Sec Form 4 Filing - Ratelband Charles V @ ClimateRock - 2023-03-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ratelband Charles V 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 (Last) (First) (Middle) CLIMATEROCK, 50 SLOANE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2023 (Street) LONDON, X0SW3 3DD 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Ordinary Shares 03/31/2023 C 1,968,749 ( 1 ) A 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ratelband Charles V CLIMATEROCK 50 SLOANE AVENUE LONDON, X0SW3 3DD X X Executive Chairman U.N. SDG Support LLC 50 SLOANE AVENUE LONDON, X0SW3 3DD X Signatures /s/ Charles Ratelband, Authorized Signatory for U.N. SDG Support LLC 04/11/2023 Signature of Reporting Person Date /s/ Charles Ratelband 04/11/2023 Signature of Reporting Person Date

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.

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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