300 Carnegie Center, Suite 150
Princeton, New Jersey
08540
(Address of principal executive offices)
(Zip Code)
(212) 847-0360
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ No ☐
The registrant’s Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, began trading on the New York Stock Exchange on September 30, 2020. Prior to that date, the
registrant’s Units were not traded on any national securities exchange or in the over-the-counter market. Commencing November 20, 2020, holders of the Units were permitted to elect to separately trade the Class A common stock and warrants included
in the Units. As of December 31, 2020, the last business day of the registrant’s most recently completed fourth fiscal quarter, the aggregate market value of voting and non-voting shares of Class A common stock held by non-affiliates of the
registrant was approximately $246.3 million, determined using the per share closing price on the New York Stock Exchange on that date of $10.71. Shares of Class A common stock held by each director and executive officer (and their respective
affiliates) and each person who owns 10 percent or more of the outstanding shares of common stock or who is otherwise believed by the registrant to be in a control position have been excluded. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of March 29, 2021, 23,000,000 shares of Class A common stock and 5,750,000 shares of Class B common stock of the registrant were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Additional Information
Descriptions of agreements or other documents in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or the other documents filed or incorporated
herein by reference as exhibits. Please see “Item 15. Exhibits and Financial Statement Schedules” in this report for a complete list of those exhibits.
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CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “CRIS,” “we,” “us” or “our” refer to Climate Change Crisis Real Impact I Acquisition Corporation.
In this Annual Report on Form 10-K, unless otherwise stated or unless the context otherwise requires:
“Business Combination Agreement” means that business combination agreement entered into on January 21, 2021 by and among CRIS, SPAC Sub and the EVgo Parties.
“Class A common stock” means Class A common stock of CRIS, par value $0.0001 per share.
“Class B common stock” means Class B common stock of CRIS, par value $0.0001 per share.
“common stock” means Class A common stock and Class B common stock.
“DGCL” means the General Corporation Law of the State of Delaware.
“EVgo” means HoldCo and its subsidiaries.
“EVgo Parties” means OpCo, HoldCo and Holdings.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“founder shares” means the 5,750,000 shares of Class B common stock collectively held by the initial stockholders.
“HoldCo” means EVgo HoldCo, LLC, a Delaware limited liability company.
“Holdings” means EVgo Holdings, LLC, a Delaware limited liability company.
“Holdings Class B Shares” means 198,500,000 shares of Class B common stock (such number of shares of Class B common stock equal to the number of Holdings OpCo
Units).
“Holdings OpCo Units” means 198,500,000 OpCo Units.
“initial stockholders” means the Sponsor, Mary Powell, Richard, L. Kauffman, Mimi Alemayehou, Anne Frank-Shapiro, Daniel Gross, Amir Chireh Mehr and Stephen
Moch.
“IPO” means CRIS’s initial public offering of units consummated on October 2, 2020.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“Issued OpCo Units” means such number of OpCo Units equal to the number of shares of Class A common stock issued and outstanding after giving effect to the
proposed business combination and the PIPE.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“NYSE” means The New York Stock Exchange.
“OpCo” means EVGO OPCO, LLC, a Delaware limited liability company.
“OpCo A&R LLC Agreement” means the amended and restated limited liability company agreement of OpCo to be entered into in connection with the closing of
the proposed business combination.
“OpCo Units” means the equity interests of OpCo.
“PIMCO” means Pacific Investment Management Company LLC.
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“PIMCO private funds” means the members of the Sponsor that are affiliated with PIMCO, collectively.
“PIPE” means the proposed sale of 40,000,000 shares of Class A common stock to the investors in the PIPE, for a purchase price of $10.00 per share and an
aggregate purchase price of $400.0 million, in a private placement.
“private placement warrants” means the 6,600,000 warrants purchased by the Sponsor in a private placement simultaneously with the closing of the IPO, each of
which is exercisable for one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, generating gross proceeds of $6.6 million.
“proposed business combination” means the transactions contemplated by the Business Combination Agreement.
“public shares” means the shares of Class A common stock included in the units sold by CRIS in its IPO.
“public stockholder” means a holder of public shares.
“public warrants” means the 11,500,000 redeemable warrants sold as part of the units in the IPO.
“redemption rights” means the rights of stockholders to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the
Trust Account.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“SPAC Sub” means CRIS Thunder Merger LLC, a Delaware limited liability company.
“Sponsor” means CRIS’s sponsor, Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability company.
“Trust Account” means the trust account established in connection with the IPO.
“units” means the units of CRIS, each consisting of one share of Class A common stock and one half of one redeemable warrant of CRIS, with each such public
warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.
“warrant agreement” means the Warrant Agreement, dated September 29, 2020, between CRIS and Continental Stock Transfer & Trust Company.
“working capital loan” means each loan the Sponsor, an affiliate of the Sponsor, or certain of CRIS’s officers and directors or their affiliates may, but are
not obligated to, loan CRIS funds as may be required in order to finance transaction costs in connection with an initial business combination.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
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The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this report entitled “Risk
Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.