SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ratelband Charles V

(Last)

(First)

(Middle)

CLIMATEROCK

50 SLOANE AVENUE

(Street)

LONDON

SW3 3DD

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ClimateRock [ CLRCU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	03/31/2023		C		1,968,749⁽¹⁾	A	⁽¹⁾	1,968,749⁽¹⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾	03/31/2023		C⁽¹⁾			1,968,749	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	1,968,749	⁽¹⁾	1	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Ratelband Charles V

(Last)

(First)

(Middle)

CLIMATEROCK

50 SLOANE AVENUE

(Street)

LONDON

SW3 3DD

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

U.N. SDG Support LLC

(Last)

(First)

(Middle)

50 SLOANE AVENUE

(Street)

LONDON

SW3 3DD

(City)

(State)

(Zip)

Explanation of Responses:

1. Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of the issuer are convertible into an equal number of Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), of the issuer and have no expiration date. On March 31, 2023, the reporting person elected to convert 1,968,749 of its Class B Ordinary Shares into shares of Class A Ordinary Shares.

2. The securities reported herein are held of record by U.N. SDG Support LLC (the "Sponsor"). Charles Ratelband, a director and executive chairman of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Ratelband may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Ratelband disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Charles Ratelband, Authorized Signatory for U.N. SDG Support LLC	04/11/2023
	/s/ Charles Ratelband	04/11/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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