Per Regnarsson
About Per Regnarsson
Per Regnarsson, 58, is ClimateRock’s Chief Executive Officer and a director since December 2021. He holds an MSc Sloan Fellowship from London Business School and has over 15 years in sustainable energy investing and corporate finance across Europe and North America . ClimateRock is a SPAC with no operating revenues; during his tenure the company extended its business combination deadline and was delisted to OTC Pink, with Class A shares at $12.10 on Oct 8, 2025 and a contemporaneous redemption value of ~$12.43 per share; Trust Account balance was ~$5.57 million as of Oct 7, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gluon Capital Ltd. & Gluon Group subsidiaries | Director/Managing Partner | Ongoing (current) | Forms, seeds, and invests in sustainable energy and mobility businesses globally |
| EV Hub Ltd. | Chairman | Ongoing (current) | Electric vehicle infrastructure strategy and oversight |
| Marine2o Ltd. | Director | Ongoing (current) | Green hydrogen development initiatives |
| Impactirr Alliance Ltd. | Founding Advisory Partner | Since Oct 2019 | Renewable energy advisory in India |
| K2 Management | Associate Partner | Oct 2018–Feb 2020 | Renewable energy financial advisory |
| Opus Corporate Finance LLP | Partner | May 2018–Jan 2019 | Private equity and corporate finance projects |
| Palmetto Group | Executive Board Member & CIO | Aug 2014–Mar 2016 | Clean energy private equity investments |
| CWC Biofuels A/S | Founder, Acting CEO & Director | Mar 2011–Mar 2018 | Energy firm financing and operations |
| Clean World Capital | Co-founder & Managing Partner | Jul 2008–Jul 2014 | Sustainability-focused private equity investments |
| Better Energy A/S | Shareholder & Executive Chairman | Sep 2012–Mar 2015 | Solar PV development and governance |
| Various banks (Danske Bank, Chase, Moody’s, JPM, Merrill Lynch) | Investment banking/corporate finance roles | 1990–2014 | Capital markets and advisory across energy/transport sectors |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gluon Capital Ltd. | Director/Managing Partner | Current | Active leadership in sustainable energy ventures |
| EV Hub Ltd. | Chairman | Current | EV infrastructure |
| Marine2o Ltd. | Director | Current | Green hydrogen producer |
| Impactirr Alliance Ltd. | Founding Advisory Partner | Since Oct 2019 | Renewable energy advisory |
Fixed Compensation
| Component | Terms | Amounts Disclosed | Notes |
|---|---|---|---|
| Officer cash salary | Not paid pre-business combination | $0 | No cash compensation to officers prior to de-SPAC |
| Administrative Services Agreement (assigned to Gluon Group) | $10,000/month for office space, utilities, admin support | $39,187 paid; $304,941 accrued (as of Dec 31, 2024) | Gluon is affiliated; Per Regnarsson is Managing Partner |
Performance Compensation
| Metric / Trigger | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Transaction Success Fee to Gluon | N/A | Close of business combination(s) ≥$400M agg. purchase price | Not disclosed | Up to $250,000 cash | On transaction closing |
| Financing Fee to Gluon (Debt) | N/A | Company financing introduced by Gluon | Not disclosed | 2.0% of debt gross proceeds | On closing of financing |
| Financing Fee to Gluon (Equity/Equity-linked/Convertible) | N/A | Company financing introduced by Gluon | Not disclosed | 5.0% of equity gross proceeds | On closing of financing |
Notes:
- Officers (including CEO) receive no cash compensation pre-merger; compensation to the Gluon affiliate creates an indirect incentive to close any business combination and financings, not tied to operating performance (revenue, EBITDA, TSR) .
Equity Ownership & Alignment
| Holder | Shares Owned | % of Outstanding | Vested vs Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Per Regnarsson | 0 | 0.00% | N/A | Not disclosed |
| U.N. SDG Support LLC (Sponsor; managed by Charles Ratelband V) | 1,968,749 Class A; 1 Class B | 77.65% | Founder shares subject to restrictions; not redeemable | Not disclosed |
Additional alignment considerations:
- Public redemption value ~$12.43 per share (Oct 7, 2025), with market price $12.10 on Oct 8, 2025, reflecting trust-driven valuation rather than operating performance .
- Sponsor, officers and directors have waived liquidation rights on founder shares; founder economics create strong incentive to complete a combination rather than liquidate .
Employment Terms
- Employment agreements, severance, and change-of-control terms: Not disclosed for Per Regnarsson .
- Clawback policy adopted Oct 2, 2023 in compliance with SEC and Nasdaq rules for recovery of erroneously awarded incentive compensation for covered officers upon restatement .
- Insider Trading Policy (Apr 27, 2022) in force; no Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements adopted or terminated by directors or officers during Q4 2024 .
Board Governance
- Board Service: CEO and Director at ClimateRock; expected to serve on Pubco board post-GreenRock combination .
- Committees:
- Audit Committee: Members—Dariusz Sliwinski (Chair), Sean Kidney, Niels Brix; Per is not a member .
- Compensation Committee: Members—Sliwinski, Kidney, Brix (Chair) .
- Nominating & Corporate Governance Committee: Members—Sliwinski, Kidney, Brix (Chair) .
- Independence: Brix, Kidney, Sliwinski are independent; Per (CEO/Director) is non‑independent .
- Dual-role and independence issues:
- Conflicts disclosed in GreenRock transaction: Per is CEO of both ClimateRock and GreenRock; Special Committee of disinterested directors formed to negotiate due to conflicts also involving Sponsor and affiliated asset sellers; neither Per nor Executive Chairman served on the Special Committee .
Director Compensation
- Pre‑business combination: No director retainers or fees disclosed; only administrative services paid to Gluon affiliate; officers/directors reimbursed for out‑of‑pocket expenses .
- Post‑combination: Directors/officers may be paid by the combined company; amounts to be determined by post‑merger board/compensation committee .
Related Party & Incentive Structure Analysis
- Administrative services and accrued fees payable to Gluon Group (affiliated with Per) .
- Success/financing fee entitlements to Gluon create potential pay-for-deal (not pay-for-performance) incentives .
- Sponsor loans (Eternal BV, controlled by Executive Chairman) and extension notes outstanding (e.g., Seventh Eternal Loan outstanding $1.788 million as of June 24, 2025; multiple Eternal loans and extension notes) elevate pressure to consummate a business combination to repay related-party obligations .
- Control environment: Disclosure controls found ineffective due to related-party transaction approval/disclosure deficiencies; management taking steps to remediate .
Capital & Market Context
| Metric | 2023 | 2024 | 2025 (YTD/context) |
|---|---|---|---|
| Trust Account balance ($) | $28.51M (Dec 31) | $29.38M (Dec 31) | ~$5.57M (Oct 7) |
| Redemptions (shares; $/share) | 5,297,862; ~$10.43 | 111,915; ~$11.37 | 2,016,792; ~$12.23 |
| Listing status | Nasdaq | Nasdaq | Delisted; quoted on OTC Pink (CLRCF); suspension Apr 10, 2025 |
Risk Indicators & Red Flags
- Nasdaq delisting to OTC Pink; reduced liquidity and institutional interest .
- Going concern: Cash balance $14,384 and working capital deficit of $5.75M as of Dec 31, 2024 raise substantial doubt absent a business combination .
- High concentration of voting power: Sponsor/insiders collectively ~77.65% of shares; can approve extension proposals even with minimal quorum, potentially misaligned with public holders .
- Conflicts of interest: Dual CEO role at both SPAC and target; affiliate transaction fees; Special Committee formation acknowledges material conflicts .
- Control weaknesses: Related-party transactions not timely identified/approved/disclosed; remediation ongoing .
Investment Implications
- Alignment risk: With no disclosed equity ownership by Per and fee-based incentives to Gluon upon deal closing/financing, compensation levers favor consummating any transaction over long-term operating performance; Special Committee mitigates but does not eliminate conflicts .
- Liquidity and execution risk: OTC Pink quotation and extensive redemptions shrink trust capital base, increasing reliance on external financing (which triggers Gluon fees) and raising deal completion risk .
- Governance and controls: Ineffective disclosure controls around related-party transactions and concentrated sponsor control heighten risk of shareholder-unfriendly outcomes; presence of clawback policy is positive but largely irrelevant pre-merger without performance-based comp .
- Near-term catalyst: Extension proposals and the GreenRock business combination prospects; escrow release conditions tied to GreenRock’s Adjusted EBITDA may support post-merger value if targets are met, but they do not directly align executive pay with operating outcomes at ClimateRock .