Charles Ratelband V
About Charles Ratelband V
Executive Chairman of ClimateRock (CLRC) and controlling manager of its sponsor (U.N. SDG Support LLC). A Dutch citizen with a decade-long track record founding and leading WindShareFund (Netherlands) focused on financing wind assets in Germany; education and age not disclosed in public filings. His incentives are primarily via sponsor founder equity and related-party financings/fees; no company salary/bonus disclosures were found. CLRC’s performance metrics (TSR, revenue/EBITDA growth) are not applicable pre-business-combination; CLRC was delisted from Nasdaq to OTC in April 2025 while pursuing the GreenRock merger extension .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ClimateRock (CLRC) | Executive Chairman | Not disclosed | Leads board and sponsor alignment during de-SPAC process |
| U.N. SDG Support LLC (CLRC Sponsor) | Sole managing member; 90% economic interest | Not disclosed | Controls 1,968,749 founder shares and 1 Class B; effective control of ~43% voting power at 4.55M shares out |
| WindShareFund (NL) | Founder; Managing Director | “since creation (ten years)” | Launched several debt vehicles investing in German wind turbines |
External Roles
No additional public-company directorships or committee roles disclosed beyond CLRC. Prior/other roles include founding/managing WindShareFund (private) .
Fixed Compensation
No base salary, target/actual bonus, or traditional executive perquisites for Ratelband were disclosed in CLRC filings. CLRC pays an affiliate (Gluon) a $10,000 monthly administrative services fee; Gluon’s managing partner is CLRC’s CEO (Per Regnarsson), not Ratelband .
Performance Compensation
While no PSU/RSU/option awards are disclosed for Ratelband personally, two transaction-contingent arrangements create pay-for-deal-closing incentives:
| Incentive | Metric / Trigger | Target/Terms | Payout / Economics | Vesting/Timing |
|---|---|---|---|---|
| Sponsor founder equity (via U.N. SDG Support LLC he controls) | Close a business combination; avoid liquidation | 1,968,749 founder shares + 1 Class B outstanding at 4,552,098 total shares | Founder shares worth ~$29.63M at $12.02 as of 4/14/25 vs $25k cost; zero if liquidated | |
| Gluon success and financing fees (company obligation) | Successful business combination or financing introduced by Gluon | Up to $250k success fee; 2% debt fee; 5% equity/equity-linked fee | Paid on deal close/financing; creates close-deal bias at company level (benefits CEO’s firm) |
Equity Ownership & Alignment
| Holder (beneficial) | Securities | Amount | % of outstanding | Notes |
|---|---|---|---|---|
| U.N. SDG Support LLC (Sponsor); controlled by Charles Ratelband V | Class A (founder shares) | 1,968,749 | 43.25% | Plus 1 Class B share outstanding; Ratelband is sole managing member and ~90% economic owner of Sponsor |
| U.N. SDG Support LLC (Sponsor) | Private Placement Warrants | 3,762,500 | N/A | Purchased for $3.7625M; expire worthless if no combination |
Additional alignment/pressure indicators:
- Founder shares go to zero on liquidation; creates strong closing incentive relative to public shareholders .
- No pledging/hedging disclosures were found in reviewed filings.
Employment Terms
No executive employment agreement, severance, non-compete, non-solicit, garden leave, or change-in-control terms for Ratelband were disclosed in CLRC’s filings reviewed. Any post-merger lock-ups are to be negotiated at closing (GreenRock requires mutually agreed lock-up agreements for Sponsor/holders) .
Board Governance & Director Service
- Role and independence: Executive Chairman and controlling manager of Sponsor; not independent. Sponsor, officers, and directors collectively controlled ~43.25% of votes as of April 17, 2025, able to approve extension proposals with minimum quorum, raising independence and minority protection concerns .
- Committee memberships/chair roles: Not disclosed.
- Board attendance: Not disclosed.
- Lead Independent Director / executive sessions: Not disclosed.
- Dual-role implications: As Executive Chair and Sponsor controller (and Eternal BV controller lending to CLRC), Ratelband has material economic incentives to complete a deal even if terms are less favorable to public shareholders (founder shares, private warrants, and loans not repaid upon liquidation) .
Equity Ownership & Financing Pressure (Detail)
| Item | Counterparty | Amount / Terms | Maturity / Timing | Implications |
|---|---|---|---|---|
| Eternal Loans (Working Capital) | Eternal BV (controlled by Ratelband) | ~$3.08M drawn, unsecured, 0% interest | Matures June 30, 2025 | Not payable from trust if liquidate; strengthens deal-closing incentive |
| Extension Promissory Notes | Sponsor | Up to $1.5M aggregate; $1.30M outstanding at 12/31/24 | Due at business combination or liquidation (outside trust) | Not repaid if no deal; adds incentive to extend/close |
| Extension Loans (Third Extension) | Sponsor | $7,500 per month May–Nov 2025; ~$45k if 6 months | Deposited monthly into trust | Slightly increases per-share redemption but adds sponsor exposure |
Related Party Transactions (Conflict Scan)
| Transaction | Terms | Status |
|---|---|---|
| Administrative Services (Gluon) | $10,000/month office/admin services (assigned to Gluon by Sponsor) | Ongoing |
| Gluon Engagement Letter | Success fee up to $250k on business combination; financing fees (2% debt; 5% equity/equity-linked) | Approved by Audit Committee/Board; payable on close |
| Eternal BV Loans | Seven unsecured, no-interest working-capital loans; $3.08M drawn | Mature 6/30/25; not payable from trust on liquidation |
Director Compensation
No cash/equity director retainer tables or equity grants disclosed for Ratelband in reviewed filings. Sponsor founder equity and private placement warrants represent primary economic exposure (indirect via Sponsor) .
Performance & Track Record
- Achievements: Founder/MD of WindShareFund with multiple closed wind-financing vehicles in Germany; broader renewable investment background. Company-level operating metrics for CLRC pre-merger are inapplicable; CLRC is a SPAC .
- Controversies/legal: None disclosed against Ratelband; CLRC reports no material litigation; company received Nasdaq delisting decision in April 2025 (now quoted on OTC) .
Risk Indicators & Red Flags
- Concentrated insider control (Sponsor + officers/directors ~43.25%) and ability to pass proposals with minimal quorum .
- Multiple conflict vectors: founder equity economics, Sponsor warrants, Eternal BV loans (controlled by Ratelband), and Gluon success/financing fees (CEO affiliate) .
- Listing risk: Nasdaq delisting to OTC on April 10, 2025; liquidity and perception impact until de-SPAC relisting (if consummated) .
- Regulatory friction: Heightened SPAC rules and PFIC considerations disclosed by CLRC .
Say‑on‑Pay & Compensation Peer Group
Not applicable for CLRC as a SPAC during the periods reviewed; no say‑on‑pay votes or compensation peer group disclosures were found .
Equity Ownership & Alignment (Summary Table)
| Metric | Value |
|---|---|
| Total shares outstanding (Apr 17, 2025) | 4,552,098 (4,552,097 Class A + 1 Class B) |
| Sponsor beneficial ownership | 1,968,749 Class A + 1 Class B (43.25%) |
| Sponsor private warrants | 3,762,500 (cost $3.7625M) |
| Ratelband control of Sponsor | Sole managing member; ~90% economic interest (CFIUS disclosure) |
Employment Terms
No contract/severance/change‑in‑control/clawback/ownership guidelines/pledging policies disclosed for Ratelband in reviewed filings. Any lock-ups to be set at GreenRock closing (required by merger conditions) .
Investment Implications
- Alignment vs. minority risk: Ratelband’s upside is dominated by founder equity/warrants and related-party loans that are impaired on liquidation, strongly biasing toward deal completion—even under less favorable terms for public holders. Investors should discount for potential conflicts and require robust independent governance at Pubco (GreenRock) post-close .
- Liquidity/listing: OTC trading post-delisting adds near-term liquidity risk; de‑SPAC relisting is contemplated at closing but not guaranteed .
- Process risk: Extensions to Nov 2, 2025 reduce liquidation risk but elongate timeline; monthly sponsor top-ups marginally increase redemption value (~$12.10 to ~$12.16 under full extension) .
- Net takeaway: High “deal-completion pressure” from founder/loan economics improves probability of a transaction but raises governance and alignment risks; monitor lock-ups, board independence, and related‑party fee governance at closing.
All citations: Executive Chair role/signatures ; sponsor control and beneficial ownership ; Eternal BV loans and amounts/maturity ; Sponsor extension notes ; Gluon fees ; administrative fee ; OTC delisting ; board control/quorum dynamics ; WindShareFund background .