Filed by ClimateRock
Holdings Limited
Pursuant to Rule 425 under
the Securities Act of 1933, and
deemed filed pursuant to
Rule 14a-12 under the
Securities Exchange Act
of 1934
Subject Companies:
ClimateRock
(Commission
File No. 001-41363)
EEW
Eco Energy World PLC Announces Proposed NASDAQ Listing at a $650 Million Equity Value
Independent Global Developer of Solar Power
Projects to list via SPAC Combination
Svante Kumlin, Chief Executive and Founder
of EEW, said:
“Our mission is to support the world’s
journey to a net-zero future by driving the development of solar power. Solar power is now the cheapest form of electricity generation
and is forecast for a period of unprecedented growth driven by the global energy transition. Having successfully developed approximately
1.5 GW of solar power capacity and sold 21 utility-scale solar projects, we believe EEW is a strong player in this field.
“EEW expects to sell approximately a
further 2.0 GW over the next three years; this transaction will allow us to expand our project development pipeline and enter new growth
markets to enable EEW to benefit from the opportunity represented by forecast growth rates for solar power capacity expected to be up
to 42% of the total energy market by 2050. For EEW and solar power, we believe the future really is very bright.”
United Kingdom, October 7, 2022 –
EEW Eco Energy World PLC (“EEW” or “Company”),
an independent global developer of utility scale solar photovoltaic (PV) projects, announces that it plans to list on Nasdaq via a business
combination agreement with ClimateRock (the “Business Combination”). Upon the closing of the Business Combination, a newly
formed holding company will own ClimateRock and EEW (“Pubco”). EEW will continue to be led by Svante Kumlin, the founder and
chief executive officer, who has more than 14 years’ experience in the industry.
EEW develops utility-scale solar power projects
around the world for the generation of clean and renewable energy, having developed approximately 1.5 GW across mainland Europe, the UK
and Australia to date. EEW’s experienced and diverse team combines technical skills with a rigorous commercial mind-set, borne of
more than a decade in the industry. This blend of skills and experience enables EEW to drive value in the early stages of solar power
development, and ultimately for EEW’s customers.
EEW is focused on the non-subsidised solar PV
energy market and develops projects until they are at or near Ready to Build (“RTB”) status, at which point it seeks buyers
for the project through its established network which includes financial investors, infrastructure funds, private equity firms, large
utility players and oil and gas companies.
There is an unprecedented growth in demand for
solar projects forecast, with strong market drivers underpinned by the global energy transition. Solar power is now the cheapest utility-scale
energy source in the world and solar PV installations are expected to increase 6-fold by 2030, from 2018 levels.
About Eco Energy World
EEW is an independent global developer of utility
scale solar photovoltaic projects from greenfield to 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 significant experience in delivering successful turnkey
developments globally including green field development, technical design, construction, permitting, power purchase agreements and structured
financing.
EEW has a strong 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, EEW has assets under development in the UK, Spain, Sweden, Australia and Italy. For further information, please visit www.eew.solar.
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed Business Combination between EEW and ClimateRock
and Pubco, including statements regarding the benefits of the Business Combination, the anticipated timing of the completion of the Business
Combination, the services offered by EEW and the markets in which it operates, the expected total addressable market for the services
offered by EEW, the sufficiency of the net proceeds of the proposed Business Combination to fund EEW’s operations and business plan
and EEW’s projected future results. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking
statements in this document, including, but not limited to: (i) the risk that the Business Combination may not be completed in a timely
manner or at all; (ii) the risk that the Business Combination may not be completed by ClimateRock’s business combination deadline
and the potential failure to obtain an extension of the business combination deadline if sought by ClimateRock; (iii) the failure to satisfy
the conditions to the consummation of the Business Combination, including the adoption of the business combination agreement by the shareholders
of ClimateRock, the satisfaction of the minimum trust account amount following redemptions by ClimateRock’s public shareholders,
retaining a minimum amount of available cash and the receipt of certain governmental and regulatory approvals; (iv) the occurrence of
any event, change or other circumstance that could give rise to the termination of the business combination agreement; (v) the effect
of the announcement or pendency of the Business Combination on EEW’s business relationships, performance, and business generally;
(vi) risks that the Business Combination disrupts current plans and operations of EEW as a result; (vii) the outcome of any legal proceedings
that may be instituted against EEW, ClimateRock, Pubco or others related to the business combination agreement or the Business Combination;
(viii) the ability of Pubco to meet Nasdaq Stock Exchange listing standards at or following the consummation of the Business Combination;
(ix) the ability to recognize the anticipated benefits of Business Combination, which may be affected by a variety of factors, including
changes in the competitive and highly regulated industries in which EEW (and following the Business Combination, Pubco) operates, variations
in performance across competitors and partners, changes in laws and regulations affecting EEW’s business and the ability of EEW
and the post-combination company to retain its management and key employees; (x) the ability to implement business plans, forecasts, and
other expectations after the completion of the Business Combination; (xi) the risk that EEW (and following the Business Combination, Pubco)
will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xii) the
risk that Pubco experiences difficulties in managing its growth and expanding operations; (xiii) the risk of cyber security or foreign
exchange losses; (xiv) the effects of COVID-19 or other public health crises on the business and results of operations of EEW (and following
the Business Combination, Pubco) and the global economy generally; and (xv) costs related to the Business Combination. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the
“Risk Factors” section of ClimateRock’s Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy
statement/prospectus that will be filed by Pubco, and other documents filed by ClimateRock and Pubco from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and EEW and ClimateRock assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither EEW nor ClimateRock gives
any assurance that either EEW or ClimateRock will achieve its expectations.
Additional Information and Where to Find It
This press release relates to the Business Combination,
but does not contain all the information that should be considered concerning the Business Combination and is not intended to form the
basis of any investment decision or any other decision in respect of the transaction. Pubco intends to file with the SEC a registration
statement on Form F-4 relating to the transaction that will include a proxy statement of ClimateRock and a prospectus of Pubco. When available,
the definitive proxy statement/prospectus and other relevant materials will be sent to all ClimateRock shareholders as of a record date
to be established for voting on the Business Combination. ClimateRock and Pubco also will file other documents regarding the Business
Combination with the SEC. Before making any voting decision, investors and securities holders of ClimateRock are urged to read the registration
statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with
the Business Combination as they become available because they will contain important information about ClimateRock, EEW and the Business
Combination.
Investors and securities holders will be able
to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by ClimateRock
and Pubco through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by ClimateRock and Pubco may be obtained
free of charge from ClimateRock’s website at https://www.climate-rock.com/or by contacting its Chief Financial Officer, Abhishek
Bawa, c/o ClimateRock, 50 Sloane Avenue, London, SW3 3DD, United Kingdom, at +44 203 954 0590 or at info@climate-rock.com.
Participants in the Solicitation
ClimateRock, the Pubco and EEW and their respective
directors and officers may be deemed to be participants in the solicitation of proxies from ClimateRock’s shareholders in connection
with the Business Combination. Information about ClimateRock’s directors and executive officers and their ownership of ClimateRock’s
securities is set forth in ClimateRock’s filings with the SEC, including ClimateRock’s final prospectus in connection with
its initial public offering, which was filed with the SEC on April 29, 2022. To the extent that such persons’ holdings of ClimateRock’s
securities have changed since the amounts disclosed in ClimateRock’s final prospectus in connection with its initial public offering,
such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the names and interests in the Business Combination of ClimateRock’s and EEW’s respective directors and officers
and other persons who may be deemed participants in the Business Combination may be obtained by reading the proxy statement/prospectus
regarding the Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and shall not constitute
an offer to sell or a solicitation of an offer to buy the securities of ClimateRock, Pubco or EEW, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Enquiries
E.E.W. Eco Energy World PLC |
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Via FTI Consulting |
Svante Kumlin, Chief Executive Officer |
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Kaveh Ertefai, Chief Financial Officer |
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Reza Ghanei, Chief Commercial Officer |
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FTI Consulting LLP (PR Advisors) |
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+44 (0) 203 727 1000 |
Ben Brewerton / Dhruv Soni / Kelly Smith |
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eew@fticonsulting.com |
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