8-K
EVgo Inc. (EVGO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of report (Date of earliest event reported):May 27, 2021
CLIMATE CHANGE CRISIS REAL IMPACT I ACQUISITIONCORPORATION(Exact Name of Registrant as Specified in Charter)
| Delaware(State or other jurisdiction<br><br>of incorporation) | 001-39572(Commission File Number) | 85-2326098(I.R.S. Employer<br><br>Identification Number) |
|---|---|---|
| 300 Carnegie Center, Suite 150Princeton, NJ(Address of principal executive offices) | 08540(Zip code) | |
| --- | --- |
(212) 847-0360(Registrant’s telephone number, including area code)
Not Applicable(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | CLII.U | New York Stock Exchange |
| Shares of Class A common stock included as part of the units | CLII | New York Stock Exchange |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | CLII WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
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. ☐
Item 8.01. Other Events.
On May 27, 2021, Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (“CRIS”), issued a press release reminding its stockholders to vote in favor of the approval of CRIS’s proposed business combination with EVgo HoldCo, LLC, a Delaware limited liability company (the “Company”) and EVGO OPCO, LLC, a Delaware limited liability company (together with the Company, “EVgo”) and the related proposals to be voted upon at CRIS’s virtual special meeting scheduled to be held on June 29, 2021.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information and Where to Find It
In connection with the proposed business combination between EVgo and CRIS and related transactions (the “Proposed Transactions”), CRIS has filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), which was distributed to holders of CRIS’s common stock in connection with CRIS’s solicitation of proxies for the vote by CRIS’s stockholders with respect to the Proposed Transactions and other matters as described in the Proxy Statement. Investors and security holders and other interested parties are urged to read the Proxy Statement, and any amendments thereto and any other documents filed with the SEC carefully and in their entirety because they contain important information about CRIS, EVgo and the Proposed Transactions. Investors and security holders may obtain free copies of the Proxy Statement and other documents filed with the SEC by CRIS through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Climate Change Crisis Real Impact I Acquisition Corporation, 300 Carnegie Center, Suite 150, Princeton, New Jersey 08540.
Participants in the Solicitation
CRIS and EVgo and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Transactions. Information about the directors and executive officers of CRIS and EVgo is set forth in the Proxy Statement. Stockholders, potential investors and other interested persons should read the Proxy Statement carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K that are not historical facts may constitute forward-looking statements are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this Current Report on Form 8-K, regarding CRIS’s proposed business combination with EVgo, CRIS’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the respective management of CRIS and EVgo and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of CRIS or EVgo. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of CRIS or EVgo is not obtained; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to EVgo; the amount of redemption requests made by CRIS’s stockholders; the overall level of consumer demand for EVgo’s products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of EVgo’s customers; EVgo’s ability to implement its business strategy; changes in governmental regulation, EVgo’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to EVgo’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; stability of EVgo’s suppliers, as well as consumer demand for its products, in light of disease epidemics and health-related concerns such as the COVID-19 pandemic; the impact that global climate change trends may have on EVgo and its suppliers and customers; EVgo’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, CRIS’s information systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products as well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. More information on potential factors that could affect CRIS’s or EVgo’s financial results is included from time to time in CRIS’s public reports filed with the SEC, as well as the Proxy Statement that CRIS has filed with the SEC in connection with CRIS’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or CRIS’s or EVgo’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither CRIS nor EVgo presently know, or that CRIS and EVgo currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect CRIS’s and EVgo’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. CRIS and EVgo anticipate that subsequent events and developments will cause their assessments to change. However, while CRIS and EVgo may elect to update these forward-looking statements at some point in the future, CRIS and EVgo specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing CRIS’s or EVgo’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Press release dated May 27, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: May 27, 2021
| CLIMATE CHANGE CRISIS REAL IMPACT I ACQUISITION CORPORATION | ||
|---|---|---|
| By: | /s/ John A. Cavalier | |
| Name: | John A. Cavalier | |
| Title: | Chief Financial Officer |
Exhibit 99.1
Climate Change Crisis Real Impact I AcquisitionCorporation and EVgo Announce Filing of Definitive Proxy Statement and the June 29, 2021 Special Meeting to Approve Business Combination
May 27, 2021 04:30 PM Eastern Daylight Time
NEW YORK--(BUSINESSWIRE)-– Climate Change Crisis Real Impact I Acquisition Corporation (NYSE: CLII) (“CRIS”), a publicly-traded specialpurpose acquisition company, announced today that CRIS’s definitive proxy statement (“Proxy Statement”) relating tothe previously announced business combination with EVgo HoldCo, LLC (“EVgo”), the nation’s largest public fast chargingnetwork for electric vehicles (EVs) and first powered by 100% renewable electricity, has been filed with the U.S. Securities and ExchangeCommission on May 27, 2021.CRIS has commencedmailing of the Proxy Statement which contains a notice and voting instruction form or a proxy card relating to the special meeting ofthe CRIS stockholders (the “Special Meeting”) to CRIS stockholders of record as of the close of business on May 19, 2021.The Special Meeting to approve the pending businesscombination is scheduled to be held on June 29, 2021 at 10:00 a.m. Eastern Time. The Special Meeting will be conducted completely virtually,and can be accessed via live webcast at https://www.cstproxy.com/climatechangecrisisrealimpacti/2021. If the proposals at the SpecialMeeting are approved, the parties anticipate that the business combination will close shortly thereafter, subject to the satisfactionor waiver, as applicable, of all other closing conditions.Every stockholder's vote is important, regardlessof the number of shares held. Accordingly, CRIS requests that each stockholder complete, sign, date and return a proxy card (online orby mail) as soon as possible and by no later than 10:00 a.m. Eastern Time on June 29, 2021, to ensure that the stockholder's shares willbe represented at the Special Meeting. Stockholders which hold shares in “street name” (i.e. those stockholders whose sharesare held of record by a broker, bank or other nominee) should contact their broker, bank or nominee to ensure that their shares are voted.If any individual CRIS stockholder has not receivedthe Proxy Statement, such stockholder should (i) confirm his or her Proxy Statement’s status with his or her broker or (ii) contactMorrow Sodali LLC, CRIS's proxy solicitor, for assistance via e-mail at CLII.info@investor.morrowsodali.com or toll-free call at (800)662-5200. Banks and brokers can place a collect call to Morrow Sodali at (203) 658-9400.CRIS expects to provide stockholders with additionalinformation on how stockholders may vote their shares held in “street name” on its website in the coming days, and CRIS expectsto publish a subsequent press release once the website is live.Important Information and Where to Find ItIn connection with the proposed business combinationbetween EVgo and CRIS and related transactions (the “Proposed Transactions”), CRIS has filed the Proxy Statement with theSEC, which was distributed to holders of CRIS’s common stock in connection with CRIS’s solicitation of proxies for the voteby CRIS’s stockholders with respect to the Proposed Transactions and other matters as described in the Proxy Statement. Investorsand security holders and other interested parties are urged to read the Proxy Statement, and any amendments thereto and any other documentsfiled with the SEC carefully and in their entirety because they contain important information about CRIS, EVgo and the Proposed Transactions.Investors and security holders may obtain free copies of the Proxy Statement and other documents filed with the SEC by CRIS through thewebsite maintained by the SEC at http://www.sec.gov, or by directing a request to: Climate Change Crisis Real Impact I Acquisition Corporation,300 Carnegie Center, Suite 150, Princeton, New Jersey 08540. The information contained on, or thatmay be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, thispress release. Participants in the SolicitationCRIS and EVgo and their respective directors andcertain of their respective executive officers and other members of management and employees may be considered participants in the solicitationof proxies with respect to the Proposed Transactions. Information about the directors and executive officers of CRIS and EVgo is set forthin the Proxy Statement. Stockholders, potential investors and other interested persons should read the Proxy Statement carefully beforemaking any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.Forward Looking StatementsCertain statements in this press release thatare not historical facts may constitute forward-looking statements are forward-looking statements for purposes of the safe harbor provisionsunder the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by wordssuch as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicatefuture events or trends or that are not statements of historical matters. All statements, other than statements of present or historicalfact included in this press release, regarding CRIS’s proposed business combination with EVgo, CRIS’s ability to consummatethe transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combinedcompany’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects,plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identifiedin this press release, and on the current expectations of the respective management of CRIS and EVgo and are not predictions of actualperformance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must notbe relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstancesare difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control ofCRIS or EVgo. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or impliedby forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, politicaland legal conditions; the inability of the parties to successfully or timely consummate the business combination, including the risk thatany regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combinedcompany or the expected benefits of the business combination or that the approval of the stockholders of CRIS or EVgo is not obtained;failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial informationwith respect to EVgo; the amount of redemption requests made by CRIS’s stockholders; the overall level of consumer demand for EVgo’sproducts; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatilityin the global currency, capital, and credit markets; the financial strength of EVgo’s customers; EVgo’s ability to implementits business strategy; changes in governmental regulation, EVgo’s exposure to litigation claims and other loss contingencies; disruptionsand other impacts to EVgo’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implementedin response; stability of EVgo’s suppliers, as well as consumer demand for its products, in light of disease epidemics and health-relatedconcerns such as the COVID-19 pandemic; the impact that global climate change trends may have on EVgo and its suppliers and customers;EVgo’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, CRIS’sinformation systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted productsas well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks.More information on potential factors that could affect CRIS’s or EVgo’s financial results is included from time to time inCRIS’s public reports filed with the SEC, as well as the Proxy Statement that CRIS has filed with the SEC in connection with CRIS’ssolicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination.If any of these risks materialize or CRIS’s or EVgo’s assumptions prove incorrect, actual results could differ materiallyfrom the results implied by these forward-looking statements. There may be additional risks that neither CRIS nor EVgo presently know,or that CRIS and EVgo currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-lookingstatements. In addition, forward-looking statements reflect CRIS’s and EVgo’s expectations, plans or forecasts of future eventsand views as of the date of this press release. CRIS and EVgo anticipate that subsequent events and developments will cause their assessmentsto change. However, while CRIS and EVgo may elect to update these forward-looking statements at some point in the future, CRIS and EVgospecifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon asrepresenting CRIS’s or EVgo’s assessments as of any date subsequent to the date of this press release. Accordingly, unduereliance should not be placed upon the forward-looking statements. No Offer or SolicitationThis press release shall not constitute an offer to sell or the solicitationof an offer to buy any securities.About CRISCRIS is a special-purpose acquisition company(“SPAC”) formed to identify and acquire a scalable company making significant contributions to the fight against the climatecrisis. CRIS is co-sponsored by private funds affiliated with Pacific Investment Management Company LLC (“PIMCO”), which hasmore than $640 billion in sustainability investments across its portfolios. CRIS is led by a seasoned operations and leadership team thathas decades of experience at the intersection of climate change and capitalism, and includes veterans from NRG, Credit Suisse, GeneralElectric and Green Mountain Power. For more information, please visit www.climaterealimpactsolutions.com/.About EVgoEVgo is the nation’s largest public fastcharging network for electric vehicles, and the first to be powered by 100% renewable energy. With more than 800 fast charging locations,EVgo’s charging network serves over 65 metropolitan areas across 34 states, owns and operates the most public fast charging locationsin the US. and serves more than 250,000 customers. Founded in 2010, EVgo leads the way on transportation electrification, partnering withautomakers; fleet and rideshare operators; retail hosts such as hotels, shopping centers, gas stations and parking lot operators; andother stakeholders to deploy advanced charging technology to expand network availability and make it easier for drivers across the U.S.to enjoy the benefits of driving an EV. As a charging technology first mover, EVgo works closely with business and government leadersto accelerate the ubiquitous adoption of EVs by providing a reliable and convenient charging experience close to where drivers live, workand play, whether for a daily commute or a commercial fleet. EVgo’s parent company is LS Power, a New York-headquartered development,investment and operating company focused on leading edge solutions for the North American power and energy infrastructure sector. On January22, 2021, EVgo announced that it entered into a definitive business combination agreement with CRIS (NYSE: CLII). For more informationvisit evgo.com and lspower.com.Contacts:CRISFor Investors:Dan Grossdan.gross@climaterealimpactsolutions.comFor Media:Isaac SteinmetzDirector of Media Relationscris@antennagroup.com646-883-3655EVgoFor Investors:EVgoIR@icrinc.comFor Media:EVgoPR@icrinc.comLS PowerSteven ArabiaDirector, Government Affairs & Media Relationssarabia@lspower.com609-212-3857