Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related


          Audit Report or Completed Interim Review.

On December 20, 2022, the audit committee of the board of directors of ClimateRock, a Cayman Islands exempted company (the "Company"), concluded, after discussion with the Company's management, that the Company's unaudited financial statements as of September 30, 2022 contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022 (the "10-Q"), should no longer be relied upon due to certain errors made in the recording and accruing of certain expenses for such reporting period.

During the fiscal quarter ended September 30, 2022, the Company incurred certain legal expenses with two vendors in connection with the Business Combination Agreement that was entered into on October 6, 2022 with Eco Energy World PLC (the "EEW"). Such services were delivered throughout the third quarter of 2022, but the fees were not properly recorded in accordance with U.S. Generally Accepted Accounting Principles. This resulted in a misstatement of the previously reported balances included in the 10-Q.

In view of the above, the Company's Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon their re-evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective during the period of time the error described above persisted, due to a material weakness in internal controls over financial reporting in the Company's accrual process. In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company's unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Company plans to restate the financial statements identified above in the Company's Quarterly Report on Form 10-Q/A to be filed with the SEC as soon as practicable. Management intends to implement remediation steps to improve its disclosure controls and procedures and its internal controls over financial reporting. Specifically, management intends to work closely with its financial advisors to ensure balances being recorded at each period end represent the accurate amounts the Company owes.

The Company's management discussed the above disclosed matters with the Company's independent registered public accounting firm, UHY LLP ("UHY"). UHY was provided with a copy of the disclosures made herein and was given the opportunity to review these disclosures.


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