Exhibit 4.2


 


RIGHTS AGREEMENT


 


This Rights Agreement (this
“Agreement”) is made as of April 27, 2022 between ClimateRock, a Cayman Islands exempted company, with offices at 50 Sloane
Avenue, London, SW3 3DD, United Kingdom (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).


 


WHEREAS, the Company is engaged
in a public offering (“Public Offering”) of 7,500,000 units (or up to 8,625,000 units if the underwriters’ over-allotment
option is exercised in full), each unit (“Unit”) comprised of one Class A Ordinary Share with par value $0.0001 per share
of the Company (“Class A Ordinary Share”), one-half of one redeemable warrant and one right to receive one-tenth of one Class
A Ordinary Share, subject to adjustment, upon the happening of the triggering event described herein (“Right”), and, in connection
therewith, will issue and deliver up to 7,500,000 Rights (or up to 8,625,000 Rights if the underwriters’ over-allotment option is
exercised in full) to the public investors; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-263542 (“Registration
Statement”), and related Prospectus (“Prospectus”) for the registration, under the Securities Act of 1933, as amended
(“Act”), of, among other securities, the Rights and the Class A Ordinary Shares issuable to the holders of the Rights; and


 


WHEREAS, the Company desires
the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration,
transfer and exchange of the Rights; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation
of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on
behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Rights Agent. The
Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Rights.


 


2.1. Form of Right.
Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are
incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer and
the Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature
has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Effect of Countersignature.
Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be
exchanged for Class A Ordinary Shares.


 


2.3. Registration.


 


2.3.1. Right Register.
The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of
transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of
the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the
Company.


 






     


     


    

 


2.3.2. Registered Holder.
Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in
whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right
and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone
other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4. Detachability
of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the earlier to occur
of: (i) the 52nd day following the date of the Prospectus or (ii) the announcement by Maxim Group, LLC, as representative of the
underwriters in the Public Offering, of its intention to allow separate earlier trading, except that in no event will the securities comprising
the Units be separately tradeable until the Company files a Current Report on Form 8-K with the SEC which includes an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering and the Company issues a press release and files
a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin.


 


3. Terms and Exchange of Rights


 


3.1. Rights. Each
Right shall entitle the holder thereof to receive one-tenth of one Class A Ordinary Share upon the happening of an Exchange Event (defined
below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Class A Ordinary Shares upon
an Exchange Event as the purchase price for such Class A Ordinary Shares has been included in the purchase price for the Units. In no
event will the Company be required to net cash settle the Rights or issue fractional Class A Ordinary Shares.


 


3.2. Exchange Event.
An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination (as defined in the
Company’s Amended and Restated Memorandum and Articles of Association).


 


3.3. Exchange of Rights.


 


3.3.1. Issuance of Class
A Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights
to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered
holder of such Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names
as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares.
Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required
to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would
otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the
Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum
and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner
permitted by the Act and the Amended and Restated Memorandum and Articles, which would include the rounding down of any entitlement to
receive Class A Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being
entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional
entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment
may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that
value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.


 


3.3.2. Valid Issuance.
All Class A Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Amended and Restated Memorandum and
Articles of Association of the Company shall be validly issued, fully paid and nonassessable.


 






    2


     


    

 


3.3.3. Date of Issuance.
Each person in whose name any such certificate or book-entry position for Class A Ordinary Shares is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such
certificate or entry of position.


 


3.3.4 Company Not Surviving
Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the
definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the Class A Ordinary
Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1 above. If the Company
does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will be required to affirmatively
convert his/her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon
consummation of the Exchange Event. In such a case, each holder of a Right will be required to indicate his, her or its election to convert
the Rights into underlying shares as well as to return the original certificates evidencing the Rights to the Company.


 


3.5 Duration of Rights.
If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles
of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4. Transfer and Exchange of Rights.


 


4.1. Registration
of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon
surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall
be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon
request.


 


4.2. Procedure for
Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and
thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights
so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer
bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel such
Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that
such transfer may be made and indicating no restrictive legend is required.


 


4.3. Fractional Rights.
The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right
Certificate for a fraction of a Right.


 


4.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Rights.


 


4.5. Right Execution
and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent,
will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose. 


 


5. Other Provisions Relating to Rights
of Holders of Rights.


 


5.1. No Rights as
Shareholder. Until exchange of a Right for Class A Ordinary Shares as provided for herein, a Right does not entitle the registered
holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter. 


 


5.2. Lost, Stolen,
Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the
surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any
such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Right shall be at any time enforceable by anyone.


 






    3


     


    

 


5.3. Reservation of
Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Class A
Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6. Concerning the Rights Agent and Other
Matters.


 


6.1. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect
of the issuance or delivery of Class A Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any
transfer taxes in respect of the Rights or such Class A Ordinary Shares.


 


6.2. Resignation,
Consolidation, or Merger of Rights Agent.


 


6.2.1. Appointment of
Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from
all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the
Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights
Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his,
her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with
like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such
successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor
Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


  


6.2.2. Notice of Successor
Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights
Agent and the transfer agent for the Class A Ordinary Shares not later than the effective date of any such appointment.


 


6.2.3. Merger or Consolidation
of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement
without any further act.


 


6.3. Fees and Expenses
of Rights Agent.


 


6.3.1. Remuneration.
The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2. Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing
of the provisions of this Agreement.


 






    4


     


    

 


6.4. Liability of
Rights Agent.


 


6.4.1. Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement
signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


6.4.2. Indemnity.
The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6
below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of
the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3. Exclusions.
The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Class A Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether
any Class A Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


6.5. Acceptance of
Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth.


 


6.6 Waiver. The
Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


7. Miscellaneous Provisions.


 


7.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


7.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to
or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Company with the Rights Agent), as follows:


 


ClimateRock


50 Sloane Avenue

London, SW3 3DD, United Kingdom

Attn: Per Regnarsson, Chief Executive Officer and Director


 






    5


     


    

 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:


 


Continental Stock Transfer & Trust
Company


One State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy to:


 


Ellenoff Grossman & Schole, LLP


1345 Avenue of the Americas,


New York, NY 10105


Attn: Jessica Yuan, Esq.


 


and


 


ArentFox Schiff LLP


1717 K Street NW


Washington, DC 20006


Attn: Ralph V. De Martino, Esq. and
Cavas Pavri, Esq.


 


and


 


Maxim Group LLC


300 Park Ave


16th Floor


New York, NY 10022


Attn: Justin Rabinowitz


  


7.3. Applicable Law and
Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
(i) the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any
other claim for which the federal district courts of the United States of America are the sole and exclusive forum, and (ii) unless the
Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall,
to the full extent permitted by law, be the exclusive form for the resolution of any complaint asserting a cause of action arising under
the Securities Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest
in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the
subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State
of New York or the United States District Court for the Southern District of New York (a “Foreign Action”) in the name of
any Rights holder, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts
located within the State of New York or the United States District Court for the Southern District of New York in connection with any
action brought in any such court to enforce the forum provisions (an “Enforcement Action”), and (y) having service of process
made upon such warrant holder in any Enforcement Action by service upon such warrant holder’s counsel in the Foreign Action as agent
for such warrant holder.


 


7.4. Persons Having
Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered
holders of the Rights and, for the purposes of Sections 7.4 and 7.8 hereof, Maxim Group LLC, any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Maxim Group LLC shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and Maxim Group LLC with respect to the
Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions of this Section
7.4 may not be modified, amended or deleted without the prior written consent of Maxim Group LLC.


 






    6


     


    

 


7.5. Examination of
the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the
Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any
such holder to submit his, her or its Right for inspection by it.


 


7.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


7.7. Effect of Headings.
The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


7.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder (i) for the purpose of curing any ambiguity,
or curing, correcting or supplementing any mistake, including to conform the provisions of this Agreement to the description of the terms
of the Rights and this Agreement set forth in the Prospectus, or any defective provision contained herein or (ii) for the purpose of adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments
shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this
Section 7.8 may not be modified, amended or deleted without the prior written consent of Maxim Group LLC.


 


7.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




    7


     


    


 


IN WITNESS WHEREOF, this Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	ClimateRock
	 	 	 
	 	By:	 /s/ Per Regnarsson
	 	 	Name:	Per Regnarsson
	 	 	Title:	Chief Executive Officer


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


	 	By:	 /s/ Steven Vacante
	 	 	Name: Steven Vacante
	 	 	Title:  Vice President


 


[Signature Page to Right Agreement]


 


 


8