Exhibit 4.6


 


	NUMBER	RIGHTS


 


	 	R


 


CLIMATEROCK


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


RIGHT


 


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP [_______]


 


THIS CERTIFIES THAT, for value received


 


_____________is the registered holder of a right
or rights (the “Right” or “Rights,” respectively) to receive one-tenth of one Class A ordinary share, par value
$0.0001 per share (“Ordinary Shares”), of ClimateRock (the “Company”) for each Right evidenced by this Right Certificate
on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial
public offering (“Prospectus”) upon surrender of this Right Certificate pursuant to the Rights Agreement (the “Rights
Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “Rights Agent”). In no event
will the Company be required to net cash settle any Right.


 


Upon liquidation of the Company
in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Right(s) shall expire and be worthless.
The holder of a Right or Rights shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon due presentment for
registration of transfer of the Right Certificate at the office or agency of the Rights Agent a new Right Certificate or Right Certificates
of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate,
without charge except for any applicable tax or other governmental charge.


 


The Company and the Rights
Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


Holders of a Right or Rights are not entitled
to any of the rights of a shareholder of the Company.


 


Dated:


	 	 	 
	Secretary	[Corporate Seal]	Chairman of the Board
	 	2022	 


 


The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM -	as tenants in common	UNIF GIFT MIN ACT-

_____Custodian_____
	TEN ENT -	as tenants by the entireties	(Cust) (Minor)
	JT TEN -	as joint tenants with right of survivorship

and not as tenants in common Act	under Uniform Gifts to Minors Act _____________ (State)


 


Additional Abbreviations may also be used though
not in the above list.


 






     


     


    

 


CLIMATEROCK


 


The Company will furnish without
charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Rights
Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.


 


For value received,___________________________
hereby sell, assign and transfer unto


 


	PLEASE INSERT SOCIAL

 SECURITY OR OTHER

 IDENTIFYING NUMBER OF

 ASSIGNEE	 
	 	 
	 	 
	 


 


	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 
	 
	 


Rights represented by the within Certificate, and do hereby irrevocably
constitute and appoint


________________________________________________________________________________________
Attorney to transfer the said Rights on the books of the within named Company will full power of substitution in the premises.


 


	Dated	 	 


 


	 	 	 
	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


Signature(s) Guaranteed:


	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).