CLIMATEROCK : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The Loan Agreement with Eternal BV

On January 29, 2023, ClimateRock (the "Company") entered into a loan agreement with Eternal BV (the "Lender"), in the principal amount of up to $50,000, on an unsecured basis and bearing no interest (the "Loan"). The Loan is available to be drawn down from January 29, 2023 to March 31, 2023 and its maturity date is March 31, 2025. As of January 29, 2023, the Loan has been fully drawn down.

The Lender is controlled by Charles Ratelband V, the Company's Executive Chairman of the Board. Each member of the Company's Board has been informed of Mr. Ratelband V's material interest in the loan agreement, and upon the approval and recommendation of the Company's Audit Committee, the Board has determined that the Loan is fair and in the best interests of the Company and has voted to approve the Loan.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K with respect to the Loan is incorporated by reference in this Item 2.03.

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