Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 24, 2023, in accordance with the provisions of a binding agreement
that provides for the transfer of control (the "Transaction") of Noble Rock
Sponsor, LLC (the "Sponsor") to Meteora Special Opportunity Fund i, LP,
GenGlobal Noble LLC and Singh Capital Partners LLC and respective affiliates
(collectively, "Certain Existing Investors"), Whitney A. Bower and Peter Low
agreed that they would resign their positions as chief executive officer and
chief financial officer, respectively, of Noble Rock Acquisition Corp. (the
"Company") subject to and to be effective upon consummation of the Transaction.
In addition, Mr. Bower, Mr. Low, David Lang and Michael D. Alter each agreed to
resign as directors of the Company subject to and effective upon consummation of
the Transaction. Aemish Shah will become chief executive officer and remain as a
director. It is anticipated that the Transaction will close on or about January
31, 2023.
Item 8.01 Other Events
On January 24, 2023, Certain Existing Investors in the Sponsor entered into a
binding agreement with other existing investors to withdraw entirely from the
Sponsor or significantly reduce their ownership levels in order to effect a
change in control of the Sponsor. In addition to the change in management and
the board of the Company as disclosed in Item 5.02 hereof, and in connection
with the consummation of the Transaction, the Company's name will be changed.
As previously announced, the Company postponed the date of its extraordinary
general meeting from January 25, 2023 to January 27, 2023 and extended the
deadline by which shareholders may seek redemption of their Class A ordinary
shares to 5:00 p.m., Eastern time on January 25, 2023.
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