SC 13G 1 ea173409-13gunsdg_climate.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

CLIMATEROCK

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G2311X 100

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

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Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. G2311X 100

1.	Names of Reporting Persons U.N. SDG Support LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

1,968,750 ⁽¹⁾

Shared Voting Power

Sole Dispositive Power

1,968,750 ⁽¹⁾⁽²⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,750 ⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 19.8%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) OO

CUSIP G2311X 100

1.	Names of Reporting Persons Charles Ratelband
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Netherlands

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

0 ⁽⁴⁾

Shared Voting Power

1,968,750 ⁽¹⁾

Sole Dispositive Power

0 ⁽⁴⁾

Shared Dispositive Power

1,968,750 ⁽¹⁾⁽²⁾

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,750 ⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 19.8%⁽²⁾⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

(1)

See Item 4. These are the Issuer’s Class B ordinary shares, which will automatically convert into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-263542). Charles Ratelband is the managing members of U.N. SDG Support LLC (the “Sponsor”). Consequently, he may be deemed the beneficial owner of the shares held by the Sponsor and share voting and dispositive control over such securities.

(2)

Excludes 3,762,500 shares which may be purchased by exercising warrants that are not presently exercisable.

(3)

Based on 9,961,875 ordinary shares issued and outstanding as of December 21, 2022, including (i) 7,993,125 Class A ordinary shares issued and outstanding as of December 21, 2022, and (ii) assuming the conversion of all the 1,968,750 Class B ordinary shares held by the Sponsor.

Item 1(a).	Name of Issuer

	ClimateRock (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

50 Sloane Avenue

London, SW3 3DD, United Kingdom

Item 2(a).	Names of Persons Filing

	U.N. SDG Support LLC and Charles Ratelband (collectively, the “Reporting Persons”)

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

50 Sloane Avenue

London, SW3 3DD, United Kingdom

Item 2(c).	Citizenship

	U.N. SDG Support LLC is a limited liability company formed in Delaware. Charles Ratelband is a citizen of the Netherland.

Item 2(d).	Title of Class of Securities

	Class A ordinary shares, $0.0001 par value per share.

	The Class A ordinary shares are the class of ordinary shares of the Issuer registered pursuant to the Exchange Act. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).

Item 2(e).	CUSIP Number

	G2311X 100

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

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(a) Broker or Dealer registered under Section 15 of the Exchange Act.

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(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

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(d) Investment company registered under Section 8 of the Investment Company Act.

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(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

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(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

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(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

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(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

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(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

	☐	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

	Not applicable

Item 4.	Ownership

	The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

	As of December 31, 2022, the Sponsor may be deemed to beneficially own 1,968,750 of the Issuer’s Class B ordinary shares, representing 20% of the total Class A ordinary shares issued and outstanding and assuming the conversion of all the Class B ordinary shares of the Reporting Persons. The Class B ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-263542).

	The percentage of Class A ordinary shares held by the Reporting Persons is based on 7,993,125 Class A ordinary shares issued and outstanding as of December 21, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q, as amended and filed with the Commission on December 21, 2022 and assuming the conversion of all the 1,968,750 Class B ordinary shares held by the Sponsor.

	The Sponsor is the record holder of the Class B ordinary shares reported herein. Charles Ratelband is the managing members of the Sponsor. Consequently, he may be deemed the beneficial owner of the Class B ordinary shares held by the Sponsor and share voting and dispositive control over such securities. Mr. Ratelband disclaims any beneficial ownership of the reported Class B ordinary shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

Item 10.	Certification

	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2023

	U.N. SDG SUPPORT LLC, a Delaware limited liability company

	By:	/s/ Charles Ratelband
	Name:	Charles Ratelband
	Title:	Managing Member

	/s/ Charles Ratelband
	Charles Ratelband

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

SEC Form SC 13G filed by ClimateRock