ClimateRock-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or For the transition period fromto Commission file number:001-41363 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may bedeemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 28, 2024, thelast business day of the registrant’s most recently completed second fiscal quarter, as reported on The Nasdaq Stock Market LLC was$29,682,688.5. As of June 25, 2025, there were2,535,305Class A Ordinary Shares, par value $0.0001 per share, andoneClass B Ordinary Share, parvalue $0.0001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PAGEPART I1Item 1.Business.1Item 1A.Risk Factors.27Item 1B.Unresolved Staff Comments.31Item 1C.Cybersecurity.31Item 2.Properties.31Item 3.Legal Proceedings.31Item 4.Mine Safety Disclosures.31PART II32Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.32Item 6.[Reserved]33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.33Item 7A.Quantitative and Qualitative Disclosures About Market Risk.42Item 8.Financial Statements and Supplementary Data.42Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.42Item 9A.Controls and Procedures.42Item 9B.Other Information.43Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.43PART III44Item 10.Directors, Executive Officers and Corporate Governance.44Item 11.Executive Compensation.50Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.51Item 13.Certain Relationships and Related Transactions, and Director Independence.53Item 14.Principal Accountant Fees and Services.57PART IV58Item 15.Exhibit and Financial Statement Schedules.58Item 16.Form 10-K Summary.58SIGNATURES62i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27Aof the Securities Act (as defined below) and Section 21E of th