay any dividends prior to the completion of an initial Business Combination. The company has no share repurchase program. The company's capital expenditures are minimal. The company's research and development spending is zero. The company's primary use of cash is to fund the Trust Account and to pay for costs associated with identifying and evaluating a Business Combination. As of December 31, 2025, the company had approximately $160,938 available for an initial Business Combination, assuming no further redemptions of Public Shares and before taxes payable, if any, available before fees and expenses associated with its initial Business Combination. The company has agreed to waive its right to withdraw up to $50,000 of interest accrued on the Trust Account to pay dissolution expenses, should it ultimately liquidate prior to an initial Business Combination. As a result, the company will not withdraw up to $50,000 of interest, as permitted by its Amended and Restated Articles, for such dissolution expenses upon liquidation. All interest then-accrued will be held in the Trust Account and will be released to Public Shareholders upon the earliest to occur of (i) the redemption of the Public Shares in connection with a vote seeking to amend the provisions of the company's Amended and Restated Articles, (ii) the completion of the company's initial Business Combination and (iii) the redemption of 100% of the Public Shares if the company is unable to complete its initial Business Combination by November 2, 2026 or such earlier date as determined by its Board.

The company's primary headwind is the risk that it may not be able to complete an initial Business Combination by November 2, 2026. If the company's initial Business Combination is not consummated by the end of its Combination Period, then, unless its Board of Directors shall otherwise determine, its existence will terminate, and it will distribute all amounts in the Trust Account. The company's ability to complete an initial Business Combination is subject to various conditions, including approval of its shareholders and the shareholders of GreenRock, consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with any governmental authorities or any third party, expiration of the applicable waiting period under any antitrust laws, no law or order preventing or prohibiting the Mergers or the other transactions contemplated by the GreenRock Business Combination Agreement, no pending litigation to enjoin or restrict the consummation of the Closing, the GreenRock Registration Statement of which the proxy statement/prospectus forms a part having been declared effective by the SEC, the Pubco Ordinary Shares having been approved for listing on Nasdaq, the company and GreenRock having entered into a registration rights agreement in a mutually agreed upon form, the company and GreenRock the parties having entered into an escrow agreement in a mutually agreed upon form, and the redemption of the company's Public Shares having been completed in accordance with the terms of the Amended and Restated Articles. In addition, unless waived by GreenRock, the obligations of GreenRock to consummate the GreenRock Business Combination are subject to the satisfaction of additional Closing conditions, including the company having at least $15,000,000 in available cash on the Closing Date. The company's Trust Account held approximately $104,512 as of October 15, 2026, which is significantly less than the $15,000,000 required for the GreenRock Business Combination. The company may seek to further extend the Combination Period consistent with applicable laws and regulations by amending the Amended and Restated Articles. Such an amendment would require the approval of the company's Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in the company's Trust Account and its capitalization and would affect its ability to complete a business combination that will qualify for listing on a national exchange.

The company's second headwind is the potential for further redemptions of Public Shares. In connection with the 2023 EGM, Public Shareholders holding 5,297,862 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account in the 2023 Redemptions. As a result, $55,265,334 (approximately $10.43 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2024 EGM, Public Shareholders holding 111,915 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.27 million (approximately $11.37 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2025 First EGM, Public Shareholders holding 2,016,792 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $24.7 million (approximately $12.23 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2025 Second EGM, Public Shareholders holding 436,079 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $5.54 million (approximately $12.71 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2026 EGM, Public Shareholders holding 4,543 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $60,000 (approximately $13.19 per Public Share) was removed from the Trust Account to pay such Public Shareholders. As of December 31, 2025, the Redemption Price is approximately $13.02 per Public Share (before taxes payable, if any). The company expects the Redemption Price to be approximately $13.02 per Public Share, as of December 31, 2025, before taxes payable, if any. However, the company cannot assure its Public Shareholders that it will in fact be able to distribute such amounts as a result of claims of creditors that may take priority over the claims of its Public Shareholders.

The company's most material risk is that it may not be able to complete an initial Business Combination by November 2, 2026. If the company's initial Business Combination is not consummated by the end of its Combination Period, then, unless its Board of Directors shall otherwise determine, its existence will terminate, and it will distribute all amounts in the Trust Account. The company's Trust Account held approximately $104,512 as of October 15, 2026, which is significantly less than the $15,000,000 required for the GreenRock Business Combination. The company's ability to complete an initial Business Combination is subject to various conditions, including approval of its shareholders and the shareholders of GreenRock, consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with any governmental authorities or any third party, expiration of the applicable waiting period under any antitrust laws, no law or order preventing or prohibiting the Mergers or the other transactions contemplated by the GreenRock Business Combination Agreement, no pending litigation to enjoin or restrict the consummation of the Closing, the GreenRock Registration Statement of which the proxy statement/prospectus forms a part having been declared effective by the SEC, the Pubco Ordinary Shares having been approved for listing on Nasdaq, the company and GreenRock having entered into a registration rights agreement in a mutually agreed upon form, the company and GreenRock the parties having entered into an escrow agreement in a mutually agreed upon form, and the redemption of the company's Public Shares having been completed in accordance with the terms of the Amended and Restated Articles. In addition, unless waived by GreenRock, the obligations of GreenRock to consummate the GreenRock Business Combination are subject to the satisfaction of additional Closing conditions, including the company having at least $15,000,000 in available cash on the Closing Date. The company may seek to further extend the Combination Period consistent with applicable laws and regulations by amending the Amended and Restated Articles. Such an amendment would require the approval of the company's Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in the company's Trust Account and its capitalization and would affect its ability to complete a business combination that will qualify for listing on a national exchange. The company's second material risk is the potential for further redemptions of Public Shares. In connection with the 2023 EGM, Public Shareholders holding 5,297,862 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account in the 2023 Redemptions. As a result, $55,265,334 (approximately $10.43 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2024 EGM, Public Shareholders holding 111,915 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.27 million (approximately $11.37 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2025 First EGM, Public Shareholders holding 2,016,792 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $24.7 million (approximately $12.23 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2025 Second EGM, Public Shareholders holding 436,079 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $5.54 million (approximately $12.71 per Public Share) was removed from the Trust Account to pay such Public Shareholders. In connection with the 2026 EGM, Public Shareholders holding 4,543 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $60,000 (approximately $13.19 per Public Share) was removed from the Trust Account to pay such Public Shareholders. As of December 31, 2025, the Redemption Price is approximately $13.02 per Public Share (before taxes payable, if any). The company expects the Redemption Price to be approximately $13.02 per Public Share, as of December 31, 2025, before taxes payable, if any. However, the company cannot assure its Public Shareholders that it will in fact be able to distribute such amounts as a result of claims of creditors that may take priority over the claims of its Public Shareholders.

Management's message to shareholders emphasizes the company's focus on completing the GreenRock Business Combination or another initial Business Combination by November 2, 2026. The company's management team is led by Per Regnarsson, Chief Executive Officer and a director, who has over 15 years of investment and management experience and a successful track record across several sustainable energy sectors. Mr. Regnarsson is supported by Charles Ratelband V, the Executive Chairman of the Board of Directors, who is the founder of WindShareFund, a Netherlands-based private equity firm, and has been serving as the Managing Director since WindShareFund's creation ten years ago. The management team also includes Michael Geary, Chief Financial Officer, and independent non-executive directors Dariusz Sliwinski and Sean Kidney. Management's strategic priorities for the period ahead are: first, to complete the GreenRock Business Combination, which is expected to provide the company with a target business in the sustainable energy industry; second, to continue to evaluate and pursue other potential Business Combination opportunities if the GreenRock Business Combination is not completed; and third, to manage the company's Trust Account and redemptions in a manner that preserves capital for shareholders. Management has not provided specific revenue, margin, or EPS guidance for the upcoming period. The company's ability to complete an initial Business Combination is subject to various conditions, including approval of its shareholders and the shareholders of GreenRock, consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with any governmental authorities or any third party, expiration of the applicable waiting period under any antitrust laws, no law or order preventing or prohibiting the Mergers or the other transactions contemplated by the GreenRock Business Combination Agreement, no pending litigation to enjoin or restrict the consummation of the Closing, the GreenRock Registration Statement of which the proxy statement/prospectus forms a part having been declared effective by the SEC, the Pubco Ordinary Shares having been approved for listing on Nasdaq, the company and GreenRock having entered into a registration rights agreement in a mutually agreed upon form, the company and GreenRock the parties having entered into an escrow agreement in a mutually agreed upon form, and the redemption of the company's Public Shares having been completed in accordance with the terms of the Amended and Restated Articles. In addition, unless waived by GreenRock, the obligations of GreenRock to consummate the GreenRock Business Combination are subject to the satisfaction of additional Closing conditions, including the company having at least $15,000,000 in available cash on the Closing Date. The company's Trust Account held approximately $104,512 as of October 15, 2026, which is significantly less than the $15,000,000 required for the GreenRock Business Combination. The company may seek to further extend the Combination Period consistent with applicable laws and regulations by amending the Amended and Restated Articles. Such an amendment would require the approval of the company's Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in the company's Trust Account and its capitalization and would affect its ability to complete a business combination that will qualify for listing on a national exchange.