8-K/A

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 8-K/A (Amendment No. 2)

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2021 ( July 1, 2021 )

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EVgo Inc.
(Exact name of registrant as specified in its charter)

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Delaware	****	001-39572	****	85-2326098
(State or other jurisdiction of<br>incorporation or organization)	​	(Commission File Number)	​	(I.R.S. Employer <br>Identification Number)

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11835 West Olympic Boulevard, Suite 900E<br>Los Angeles, California	****	90064
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number, including area code: ( 877 ) 494-3833

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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<br>Symbol(s)		Name of each exchange<br>on which registered
Shares of Class A common stock, $0.0001 par value	​	EVGO	​	Nasdaq Global Select Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	​	EVGOW	​	Nasdaq Global Select Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐ ​ ​

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​ Introductory Note

This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends the Current Report on Form 8-K of EVgo Inc., a Delaware corporation (the “Company”), filed on July 8, 2021 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).

This Amendment No. 2 is being filed in order to  include (i) the unaudited condensed consolidated financial statements of EVgo HoldCo, LLC, a Delaware limited liability company (“HoldCo”), as of June 30, 2021 and for the six months ended June 30, 2021 and 2020, (ii) the Management’s Discussion and Analysis of Financial Condition and Results of Operations of HoldCo for the three and six months ended June 30, 2021 and 2020, and (iii) the unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2021.

This Amendment No. 2 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including HoldCo, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.

Capitalized terms used but not defined herein have the meanings given in the Original Report.

Item 9.01.	Financial Statements and Exhibits.

**(a)**Financial statements of businesses acquired.

The unaudited condensed consolidated financial statements of HoldCo, as of June 30, 2021 and for the six months ended June 30, 2021 and 2020, and the related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of HoldCo for the six months ended June 30, 2021 and 2020.

**(b)**Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company as of June 30, 2021 and for the six months ended June 30, 2021 is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

**(d)**Exhibits.

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ExhibitNumber	Description
99.1	Unaudited consolidated financial statements of HoldCo as of June 30, 2021 and for the six months ended June 30, 2021 and 2020.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of HoldCo for the six months ended June 30, 2021 and 2020.
99.3	Unaudited Pro Forma Condensed Combined Financial Information of the Company as of June 30, 2021 and for the six months ended June 30, 2021.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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1

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​ SIGNATURES

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.

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​	EVgo Inc.<br><br>​
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Date: August 12, 2021	By:	/s/ Olga Shevorenkova
​	Name:	Olga Shevorenkova
​	Title:	Chief Financial Officer
​	​	(Principal Financial Officer)

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2

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Exhibit 99.1

EVgo HoldCo, LLC (Successor) and EVgo Services, LLC (Predecessor)

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Condensed Consolidated Balance Sheets

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​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​	****	2021		****	2020
​	​	(unaudited)		​	​	​
Assets		​		​	​
Current assets		​		​	​
Cash		$	1,040,046	​	$	7,914,150
Restricted cash	​	​	361,030	​	​	—
Accounts receivable, net	​		2,157,140	​		2,164,346
Accounts receivable, capital build	​		3,249,706	​		3,258,724
Deferred offering costs	​	​	7,215,869	​	​	3,071,282
Prepaid expenses and other current assets	​		2,858,797	​		3,563,021
Total current assets	​		16,882,588	​		19,971,523
Property and equipment, net	​		94,827,359	​		71,265,503
Intangible assets, net	​		63,661,371	​		67,956,371
Goodwill	​		22,111,166	​		22,111,166
Other assets	​		1,839,114	​		836,347
​	​	$	199,321,598	​	$	182,140,910
​	​	​	​	​	​	​
Liabilities and Members’ Equity	​			​
Current liabilities	​			​
Accounts payable	​	$	3,211,032	​	$	2,998,448
Payables to related parties	​		1,554,400	​		135,146
Accrued liabilities	​		20,315,881	​		10,945,013
Deferred revenue, current	​		2,962,647	​		1,653,042
Customer deposits	​		6,537,688	​		7,660,378
Note payable, related party	​		59,578,994	​		39,164,383
Capital-build, buyout liability	​		—	​		627,647
Other current liabilities	​		136,635	​		397,228
Total current liabilities	​		94,297,277	​		63,581,285
Deferred revenue, noncurrent	​		22,200,470	​		2,732,257
Capital-build liability, excluding buyout liability	​		17,086,501	​		17,387,686
Asset retirement obligations	​		10,271,676	​		8,801,806
Other liabilities	​		—	​		150,903
Total liabilities	​		143,855,924	​		92,653,937
Members’ equity	​		55,465,674	​		89,486,973
​	​	$	199,321,598	​	$	182,140,910

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The accompanying notes are an integral part of these condensed consolidated financial statements. 1

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EVgo HoldCo, LLC (Successor) and EVgo Services, LLC (Predecessor)

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Condensed Consolidated Statements of Operations

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Successor												​	​	Predecessor
​	​	(unaudited)												​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	​	​	​	​	​		​	January 16,		​	​	January 1,
​	​	Three months		​	Three months		​	​	Six months		​	2020		​	​	2020
​	​	ended		​	ended		​	​	ended		​	through		​	​	through
​	​	June 30,		​	June 30,		​	​	June 30,		​	June 30,		​	​	January 15,
​	​	2021		****	2020		****	****	2021		​	2020		****	****	2020
Revenue	****	$	4,783,250	****	$	2,956,974	****	****	$	8,352,045	****	$	5,283,287			$	1,461,395
Revenue from related parties	​		—	​	​	—	​	​		561,700	​	​	—	​	​	​	65,294
Total revenues	​		4,783,250	​	​	2,956,974	​	​		8,913,745	​	​	5,283,287	​	​	​	1,526,689
Cost of sales	​		7,548,717	​	​	5,915,939	​	​		14,288,264	​	​	11,176,535	​	​	​	1,135,789
Gross (loss) profit	​		(2,765,467)	​	​	(2,958,965)	​	​		(5,374,519)	​	​	(5,893,248)	​	​	​	390,900
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
General and administrative	​		12,246,772	​	​	6,796,485	​	​		23,319,765	​	​	12,572,392	​	​	​	1,084,284
Transaction bonus	​		—	​	​	—	​	​		—	​	​	5,316,124	​	​	​	—
Depreciation, amortization, and accretion	​		2,545,075	​	​	2,451,122	​	​		5,055,303	​	​	4,488,154	​	​	​	69,435
Total operating expenses	​		14,791,847	​	​	9,247,607	​	​		28,375,068	​	​	22,376,670	​	​	​	1,153,719
Operating loss	​		(17,557,314)	​	​	(12,206,572)	​	​		(33,749,587)	​	​	(28,269,918)	​	​	​	(762,819)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest expense, related party	​		1,038,826	​	​	279,699	​	​		1,914,610	​	​	401,561	​	​	​	—
Interest income	​	​	(716)	​	​	(7)	​	​		(716)	​	​	(7)	​	​	​	—
Other income, related party	​		—	​	​	—	​	​	​	—	​	​	—	​	​	​	(341,954)
Other income, net	​		(173,975)	​	​	(2,080,135)	​	​		(631,863)	​	​	(3,876,149)	​	​	​	—
Total other expense (income) , net	​		864,135	​		(1,800,443)	​	​		1,282,031	​		(3,474,595)	​	​	​	(341,954)
Net loss	​	$	(18,421,449)	​	$	(10,406,129)	​	​	$	(35,031,618)	​	$	(24,795,323)	​	​	$	(420,865)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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EVgo HoldCo, LLC (Successor) and EVgo Services, LLC (Predecessor)

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Condensed Consolidated Statements of Members’ Equity

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Class A		​	Class B		​	Class D		​	​	​	​	​	​	​	​	​	​	​	​
​	Voting		​	Voting		​	Non-Voting		​	​	​	​	Additional		​	​	​	​	​	​
​	Preferred		​	Common		​	Preferred		​	LLC		​	Paid-In		​	Accumulated		​	Members’
​	Units		****	Units		****	Units		****	Interests		****	Capital		****	Deficit		****	Equity
Predecessor	​	​		​			​			​			​			​			​
Balance, December 31, 2019	$	57,037,633	​	$	22,167,000	​	$	39,027,891	​	$	—	​	$	645,489	​	$	(104,484,948)	​	$	14,393,065
Share-based compensation		—	​	​	—	​	​	—	​	​	—	​	​	12,733	​	​	—	​		12,733
Net loss		—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(420,865)	​		(420,865)
Balance, January 15, 2020	​	57,037,633	​	​	22,167,000	​	​	39,027,891	​	​	—	​	​	658,222	​	​	(104,905,813)	​	​	13,984,933
	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Successor (unaudited)			​			​			​			​			​	​		​
New basis of equity on push down of LS acquisition		(57,037,633)	​	​	(22,167,000)	​	​	(39,027,891)	​	​	131,032,003	​	​	(658,222)	​	​	104,905,813	​	​	117,047,070
Balance, January 16, 2020		—	​	​	—	​	​	—	​	​	131,032,003	​	​	—	​	​	—	​	​	131,032,003
Share-based compensation		—	​	​	—	​	​	—	​	​	—	​	​	208,330	​	​	—	​	​	208,330
Contributions		—	​	​	—	​	​	—	​	​	5,316,124	​	​	—	​	​	—	​	​	5,316,124
Net loss		—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(14,389,194)	​	​	(14,389,194)
Balance, March 31, 2020	​	—	​	​	—	​	​	—	​	​	136,348,127	​	​	208,330	​	​	(14,389,194)	​	​	122,167,263
Share-based compensation		—	​	​	—	​	​	—	​	​	—	​	​	243,308	​	​	—	​	​	243,308
Net loss	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(10,406,129)	​	​	(10,406,129)
Balance, June 30, 2020	$	—	​	$	—	​	$	—	​	$	136,348,127	​	$	451,638	​	$	(24,795,323)	​	$	112,004,442
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Successor (unaudited)	​	​	​	​	​	​	​	​	​			​			​	​		​
Balance, December 31, 2020	$	—	​	$	—	​	$	—	​	$	136,348,127	​	$	928,905	​	$	(47,790,059)	​	$	89,486,973
Share-based compensation	​	—	​	​	—	​	​	—	​	​	—	​	​	479,726	​	​	—	​	​	479,726
Net loss	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(16,610,169)	​	​	(16,610,169)
Balance, March 31, 2021	​	—	​	​	—	​	​	—	​	​	136,348,127	​	​	1,408,631	​	​	(64,400,228)	​	​	73,356,530
Share-based compensation	​	—	​	​	—	​	​	—	​	​	—	​	​	530,593	​	​	—	​	​	530,593
Net loss	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(18,421,449)	​	​	(18,421,449)
Balance, June 30, 2021	$	—	​	$	—	​	$	—	​	$	136,348,127	​	$	1,939,224	​	$	(82,821,677)	​	$	55,465,674

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The accompanying notes are an integral part of these condensed consolidated financial statements.

​ 3

EVgo HoldCo, LLC (Successor) and EVgo Services, LLC (Predecessor)

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Condensed Consolidated Statements of Cash Flows

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​	​	​	​	​	​	​	​	​	​	​
​	​	Successor					​	​	Predecessor
​	​	(unaudited)					​	​	​	​
​	​	​		​	January 16,		​	​	January 1,
​	​	Six months		​	2020		​	​	2020
​	​	ended		​	through		​	​	through
​	​	June 30,		​	June 30,		​	​	January 15,
​	​	2021		****	2020		****	****	2020
Cash flows from operating activities				​	​		​	​	​
Net loss	​	$	(35,031,618)	​	​	(24,795,323)	​	​	​	(420,865)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities	​		​	​	​	​	​	​	​	​
Depreciation, amortization, and accretion	​		10,207,361	​	​	8,540,764	​	​	​	367,659
Net loss on disposal of property and equipment	​		346,628	​	​	295,153	​	​	​	—
Share based compensation	​		1,010,319	​	​	451,638	​	​	​	12,733
Interest on note payable, related party	​	​	1,914,611	​	​	401,561	​	​	​	—
Other	​	​	96,577	​	​	104,286	​	​	​	—
Changes in operating assets and liabilities	​		​	​	​	​	​	​	​	​
Accounts receivable	​		(160,782)	​	​	527,387	​	​	​	32,963
Receivables from related parties	​		—	​	​	—	​	​	​	(333,527)
Prepaid expenses and other current and noncurrent assets	​		278,822	​	​	852,103	​	​	​	(45,882)
Accounts payable	​		(1,338,931)	​	​	(549,195)	​	​	​	315,011
Accrued expenses	​		1,284,507	​	​	(788,978)	​	​	​	(247,585)
Deferred revenue	​		20,777,818	​	​	(252,562)	​	​	​	(36,866)
Customer deposits	​		(1,122,690)	​	​	(306,966)	​	​	​	12,538
Payables to related parties	​		1,419,254	​	​	140,483	​	​	​	(1,031)
Other current and noncurrent liabilities	​		(1,039,143)	​	​	(32,704)	​	​	​	—
Net cash used in operating activities	​		(1,357,267)	​	​	(15,412,353)	​	​	​	(344,852)
Cash flows from investing activities	​		​	​	​	​	​	​	​	​
Purchases of property and equipment	​	​	(23,340,749)	​	​	(7,568,384)	​	​	​	(165,608)
Net cash used in investing activities	​		(23,340,749)	​	​	(7,568,384)	​	​	​	(165,608)
Cash flows from financing activities	​		​	​	​	​	​	​	​	​
Proceeds from note payable, related party	​		24,000,000	​	​	20,750,000	​	​	​	—
Payments on note payable, related party	​	​	(5,500,000)	​	​	—	​	​	​	—
Capital-build funding, net	​		1,337,030	​	​	2,933,067	​	​	​	—
Payment of deferred offering costs	​		(1,652,088)	​	​	—	​	​	​	—
Contributions	​		—	​	​	5,316,124	​	​	​	—
Net cash provided by financing activities	​		18,184,942	​	​	28,999,191	​	​	​	—
Net (decrease) increase in cash and restricted cash	​		(6,513,074)	​	​	6,018,454	​	​	​	(510,460)
Cash and restricted cash, beginning of period	​		7,914,150	​	​	257,288	​	​	​	1,403,172
Cash and restricted cash, end of period	​	$	1,401,076	​	​	6,275,742	​	​	​	892,712
Supplemental disclosure of noncash investing and financing activities	​		​	​	​	​	​	​	​	​
Asset retirement obligations incurred	​	$	787,214	​	$	628,562	​	​	$	—
Purchases of property and equipment in accounts payable and accrued liabilities	​	$	9,076,659	​	$	1,604,925	​	​	$	1,758,727
Accrued deferred offering costs	​	$	4,870,103	​	$	—	​	​	$	—

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The accompanying notes are an integral part of these condensed consolidated financial statements.

​ 4

EVgo HoldCo, LLC (Successor) and EVgo Services, LLC (Predecessor)

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Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 – Description of business and nature of operations

EVgo Services, LLC (“EVgo Services”, “Predecessor”) builds publicly available and customer-dedicated electric vehicle (“EV”) charging stations capable of charging electric vehicles either via direct current power or alternating current power. It has built, and continues to expand, a national ecosystem of public charging stations and fleet charging solutions. EVgo Services provides electric vehicle charging programs to retail consumers in a variety of options as well as charging services to automotive and fleet customers. Other software services and ancillary services represent a small but growing part of the business as well.

On January 16, 2020 (the “Merger Date”), EVgo Services and its investors consummated the transactions contemplated pursuant to that certain Agreement and Plan of Merger (“Merger”) with EVgo Holdco, LLC (“EVgo Holdco”, “the Company” or “Successor”), whereby EVgo Services became a wholly-owned subsidiary of EVgo HoldCo, resulting in a change in control by the Predecessor. EVgo HoldCo, controlled by LS Power Equity Partners IV, L.P. (“LS Power”), had no operations prior to the Merger. The Company elected push-down accounting and all of the Company’s assets and liabilities related to LS Power were remeasured at fair value on the Closing Date.

COVID-19

The global outbreak of COVID-19 has resulted in the implementation of numerous actions taken by governments, governmental agencies, multilateral organizations and other entities, in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in worldwide economic activity and extreme volatility in the global financial markets, which have affected new car sales, including EVs, and significantly reduced people’s mobility, and the accompanying demand for charging services. EVgo experienced a significant decline in monthly GWh throughput beginning in March 2020. Between March and July 2020, EVgo deactivated chargers due to decreased usage as a result of COVID-19, experiencing downtime when host sites were closed. As economic activity has resumed and new EV sales have increased, charging revenue for the three months ended June 30, 2021 was higher than the last pre-COVID quarter, the three months ended December 31, 2019, by 11%.

The COVID-19 pandemic also impacted EVgo’s operations through construction delays and supply chain and shipping constraints. EVgo delayed operational dates of over 400 chargers by six to nine months due to delays in various stages of site planning and construction caused by COVID-19. When governments and businesses shut down in response to shelter in place orders and other similar actions by state and local governments, permitting, inspection and other city and municipal services were suspended or otherwise impacted, and EVgo had reduced access to host sites for construction and on-site survey and design. EVgo also experienced delays in its site host negotiations as hosts devoted more time to day-to-day operations and employee health and safety. In addition, EVgo experienced delays in equipment fulfillment and other logistics related to reduced operational capacity of warehouses and shipping vessel backlogs, which has caused additional delays in early 2021. For some contractual commitments (see note 10), the Company is required to adhere to a construction schedule over specific timeframes. Those timelines were impacted due to delays associated with COVID 19, and it is possible that the ongoing pandemic could continue to impact these timelines in the future.

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How COVID-19 will affect EVgo’s future business results is unclear. While the disruption is expected to be temporary, there is considerable uncertainty around the duration and magnitude of this disruption. The Company expects continued significant, negative impacts to its financial position, results of operations and cash flows in 2021 and beyond as charging revenue and regulatory credit sales are expected to decrease significantly due to the disruption. Development and commissioning lead times are expected to be extended as a result of the lockdowns and other measures taken by the state and local governments to mitigate the spread of COVID-19. The extent of the financial impact and duration cannot be reasonably estimated at this time.

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​ 5

Note 2 – Summary of significant accounting policies

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries, EVgo Ride Share, LLC, and EVgo Services. All intercompany transactions have been eliminated in consolidation.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information, as set by the Financial Accounting Standards Board (“FASB”). Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2020 and for the year then ended included in the Company’s definitive proxy statement filed with the SEC on May 27, 2021 (“Proxy Statement”).

​

As described in note 1, EVgo Services was acquired by EVgo HoldCo on the Merger Date. EVgo Services’ condensed consolidated financial statements and notes for the periods presented prior to the Merger Date are labeled “Predecessor.” The Company’s condensed consolidated financial statements and notes as of and after the Merger Date are labeled “Successor.” LS Power is considered to be the accounting acquirer and formed EVgo Holdings, LLC (“EVgo Holdings”) and EVgo HoldCo as part of the transaction.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, charging station depreciable lives, costs associated with asset retirement obligations, the fair value of the share-based compensation and the fair value measurements of assets and liabilities allocated for acquired businesses.

Concentration of business and credit risk

The Company maintains its cash accounts in a commercial bank. The total cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $250,000. At various times throughout the year, the Company had uninsured balances. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant credit risk on cash. The Company mitigates its risk with respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions.

The Company had accounts receivable with two customers that comprised 58% and two customers that comprised 66% of the Company’s total accounts receivable as of June 30, 2021 and December 31, 2020, respectively. For the six months ended June 30, 2021 and 2020, one customer represented 15% and two customers represented 32% of total revenue, respectively.

The Company had one major vendor that represented approximately 10% of total purchases for the six months ended June 30, 2021. There were no vendors that represented more than 10% of purchases for the six months ended June 30, 2020. 6

Reclassifications

Certain reclassifications to our previously reported financial information have been made to conform to the current period presentation.

Cash and restricted cash

Cash and restricted cash include cash held in cash depository accounts in major banks in the United States and are stated at cost. The Company does not hold any highly liquid assets that can be considered as cash equivalents. Cash that is held by a major bank and has restrictions on its availability to us is classified as restricted cash.

The Company had an unused letter of credit for approximately $0.2 million, as of June 30, 2021, associated with the construction of one of its charging stations. Cash collateralizing this letter of credit is classified as restricted cash.

Accounts receivable and allowance for doubtful accounts

The allowance for doubtful accounts was $469,314 and $308,965 as of June 30, 2021 and December 31, 2020, respectively.

Property and equipment

Property and equipment include charging stations and other technical installations, construction in process and charging equipment. Charging stations and asset retirement obligations are carried at cost less accumulated depreciation. Depreciation for charging stations is computed using the straight-line method over seven years. The estimated useful life of charging stations and other and asset retirement obligations is seven years. Depreciation is reported net of the amortization of the capital-build liability, as described in note 5. Upon disposal, the cost of properties and related accumulated depreciation is removed from the accounts, with gains and losses reflected in general and administrative expenses in the condensed consolidated statements of operations.

Capitalized software

The Company has adopted the provisions of ASC 350-40, Internal-Use Software, and therefore the costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes all costs related to software developed or obtained for internal use when management commits to funding the project, the preliminary project stage is completed and when technological feasibility is established. Once a new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “construction in progress” (“CIP”) to a property and equipment asset subject to depreciation. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Depreciation is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service. As of June 30, 2021, all capitalized software costs were classified in CIP.

Customer deposits

Customer deposits include prepayments that are refundable. Once deposits are no longer refundable, the Company reclassifies the amounts related to those contracts to deferred revenue. Customer deposits are also comprised of funds that have been received to offset future expenses of the Company for certain marketing expenses reimbursed by customers. 7

Share based compensation

The Company recognizes compensation expense for all share-based awards granted based on the grant date fair value. The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model and involves several assumptions, including the risk-free interest rate, expected volatility, dividend yield and expected life. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The expected stock price volatility is determined based on an average of both historical volatility and implied volatility. Implied volatility is derived from exchange traded options on the Company’s common stock. The expected dividend yield is based on the Company’s history and expectations of dividend payouts. Compensation expense for nonvested stock options and stock awards/units that are not subject to performance-based vesting conditions is recognized on a straight-line basis over the vesting period. The Company has elected to account for forfeitures as they occur.

Sales tax collected from customers

As a part of the Company’s normal course of business, sales taxes are collected from customers. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes.

Newly adopted accounting standards

In January 2017, the FASB issued ASU 2017-04, Goodwill and Other, Simplifying the Test for Goodwill Impairment. The new guidance removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment is now the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance remains largely unchanged. The Company adopted ASC 2017-04 effective January 1, 2021. This guidance only impacts the Company’s consolidated financial statements if there is a future impairment of goodwill.

​

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The Company adopted the guidance as of January 1, 2021 and it did not have a material impact on its condensed consolidated financial statements.

In July 2021, the FASB issued 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments (Topic 842) (“ASU 2021-05”). The ASU amends the lease classification requirements for lessors to align them with practice under Topic 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if certain criteria are met. The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business entities and interim periods within fiscal years beginning after December 15, 2022, for all other entities. Entities that have not adopted Topic 842 should adopt this amendment retrospectively. Early adoption is permitted. The Company adopted this guidance in July 2021 and it did not have a material impact on its condensed consolidated financial statements.

Recently issued accounting standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Subsequent to the initial ASU, the FASB issued various related corrective and clarifying ASUs for this topic, all of which have been codified in ASC 842. ASC 842 is effective for private companies for annual reporting periods beginning after December 15, 2021 and early adoption is permitted. The ASU will require lessees to report most leases as assets and liabilities on the balance sheet. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements.

In June 2016, the FASB issued 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in ASU 2016-13 will provide more decision-useful information 8

about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Subsequent to the initial ASU, the FASB issued various related corrective and clarifying ASUs for this topic, all of which have been codified in ASC 326. The ASU is effective for annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements.

​

Note 3 – Subsequent Business Combination

​

Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”) was formed on August 4, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more climate focused businesses. On January 21, 2021, EVgo Services and Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”) entered into a business combination agreement for the Company to become a publicly-listed company. Completion of the proposed transaction was subject to customary closing conditions, including the approval of the stockholders of CRIS.

​

On July 1, 2021, the Company consummated the previously announced business combination agreement, with CRIS, SPAC Sub, Holdings, HoldCo and OpCo (together with HoldCo, “EVgo”) with EVgo as the surviving company and as a wholly-owned subsidiary of CRIS (“CRIS Business Combination”). CRIS was the legal acquirer of the Company and consideration for the Business Combination consisted of shares of CRIS’s Class B common stock and Holdings OpCo Units issued in exchange for all outstanding equity of EVgo.

​

Pursuant to ASC 805, Business Combinations, EVgo was deemed the accounting acquirer for financial accounting and reporting purposes and CRIS was treated as the accounting acquiree. The Business Combination Agreement was accounted for as a reverse recapitalization recorded at historical carrying values with no goodwill or intangible assets acquired recognized. The shares and net loss per share available to holders of the Company’s common stock, prior to the Business Combination, will be adjusted as shares reflecting the exchange ratio established in the Business Combination Agreement. As a result of the business combination, the post-business combination company is organized in an “Up-C” structure and the post-business combination company’s status changed from a “blank-check” company to a “smaller reporting company.” Following the Business Combination, the post-business combination company changed the corporate name from “Climate Change Crisis Real Impact I Acquisition Corporation” to “EVgo Inc.” The Class A common stock and warrants of the combined company began trading on the Nasdaq on July 2, 2021 under the symbols “EVGO” and “EVGOW,” respectively.

​

In connection with the execution of the Business Combination Agreement, on January 21, 2021, CRIS entered into separate Subscription Agreements with certain investors (“PIPE Investors”), whereby it issued 40,000,000 shares of Class A common stock at $10.00 per share (“PIPE shares”) for an aggregate purchase price of $400.0 million. EVgo’s note payable – related party and accrued interest was also converted into additional paid-in capital, which was approximately $59.6 million on July 1, 2021.

​

Upon completion of the Business Combination, the voting interests as of, July 1, 2021, in the Company was follows:

​

​	​	​	​	​
​	​	Shares	​	%
Stockholder	​	​	​	​
Holdings (LS Power) ^1^	​	195,800,000	​	74%
CRIS's Class A stockholders	​	22,986,770	​	9%
PIPE Investors	​	40,000,000	​	15%
CRIS's converted founder shares	​	5,750,000	​	2%
Closing Class A and B shares	​	264,536,770	​	100%

---

^1^ Represents shares of Class B common stock. LS Power owns all of the outstanding voting interests in Holdings and as a result, will control the vote with respect to all matters presented to stockholders following the business combination.

​ 9

In addition to the shares, CRIS issued private and public warrants to purchase shares of Class A common stock in connection with its initial public offering, which remained outstanding following the closing of the Business Combination. An aggregate of 18,100,000 warrants to acquire shares of Class A common stock are outstanding, which are comprised of 6,600,000 private placement warrants and 11,500,000 public warrants. Each warrant is exercisable for one share of Class A common stock at $11.50 per share. The warrants are accounted for as a liability and recorded at fair value upon issuance with changes in fair value each period reported in earnings. The estimated fair value of these warrants as of July 1, 2021 was $79.6 million.

​

The table below summarizes the net cash received by EVgo upon the closing of the Business Combination Agreement, net of transactions costs and redemptions (in thousands):

​

​	​	​
Gross proceeds from PIPE	$	400,000
Gross proceeds from Trust Account	​	230,180
Less transaction costs		(57,496)
Less redemptions	​	(132)
​	$	572,552

​

In connection with the Business Combination, certain initial stockholders of CRIS entered into a letter agreement (the “Sponsor Agreement”) that provides for certain transfer restrictions and forfeiture provisions, among other things. Pursuant to the Sponsor Agreement, the initial stockholders party thereto are required to forfeit up to 1,437,500 shares (the “Earnout Shares”) of Class A common stock received upon conversion of shares of Class B common stock held by such stockholders at closing of the Business Combination, if the volume-weighted average price (“VWAP”) of the shares does not equal or exceed the following prices for any 30 trading-day period (the “Trading Period”) beginning at the closing of the Business Combination:

​

●	During any Trading Period prior to July 1, 2026, 718,750 Earnout Shares upon the achievement of a VWAP price of at least $12.50; and
●	During any Trading Period prior to July 1, 2026, 718,750 Earnout Shares upon the achievement of a VWAP price of at least $15.00.
---	---

The Earnout Shares will be subject to potential forfeiture if the stock price does not reach these targets between the closing date and the five-year anniversary of the completion of the business combination. The estimated fair value of the 1,437,500 Earnout Shares issued and outstanding upon closing is $16.0 million and is accounted for as a derivative liability.

​

In connection with the Business Combination, there were direct and incremental costs incurred of approximately $50.9 million, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. The $50.9 million includes $8.1 million in deferred underwriting fees of CRIS that existed prior to close and incurred as part of the Business Combination.

​ 10

Note 4 – Revenue recognition

Disaggregation of revenue

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Successor											​	​	Predecessor
​	​	​		​	​	​	​	​	​	​	January 16,		​	​	January 1,
​	​	Three months		​	Three months		​	Six months		​	2020		​	​	2020
​	​	ended		​	ended		​	ended		​	through		​	​	through
​	​	June 30,		​	June 30,		​	June 30,		​	June 30,		​	​	January 15,
​	****	2021		****	2020		****	2021		****	2020		****	****	2020
Revenue	​	​		​	​		​	​		​	​		​	​	​
Charging revenue, retail		$	2,499,266		$	959,135		$	4,301,930		$	2,298,599			$	283,429
Charging revenue, OEM	​		149,541	​		378,220	​		481,879	​		753,551	​	​		80,399
Charging revenue, commercial	​		545,996	​		313,127	​		1,036,903	​		645,578	​	​		64,542
Network revenue, OEM	​		274,858	​		144,459	​		807,291	​		204,829	​	​		9,178
Ancillary revenue	​		639,045	​		221,723	​		1,042,547	​		440,420	​	​		99,105
Regulatory credit sales	​		674,544	​		940,310	​		1,243,195	​		940,310	​	​		990,036
Total revenue	​	$	4,783,250	​	$	2,956,974	​	$	8,913,745	​	$	5,283,287	​	​	$	1,526,689

​

The table above includes OEM and Ancillary revenue earned from Nissan, which was a related party through the Merger Date, of $65,294 for the period from January 1, 2020 through January 15, 2020.

Contract balances

The following table provide information about contract assets and liabilities from contracts with customers during their respective periods:

​

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​	​	2021		​	2020
Contract assets	​	$	—	​	$	632,095
Contract liabilities	​		31,700,805	​		12,028,182

​

The following table provides the activity for the contract liabilities recognized during the respective periods:

​	​	​	​	​	​	​	​	​	​	​
​<br><br>​	​	Successor					​	​	Predecessor
​	​	​		​	January 16,		​	​	January 1,
​	​	Six months		​	2020		​	​	2020
​	​	ended		​	through		​	​	through
​	​	June 30,		​	December 31,		​	​	January 15,
​	​	2021		​	2020		****	****	2020
Beginning balance	​	$	12,028,182	​	$	9,091,031	****	****	$	9,137,395
Additions	​		21,846,208	​		5,825,187	****	****		65,412
Recognized in revenue	​		(1,954,900)	​		(2,285,007)	****	****		(106,113)
Marketing activities	​		(218,685)	​		(603,029)	****	****		(5,663)
Ending balance	​	$	31,700,805	​	$	12,028,182	****	****	$	9,091,031

​

​

​

​ 11

Note 5 – Property and equipment, net

Property and equipment, net, consisted of the following as of:

​

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​	****	2021		****	2020
Construction in process	​	$	16,414,781	​	$	10,437,382
Charging equipment	​		8,496,941	​		3,041,630
Charging stations and other technical installations	​		87,590,898	​		68,871,879
Office equipment and vehicles	​		651,749	​		456,265
​	​		113,154,369	​		82,807,156
Less accumulated depreciation and amortization	​		(18,327,010)	​		(11,541,653)
Total property and equipment, net	​	$	94,827,359	​	$	71,265,503

​

Depreciation and amortization expense for the following periods were:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Successor											​	​	Predecessor
​	​	​		​	​	​	​	​	​	​	January 16,		​	​	January 1,
​	​	Three months		​	Three months		​	Six months		​	2020		​	​	2020
​	​	ended		​	ended		​	ended		​	through		​	​	through
​	​	June 30,		​	June 30,		​	June 30,		​	June 30,		​	​	January 15,
​	****	2021		****	2020		****	2021		****	2020		****	****	2020
​	​	(in thousands)											​	​	(in thousands)
Depreciation and amortization of property and equipment in:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cost of sales	​	$	3,538	​	$	2,891	​	$	6,781	​	$	5,088	​	​	$	498
Operating expenses	​	​	44	​	​	16	​	​	78	​	​	28	​	​	​	3
Amortization of capital-build liability in cost of sales	​	​	(833)	​	​	(636)	​	​	(1,629)	​	$	(1,035)	​	​	$	(200)
​	​	$	2,749	​	$	2,271	​	$	5,230	​	$	4,081	​	​	$	301

​

​

Note 6 – Intangible assets, net

Intangible assets, net, consisted of the following as of June 30, 2021:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2021
​	​	​	​	​	​	​	​	​	​	​	Remaining
​	****	​	​	****	​	​	****	​	​	****	weighted
​	​	Gross		​	​	​	​	Net		​	average
​	​	carrying		​	Accumulated		​	carrying		​	amortization
​	****	amount		****	amortization		****	value		****	period
Trade name	****	$	3,900,000	****	$	(379,516)	****	$	3,520,484	****	13.6 years
Host relationships	​		41,500,000	​		(5,048,051)	​		36,451,949		10.6 years
Customer relationships	​		19,000,000	​		(5,962,782)	​		13,037,218		3.3 years
Developed Technology	​		11,800,000	​		(1,148,280)	​		10,651,720		13.6 years
​	​	$	76,200,000	​	$	(12,538,629)	​	$	63,661,371	​	​	​

​

Amortization of intangible assets was $2,147,500, $4,295,000, $2,147,500, $3,948,629, and $16,835, for the three and six months ended June 30, 2021, the three months ended June 30, 2020, the period from January 16, 2020 through June 30, 2020, and the period from January 1, 2020 through January 15, 2020, respectively.

​

​ 12

Note 7 – Asset retirement obligations

Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an annual basis. Accretion expense was $353,693, $682,656, $287,830, $511,489, and $49,336 for the three and six months ended June 30, 2021, the three months ended June 30, 2020, the period from January 16, 2020 through June 30, 2020, and the period from January 1, 2020 through January 15, 2020, respectively.

​

​

​

Note 8 ­– Note payable, related party

On January 16, 2020, the Company entered into the Secured Demand Grid Promissory Note (“Demand Note”) with EVgo Holdings whereby EVgo Holdings funds the operations of the Company with loans upon request at an interest rate of the Federal Reserve discount rate plus 7.25% (compounded annually) with a maturity date of January 16, 2027. The Demand Note is secured by the assets of the Company and does not have a stated credit limit.

The note payable can be redeemed by EVgo Holdings and the Company can prepay its obligations under the Demand Note at any time without prepayment penalties. As of June 30, 2021, $59.6 million was outstanding under the Demand Note, which includes $1.9 million of accrued interest expense. Interest expense incurred was $1.0 million, $1.9 million, $0.3 million, and $0.4 million during the three and six months ended June 30, 2021, the three months ended June 30, 2020, and the period from January 16, 2020 through June 30, 2020. On July 1, 2021, the outstanding balance of the note was converted to equity (see note 3).

​

​

​

​

​

Note 9 – Other income, net

Other income, net, consists of capital-build funding received from NRG Energy, Inc. (“NRG”) and the New Energy and Industrial Technology Development Organization (“NEDO”). For more information, please refer to the audited consolidated financial statements of the Company as of December 31, 2020 and for the year then ended included in the Proxy Statement.

​

For the following periods, other income (expense), net consisted of the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Successor												​	​	Predecessor
​	​	​		****	​		****	​	​		****	January 16,		​	****	January 1,
​	​	Three months		​	Three months		​	​	Six months		​	2020		​	​	2020
​	​	ended		​	ended		​	​	ended		​	through		​	​	through
​	​	June 30,		​	June 30,		​	​	June 30,		​	June 30,		​	​	January 15,
​	​	2021		****	2020		****	​	2021		****	2020		​	​	2020
NRG		$	—		$	1,953,875			$	—		$	3,592,609			$	—
NEDO	​		—	​		117,031	​	​		87,786	​		274,311	​	​		—
Other income (expense), net	​		173,975	​		9,228	​	​		544,077	​		9,228	​	​		—
​	​	$	173,975	​	$	2,080,134	​	​	$	631,863	​	$	3,876,148	​	​	$	—

​

For the period from January 1, 2020 through January 15, 2020, other income, related party consisted of $315,141 and $26,813 for NRG and NEDO, respectively. 13

The capital build activity for the six months ended June 30, 2021 was as follows:

​

​	​	​	​
​	​	Successor
​	​	Six months
​	​	ended
​	​	June 30,
​	​	2021
Capital-build liability, beginning balance	****	$	17,387,686
Increase in capital build liability	​	​	1,328,012
Reduction in depreciation expense	​	​	(1,629,197)
Capital-build liability, ending balance	​	$	17,086,501

​

​

​

Note 10 – Commitments and contingencies

Nissan Agreements

EVgo has two program services agreements in place with Nissan. Under the terms of the agreement dated July 3, 2014 (the “Nissan Agreement”), purchasers or lessees of Nissan LEAF electric vehicles in certain markets can receive charging services at an EVgo station or a participating third-party charging station. Pursuant to the Nissan Agreement, EVgo was required to support, maintain and make available at least 850 chargers through July 7, 2021. EVgo has fulfilled all build, support and maintenance obligations under the Nissan Agreement.

​

On June 13, 2019, EVgo and Nissan entered into a professional services agreement (the “Nissan 2.0 Agreement”). The Nissan 2.0 Agreement includes a capital-build program requiring EVgo to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a Build Schedule (defined below). Under the terms of the Nissan 2.0 Agreement, EVgo is required to adhere to a schedule that outlines the build timelines for the chargers to be constructed (“Build Schedule”) as negotiated at the beginning of each year. Due to the extenuating circumstances of the COVID-19 pandemic, EVgo and Nissan have extended the current Build Schedule deadline through August 31, 2021 and no penalties may be assessed prior to such date.

​

The contract is accounted for under ASC 606, which includes performance obligations related to memberships, charging credits and joint marketing activities. The capital-build program is considered a set-up activity and not a performance obligation under ASC 606. Nissan has the right to terminate the Nissan 2.0 Agreement, without penalty or obligation of any kind, upon thirty days’ written notice if it is unable to secure funding to make payments required under the Nissan 2.0 Agreement. Nissan receives budget approvals annually from Nissan Motor Company Limited. As of July 31, 2021, Nissan has not given EVgo any indication that it will be unable to secure funding to meet its payment obligations under the Nissan 2.0 Agreement. If Nissan terminates the Nissan 2.0 Agreement due to a lack of funding, EVgo will still be required to do the following: (i) meet charger installation milestones through the date of termination; (ii) provide an aggregate of $1.6 million in joint marketing activities; and (iii) provide $4.8 million worth of charging credits that shall continue to be administered.

​

Pursuant to the Nissan 2.0 Agreement, as modified by the aforementioned extension, EVgo is required to install 46 chargers at 17 sites by August 31, 2021 and an aggregate of 210 chargers by February 29, 2024 at a number of sites to be determined with each build schedule. As June 30, 2021, EVgo had 8 chargers at two sites left to install in order to meet the obligations in its program year one build schedule obligations by August 31, 2021. If EVgo fails to meet its future builds schedule operations Nissan may invoke a penalty of up to $35,000 per delayed site, up to 40 sites, which would result in adjustment to the consideration received for the Company's performance obligations under the Nissan 2.0 Agreement.

​

GM Agreement

Pursuant to its agreement with GM dated July 20, 2020 (the “GM Agreement”), EVgo is required to meet certain quarterly milestones measured by the number of chargers installed, and GM is required to make certain payments based on chargers installed. Under the GM Agreement, EVgo is required to install a total of 2,750 chargers by December 31, 14

2025, 80% of which are required to be installed by December 31, 2023. The GM Agreement calls for a year-over-year increase in annual charger additions in each of the next two years before the installation run rate declines post 2023. Meeting these milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commission or aspects of installation of the chargers EVgo is obligated to develop. In addition, EVgo is required to maintain network availability (i.e. the percentage of time a charger is operational and available on the network) of at least 93%.

The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger-installation milestones or fails to maintain the specified level of network availability. If GM terminates the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM of up to $15.0 million. As of June 30, 2021, EVgo is required to open to the public 176 additional stalls by September 30, 2021, or GM will have the right to, if it so chooses to, to send EVgo a stall count breach notice, which would trigger a cure period through December 31, 2021. EVgo believes that it may not meet the stall-installation milestone for the quarter ending September 30, 2021, due to delays in permitting, commissioning, and utility interconnection resulting from COVID-19 disruptions in business operations across the engineering and permitting chain, as well as industry and regulatory adaptation to the requirements of high-powered charger installation including slower than expected third party approvals of certain site acquisitions and site plans. Going forward it is uncertain if these, or other potential issues in the procurement, installation, or energization of DCFC, will be resolved in a timely fashion, and EVgo believes that its ability to meet its stall-installation milestones under the GM Agreement may continue to be impacted by circumstances similar to those experienced during the first and second quarters of 2021. As of August 1, 2021, there are approximately 1,500 stalls that have already been approved by GM and approximately 1,200 stalls that are already in in the Active Engineering & Construction Pipeline stages.

During the three months ended March 31, 2021, the Company received a $20.0 million payment from its contract with GM, which has been recorded as deferred revenue. As of June 30, 2021, the Company was not in default with any of the requirements of the agreement.

Other obligations

In the ordinary course of our business, the Company may be subject to lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes or employment, health and safety matters. Although the outcome of any potential future litigation is uncertain, the Company believes it has adequate insurance coverage in the event of any future litigation or disputes.

On December 17, 2020, SAF Partners II, LLC and EV Holdings Investments, LLC (collectively, the “SAF Parties”) filed a complaint against EVgo HoldCo in the State of Delaware Court of Chancery for $5 million regarding certain deferred contingent compensation contemplated by the Merger as of December 19, 2019, by and among EVgo HoldCo and certain of the SAF Parties. The SAF Parties are the Company’s predecessor shareholders. Pursuant to an agreement between EVgo Holdings and EVgo HoldCo, EVgo Holdings will indemnify EVgo HoldCo for losses of up to $7 million (including legal costs) related to the contingent compensation claim. Management believes that the claims are without merit and intends to defend itself vigorously. No provision has been made for this claim because the Company believes that it is remote that a liability had been incurred as of June 30, 2021. However, there can be no assurances as to the outcome of the dispute, and whether it might result in a loss that exceeds the indemnity. Legal costs related to loss contingencies are recognized when incurred.

Although the Company is not currently facing other pending or threatened litigation, future events or circumstances, currently unknown to management, may potentially have a material effect on its financial position, liquidity or results of operations in any future reporting period.

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Note 11 – Related party transactions

Payables to Related Parties

As of June 30, 2021 and December 31, 2020, the Company has payables due to entities controlled by LS Power for services rendered and repayment of operating expenses paid on its behalf totaling $1.6 million and $0.1 million, respectively. The Company recorded approximately $0.5 million, $1.2 million, $0.1 million and $0.1 million for consulting and corporate development services rendered by entities controlled by LS Power for the three and six months ended June 30, 2021, the three months ended June 30, 2020, and the period from January 16, 2020 through June 30, 2020, respectively.

Related Party Note Payable

The Company has an outstanding note payable with EVgo Holdings and was fully converted to equity on July 1, 2021 (see notes 3 and 8).

Low Carbon Fuel Standards

The Company entered into various agreements to facilitate the purchase and sale of California Low Carbon Fuel Standard Credits (“LCFS”) through a subsidiary of LS Power at prevailing market levels after the Merger Date. For the three and six months ended June 30, 2021 total amount of regulatory credit income recognized through the LCFS trading program with LS Power’s subsidiary totaled $561,700. There was no related party regulatory credit income recognized during the three months ended June 30, 2021 or the period from January 16, 2020 through June 30, 2020.

Trade Associations

One of the Company’s officers also serves on the board of Veloz, Zero Emission Transportation Association and Electric Drive Transportation Association. The Company is a member of these organizations and has incurred membership fees of $9,438, $15,325, $5,163 and $10,325 for the three and six months ended June 30, 2021, the three months ended June 30, 2020 and for the period from January 16, 2020 through June 31, 2020, respectively. There were no fees incurred for the period from January 1, 2020 to January 15, 2020.

​

​

​

Note 12 – Subsequent events

Subsequent events have been evaluated through August 12, 2021 which is the date the condensed consolidated financial statements were available to be issued and identified the below events requiring disclosure.

​

Business Combination with Climate Change Crisis Real Impact I Acquisition Corporation

​

On July 1, 2021, the Company completed its previously announced business combination with CLII (see note 3).

Acquisition of Recargo, Inc.

The Company acquired Recargo, Inc. (“Recargo”) for $25 million in cash, including repayment of $3.0 million of indebtedness, pursuant to the Stock Purchase Agreement, dated July 9, 2021. Recargo is an electric vehicle (EV), cloud-based data solution provider formed in 2009 and focused on EV app development, market research, data licensing, reporting and advertising. Due to the proximity of the aforementioned acquisition to the filing of these financial statements, the Company has not yet completed the accounting for the business combination, including the opening balance sheet. The Company is currently evaluating the purchase price allocation for this transaction and expects the acquisition to be accounted for as business combination. Accordingly, the total purchase price will be allocated to the tangible and intangible assets acquired and the liabilities assumed based on their respective fair values on the acquisition date.

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Adoption of 2021 Incentive Plan

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On July 1, 2021, concurrent with the closing of the Business Combination Agreement, the stockholders also approved the board-approved CRIS long-term incentive plan (“2021 Incentive Plan”). The 2021 Incentive Plan reserves 33,918,000 shares of Class A common stock for issuance to employees, non-employee directors and other service providers.

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The 2021 Incentive Plan provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) vested stock awards; (vii) dividend equivalents; (viii) other stock- or cash-based awards; (ix) cash awards; and (x) substitute awards.

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On July 26, 2021, the Company granted 1,858,003 nonvested restricted share units to its employees that will vest over three years and 47,848 nonvested restricted share units to its non-employee directors that will vest in one year. 17

Exhibit 99.2

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

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The following discussion and analysis should be read in conjunction with EVgo’s unaudited condensed consolidated financial statements and related notes thereto as well as the unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2021 and 2020 and for the year ended December 31, 2020, in each case, included elsewhere in this amendment to our current report on Form 8-K, which was originally filed with the SEC on July 8, 2021 (as originally filed, the “Super 8-K” and as amended hereby, the “Amended Super 8-K”). In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause EVgo’s actual results to differ materially from management’s expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” incorporated by reference into the Super 8-K. Factors which could cause such differences are discussed herein. Unless the context otherwise requires, all references in this section to “EVgo” for any period on or before January 15, 2020 refer to “EVgo Services” as the predecessor company, and its consolidated subsidiaries, and for any period after January 15, 2020 refer to the Company as the successor company, and its consolidated subsidiaries.

Overview

EVgo owns and operates the nation’s largest public DC fast-charging network for EVs by number of locations and is the first EV charging network in the United States powered by 100% renewable electricity. EVgo seeks to locate its charging infrastructure in high traffic, high density, urban, suburban and exurban locations to provide EV drivers of all types with easy access to convenient, reliable high-speed charging. EVgo’s network is currently capable of natively charging (i.e., charging without an adaptor) all EV models and charging standards currently available in the U.S., and serves a wide variety of private retail and commercial customers. Founded in 2010, EVgo has been a leader and innovator in the EV charging space and is well-positioned to continue to capitalize on its sustainable first-mover and first-learner advantages as EV adoption accelerates. To take advantage of the expected rapid growth in North American EVs on the road, EVgo is rapidly expanding its network of owned charging stations, prioritizing development of locations with favorable traffic and utilization characteristics.

EVgo’s primary business is the provision of EV charging services to individual EV drivers, commercial customers, and fleet owners through its owned infrastructure. As the owner of charging infrastructure, EVgo also monetizes regulatory credits generated by its charging activities. EVgo partners with a wide range of automotive OEMs, transportation network companies (“TNCs”), rideshare operators and other channel partners to build chargers in locations important to those partners, acquire EV customers and provide charging services to EV owners and drivers. Additionally, EVgo develops and deploys fleet-charging solutions for light-, medium-, and heavy-duty EV fleets, in which it may retain ownership of the charging infrastructure in exchange for contractual or guaranteed payment streams. EVgo is currently piloting and expects to offer its charging as a service (“ChaaS”) solution and additional cloud-based, value-added services to drivers and partners to enhance the customer experience by layering EVgo’s proprietary technology functionality on top of its charging network. These include smart reservations, loyalty and microtargeted advertisement programs, seamless entry to parking garage pay gates, shopping coupons and Autocharge, a technology that allows registered customers to use their vehicles as identification and authorization for fast-charging, thus bypassing the need for separate payment.

EVgo undertakes and manages the siting, development and installation of the charging stations, operates and maintains the stations for use by EV drivers, and typically retains ownership of the chargers. EVgo uses software-enabled functionality of its network to provide remote monitoring and management of the charging stations, to manage all aspects of vehicle charging, backend operations and payment processing, and to convey real-time information on station location, status, charging equipment availability and pricing to EV drivers and partners. EVgo designs its network of fast charging stations to continue to scale with rapid electrification of transportation and meet all major customer use cases and requirements expected in its served markets.

EVgo has established commercial relationships with automotive OEMs such as GM, Tesla, Nissan and BMW; rideshare and other fleets such as Uber and Lyft; site hosts such as Whole Foods, Safeway and Kroger; state governments including California, Virginia, Pennsylvania and Washington; and a wide range of electric utilities. EVgo believes these 1

commercial relationships will facilitate EVgo’s long-term growth at or above the unprecedented rate of growth of the EV market generally over the next several years.

EVgo has multiple channels through which it earns revenue. EVgo’s principal revenue stream is from the provision of charging services for EVs of all types on EVgo’s network. In addition, a variety of business-to-business commercial relationships provide EVgo with revenue or cash payments based on commitments to build new infrastructure, provide guaranteed access to charging, and offer marketing, data and software-driven services. EVgo also earns revenue from the sale of regulatory credits generated through sales of electricity and its operation and ownership of its DCFC network. This combination of revenue streams can drive long-term margin expansion and customer retention.

Specifically, revenue is earned through the following streams:

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●	Charging revenue, retail: EVgo sells electricity directly to drivers who access EVgo’s publicly available networked chargers. Various pricing plans exist for customers, and drivers have the choice to charge as members (with monthly fees and reduced per minute pricing), through a subscription service or as non-members. Drivers locate the chargers through EVgo’s mobile application, their vehicle’s in-dash navigation system or third-party databases that license charger-location information from EVgo. Additionally, EVgo has established interoperability and roaming agreements with other charging networks allowing EVgo customers to charge seamlessly at non-EVgo stations and allowing non-EVgo customers to utilize EVgo chargers. EVgo believes roaming agreements are an effective avenue to acquire customers, enhance customer experience and accelerate EV adoption. Over the last twelve months, EVgo has experienced net inbound traffic via its roaming partners, with inbound revenues outpacing outbound revenues by approximately four times. EVgo installs its chargers in parking spaces owned or leased by commercial or public-entity site hosts that desire to provide EV charging services at their respective location. Commercial site hosts include retail centers, offices, medical complexes, airports and convenience stores. EVgo believes its offerings are well aligned with the goals of site hosts, as many commercial businesses increasingly view EV-charging capabilities as essential to attract tenants, employees, customers and visitors, and achieve sustainability goals. Site hosts are generally able to obtain these benefits at no cost when partnering with EVgo, as EVgo is responsible for the installation and operation of chargers located on site hosts’ properties.
●	Charging revenue, OEM: EVgo is a leader in OEM charging programs and has pioneered innovative revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers. EVgo contracts directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access EVgo’s public charger network, to expand EVgo’s network of owned DCFCs and to provide other related services. Other related services currently provided to OEMs by EVgo include data services and digital application services. EVgo views its OEM relationships as a core customer acquisition channel.
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●	Charging revenue, commercial: High volume fleet customers, such as TNCs or delivery services, can access EVgo’s charging infrastructure through the EVgo public network. Pricing for charging services is negotiated directly between EVgo and the fleet owner based on the business needs and usage patterns of the fleet. Typically in these arrangements EVgo contracts with, and bills, the fleet owner directly rather than individual fleet drivers utilizing EVgo chargers. Access to EVgo’s public network allows fleet and rideshare operators to support mass adoption of transportation electrification and achieve sustainability goals without needing to directly invest capital in charging infrastructure or incur operating costs associated with charging equipment.
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In addition to offering access to its public network, EVgo offers dedicated charging solutions to fleets. As part of this offering, EVgo typically builds, owns, and operates charging infrastructure for the exclusive use of a dedicated customer and is currently piloting flexible ownership models, such as its ChaaS offering. EVgo’s dedicated and ChaaS offerings provide a value proposition for fleets who might otherwise feel compelled to procure, install and manage their own EVSE. EVgo offers a variety of pricing models for its dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments to EVgo for provision of its services. ChaaS and dedicated charging allow for tailored fleet charging solutions without requiring fleets to directly incur capital expenditures or operating and management costs related to 2

charging EVs. Together, EVgo’s dedicated charging solutions and public fleet charging services provide fleets with a more robust and flexible charging solution.

●	Network revenue, OEM.: Revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606. Proceeds from these contracts are allocated to performance obligations including marketing activities, memberships, reservations and the expiration of unused charging credits. Marketing activities are recognized at a point in time as the services are performed and measurement is based on amounts spent. For memberships and reservations, revenue is recognized over time and measured based on the charging activity of subscriber members at each measurement period. Any unused charging credits are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method.
●	Ancillary revenue: Historically, ancillary revenue has consisted primarily of maintenance services and development and project management revenue, including EVSE installation, networking and operations. EVgo also provides data-driven and technology-driven services to its retail, OEM, fleet, government, and site hosts to best meet their needs. These offerings currently include customization of digital applications and charging data integration. EVgo is currently piloting micro-targeted advertising services, smart charging reservations, loyalty programs, and access to chargers behind parking lot pay gates. EVgo believes the ability to layer ancillary revenue streams on core charging revenues differentiates EVgo and enhances brand loyalty from customers and partners.
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●	Regulatory credit sales: As a charging station owner and operator, EVgo earns regulatory credits, such as Low Carbon Fuel Standard (“LCFS”) and other regulatory credits, in states where such programs are enacted — Fast Charging Infrastructure (“FCI”) in California and Clean Fuel Standards in Oregon. These credits are generated through charging station operations based on kWh of charging electricity sold. EVgo earns additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates.
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Recent Developments

COVID-19 Outbreak

The global outbreak of COVID-19 has resulted in the implementation of numerous actions taken by governments, governmental agencies, multilateral organizations and other entities in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in worldwide economic activity and extreme volatility in the global financial markets which have affected new car sales, including EVs, and significantly reduced people’s mobility, and the accompanying demand for charging services. EVgo experienced a significant decline in monthly GWh throughput beginning in March 2020. Between March and July 2020, EVgo deactivated chargers due to decreased usage as a result of COVID-19, experiencing downtime when host sites were closed. As economic activity has resumed and new EV sales have increased, charging revenue for the three months ended June 30, 2021 was higher than the last pre-COVID quarter, the three months ended December 31, 2019, by 11%.

The COVID-19 pandemic also impacted EVgo’s operations through construction delays and supply chain and shipping constraints. EVgo delayed operational dates of over 400 chargers by six to nine months due to delays in various stages of site planning and construction caused by COVID-19. When governments and businesses shut down in response to shelter in place orders and other similar actions by state and local governments, permitting, inspection and other city and municipal services were suspended or otherwise impacted, and EVgo had reduced access to host sites for construction and on-site survey and design. EVgo also experienced delays in its site host negotiations as hosts devoted more time to day-to-day operations and employee health and safety. In addition, EVgo experienced delays in equipment fulfillment and other logistics related to reduced operational capacity of warehouses and shipping vessel backlogs, which has caused additional delays in early 2021. Finally, for some contractual commitments, EVgo is required to adhere to a construction schedule over specific timeframes. Those timelines were impacted due to delays associated with COVID 19, and it is possible that the ongoing pandemic could continue to impact these timelines in the future. 3

As part of the modified business practices in response to COVID-19, the incremental costs encompassed mainly the purchase of personal protective equipment, a subscription to Go Evo, a COVID-19 employee screening app, and COVID-19 testing expenses, which in total were not material.

How COVID-19 will affect EVgo’s future business results is unclear. While the disruption is expected to be temporary, there is considerable uncertainty around the duration and magnitude of this disruption. The Company expects continued significant, negative impacts to its financial position, results of operations and cash flows in 2021 and beyond as charging revenue and regulatory credit sales are expected to decrease significantly due to the disruption. Development and commissioning lead times are expected to be extended as a result of the lockdowns and other measures taken by the state and local governments to mitigate the spread of COVID 19. The extent of the financial impact and duration cannot be reasonably estimated at this time.

Business Combination

On January 21, 2021, the EVgo Parties entered into the Business Combination Agreement with CRIS and SPAC Sub, pursuant to which the parties underwent a series of transactions to consummate the Business Combination on July 1, 2021. Following the Business Combination, CRIS was renamed “EVgo Inc.” The Business Combination was accounted for as a reverse recapitalization. EVgo was deemed the accounting predecessor and the combined entity was the successor registrant, meaning that EVgo’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. Under this method of accounting, CRIS was treated as the acquired company for financial statement reporting purposes.

Recargo Acquisition

On July 9, 2021, a subsidiary of EVgo acquired Recargo, Inc. (“Recargo”) from an affiliate of innogy SE, a European electric utility company based in Germany, for $25 million in cash, including repayment of $3.0 million of indebtedness, pursuant to the Stock Purchase Agreement, dated July 9, 2021, by and among innogy e-Mobility US LLC, innogy SE solely in its capacity as guarantor, and EVgo Recargo HoldCo LLC (the “SPA”). Recargo is an EV, cloud-based data solution provider formed in 2009 and focused on EV app development, market research, data licensing, reporting and advertising.

Key Components of Results of Operations

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Revenue

EVgo’s revenues are generated across various business lines. The majority of EVgo’s revenue is generated from the sale of charging services, which are comprised of retail, OEM and commercial business lines. In addition, EVgo generates ancillary revenues through the sale of data services, consumer retail services and the development and project management of third-party owned charging sites. EVgo also offers network services to OEM customers, including memberships and marketing. Finally, as a result of owning and operating the EV charging stations, EVgo earns regulatory credits such as LCFS credits which are sold to generate additional revenue.

Revenue from related parties

Historical revenue from related parties consists primarily of revenue received from the Nissan Agreement for the period in which Nissan was a minority owner of EVgo. EVgo provided, and continues to provide, several service offerings under the Nissan contracts, including charging and ancillary services. As of January 16, 2020, the date LS Power completed its acquisition of EVgo, Nissan is no longer a related party. In addition, during 2020, EVgo entered into various agreements with an affiliate of LS Power for the purchase and sale of California LCFS credits at prevailing market prices. 4

Cost of sales

Cost of sales consists primarily of energy usage fees, depreciation and amortization expenses, site operating and maintenance expenses, customer service and network charges, warranty and repair services, and site lease and rental expense associated with charging equipment.

Gross profit (loss) and gross margin

Gross profit (loss) consists of EVgo’s revenue less its cost of sales. Gross margin is gross profit (loss) as a percentage of revenue.

General and administrative expenses

General and administrative expenses primarily consist of payroll and related personnel expenses, IT and office services, office rent expense and professional services. EVgo expects its general and administrative expenses to increase in absolute dollars as it continues to grow its business but to decrease over time as a percentage of revenue. EVgo also expects to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general and director and officer insurance, investor relations and other professional services.

Transaction bonus

Transaction bonus consists of expenses related to the contingent transaction bonus awarded to certain eligible employees in connection with LS Power’s acquisition of EVgo on January 16, 2020 (the “LS Power Acquisition Date”).

Depreciation, amortization and accretion

Depreciation, amortization and accretion consists of depreciation related to EVgo’s property and equipment not associated with charging equipment, and, therefore, not included in the depreciation and amortization expenses recorded in cost of sales. This includes amortization of EVgo’s intangible assets, accretion related to EVgo’s asset retirement obligations, and amortization of EVgo’s capital build liabilities.

Operating loss and operating margin

Operating loss consists of EVgo’s gross loss less general and administrative expenses, transaction bonus expense, and depreciation, amortization, and accretion. Operating margin is operating loss as a percentage of revenue.

Interest expense, related party

Interest expense, related party consists primarily of interest due under the Secured Grid Demand Promissory Note, dated January 16, 2020, by and between the Company and EVgo Holdings, LLC (the “LS Power Note”). As of June 30, 2021, $59.6 million was outstanding under the Demand Note, which includes $1.9 million of accrued interest expense. Pursuant to the terms of the Business Combination Agreement, the LS Power Note was cancelled immediately prior to the closing of the Business Combination and deemed to be an equity contribution to the Company.

Other income, related party

Other income, related party consisted of income received under agreements with NRG Energy, Inc. (“NRG”) and Nissan. On June 16, 2017, EVgo entered into a Master EV Services Agreement (the “NRG Agreement”) with NRG to install and operate a network of EV charging stations on behalf of NRG. NRG compensated EVgo for costs incurred for operating the charging network. In addition, on March 29, 2016, EVgo entered into a Program Services Agreement (the “NEDO Agreement”) with Nissan to install and operate a number of chargers on behalf of Nissan. Nissan compensated EVgo for costs incurred for operating the charging network. Under both agreements, the cost of the chargers was included 5

in property and equipment and the related capital build liability for each agreement is included as a long-term liability on the balance sheet. Subsequent to the LS Power Acquisition Date, income received under the NRG and Nissan agreements are disclosed as other income, net.

Other income, net

Other income, net, consists primarily of income received under agreements with NRG and Nissan subsequent to the LS Power Acquisition Date as well as unrealized gains on marketable securities.

Net loss

Net loss consists of EVgo’s operating loss and interest expense – related party less other income – related party and other income, net.

Key Performance Indicators

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EVgo management uses several performance metrics to manage the business and evaluate financial and operating performance. EVgo considers the following indicators to be of critical importance:

Network throughput

Network throughput represents the total amount of kWh that was consumed by EVs using chargers and charging stations on EVgo’s network. EVgo typically monitors kWh sales by business line, customer, and customer class. EVgo believes monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health.

Number of DC stalls on EVgo’s network

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Number of DC stalls represents the total number of DC stalls that EVgo has operational on its network. One stall can charge one vehicle at a time. There are certain configurations of EVgo sites where one DC charger is capable of charging one vehicle at a time, all chargers at such a site will be counted as one stall per one charger. There are certain configurations of EVgo sites where one DC charger is capable of charging two vehicles simultaneously; all chargers at such a site would be counted as two stalls per one charger.

The following table represented network throughput and number of DC stalls on EVgo’s network:

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​	​	​	​	​
​	​	​	​	Combined
​	​	​	​	Successor
​	​	​	​	And
​	​	Successor	​	Predecessor
​	****	June 30,	​	June 30,
​	****	2021	​	2020
Network throughput (GWh) for the three months ended	​	6.1	​	2.7
Network throughput (GWh) for the six months ended		10.2		7.5
​	​	​	​	​
Number of DC stalls on EVgo network		1,548	​	1,376

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Factors Affecting EVgo’s Operating Results

EVgo believes its performance and future success depend on several factors, including those discussed below:

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EV Sales. EVgo’s revenue growth is directly tied to the adoption and continued acceptance and usage of passenger and commercial EVs sold, which it believes drives the demand for electricity, charging infrastructure and charging services. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, there is no guarantee of such future demand. Factors impacting the adoption

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of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed and cost of EV charging; volatility in the price of gasoline and diesel; EV supply chain disruptions including availability of certain components (e.g. semiconductors), ability of EV OEMs to ramp-up EV production, availability of batteries, and battery materials; availability, cost and desirability of other alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy gasoline and diesel-powered vehicles; and increases in fuel efficiency. In addition, macroeconomic factors could impact demand for EVs, particularly since EVs can be more expensive than traditional gasoline-powered vehicles. If the market for EVs does not develop as expected or if there is any slowdown or delay in overall adoption of EVs, EVgo’s operating results may be adversely affected.
●	EV drivers’ usage pattern. EVgo’s revenues are driven by EV drivers’ driving and charging behaviors. The EV market is still developing and current behavioral patterns may not be representative of future behaviors. Key behavioral shifts may include: annual vehicle miles traveled, preferences for urban, suburban or exurban locations, preferences for public or private fast charging, preference for home or workplace charging, demand from rideshare or urban delivery services, and the emergence of autonomous vehicles, micromobility and mobility as-a-service platforms requiring EV charging services.
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●	Electrification of fleets. EVgo expects meaningful revenue contribution from light-, medium-, and heavy-duty fleet charging as commercial and government fleet owners accelerate electrification initiatives. EVgo faces competition in the fleet segment, including from certain fleet customers who may opt to install and own the charging equipment on their property, but believes its unique set of offerings to fleets and existing charging network positions EVgo advantageously to win business from fleets. Fleet owners are generally more sensitive to the total cost of ownership (“TCO”) than private-vehicle owners. As such, electrification of vehicle fleets may occur more slowly or more rapidly than we expect based on the cost to purchase, operate and maintain EVs and the general availability of such vehicles relative to those of legacy ICE vehicles. EVgo’s, and other competitors’, ability to offer competitive charging services and value-added ancillary services may impact the cadence at which fleets electrify and impact EVgo’s ability to capture market share in fleets. Additionally, federal, state and local government support and regulations directed at fleets (or lack thereof) may accelerate or delay fleet electrification and increase or reduce EVgo’s business opportunity. We are currently monitoring several key rules that may encourage fleet electrification including California’s Advanced Clean Truck Rule and the implementation of California’s Clean Miles Standard as well as similar proposals in other zero emission vehicle states.
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●	Competition. The EV charging industry is increasingly competitive. The principal factors on which industry participants compete include charger count, locations and accessibility; charger connectivity to EVs and ability to charge all standards; speed of charging relative to expected vehicle dwell times at the location; DCFC network reliability, scale and local density; software-enabled services offering and overall customer experience; operator brand, track record and reputation; and access to equipment vendors, service providers and policy incentives, and pricing. Existing competitors may expand their product offerings and sales strategies, new competitors may enter the market and certain fleet customers may choose to install and operate their own charging infrastructure. If EVgo’s market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted.
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●	Regulatory environment. EVgo is subject to federal, state and local regulations including consumer laws and regulations, tax laws and regulations, consumer privacy laws and regulations, engineering and civil and electrical construction laws and regulations. EVgo’s current business plan assumes no material change in these laws and regulations. In the event any such change occurs, compliance with new laws and regulations might significantly affect EVgo operations and cost of doing business.
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●	Government mandates, incentives and programs. The U.S. federal government, some state and local governments, and certain utilities provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, grants and other financial incentives. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective
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7

price of EVs and EV charging stations. However, these incentives may expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy. In particular, the credits under Section 30C of the Code, and state, local and utility funding allocations may sunset or become fully utilized without renewal. There can be no assurance that any of these programs, including credits under Section 30C will have sufficient availability or be extended, or if extended, will not be otherwise reduced. Any reduction in rebates, tax credits, grants or other financial incentives, including the credits under Section 30C of the Code, could negatively affect the EV market and adversely impact EVgo’s business operations and expansion potential. In addition, there is no assurance EVgo will have the necessary tax attributes to utilize any such credits and may not be able to monetize them given the nascent state of the market for such credits or be able to monetize such credits on favorable terms. New tariffs and policies that could incentivize overbuilding of infrastructure may also have a negative impact on the economics of EVgo’s stations. Furthermore, future tariffs and policy incentives may favor equipment manufactured or assembled at American factories, which may put EVgo’s fast charging equipment vendors at a competitive disadvantage, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating EVgo’s ability to apply or qualify for grants and other government incentives, or by disqualifying EVgo from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by federal government agencies.
●	Technology Risks. EVgo relies on numerous internally developed and externally sourced hardware and software technologies to operate its network and generate earnings. EVgo engages a variety of third-party vendors for non-proprietary hardware and software components. The ability of EVgo to continue to integrate its technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries will determine EVgo’s sustained competitiveness in offering charging services. There is a risk that some or all of the components of the EV technology ecosystem become obsolete and EVgo will be required to make significant investment to continue to effectively operate its business. We believe EVgo’s “build, own and operate” model is well-positioned to enable EVgo to remain technology-, vendor- and OEM-agnostic over time and allow EVgo to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.
---	---
●	Sale of regulatory credits. EVgo derives revenue from selling regulatory credits earned for participating in low carbon fuel standard programs, or other similar carbon or emissions trading schemes, in various states and jurisdictions in the United States. EVgo currently sells these credits at market prices. These credits are exposed to various market and supply and demand dynamics which can drive price volatility and are difficult to predict. Price fluctuations in credits may have a material effect on future earnings. The availability of such credits depends on continued governmental support for these programs. If these programs are modified, reduced or eliminated, EVgo’s ability to generate this revenue would be adversely impacted. In addition to current programs, EVgo’s management is currently monitoring proposed programs in Colorado, New York, Massachusetts, Washington, New Mexico and several other states, along with a potential federal program, as potential future revenue streams.
---	---

Results of Operations

EVgo accounted for its acquisition by LS Power as a business combination under Business Combinations (“ASC 805”). Pursuant to ASC 805, EVgo elected to apply pushdown accounting. Under this method, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Refer to Note 3 of the notes to consolidated financial statements as of and for the years ended December 31, 2020 for EVgo, included in the Company’s definitive proxy statement filed with the SEC on May 27, 2021 (“Proxy Statement”) and incorporated by reference in the Super 8-K, for additional information. As a result of the acquisition, EVgo’s consolidated financial statements for the period from and after January 16, 2020 are presented on a different basis than that for the periods before January 16, 2020 due to the application of purchase accounting as of acquisition date and, therefore, are not comparable. 8

The acquisition resulted in the following principal impacts for the period subsequent to the acquisition date:

​

●	Increased depreciation, amortization, and accretion expense resulting from recording of tangible and intangible assets at fair value;
●	Increased interest expense resulting from entering into the LS Power Note with LS Power in conjunction with the close of the Business Combination; and
---	---
●	Increased stock-based compensation expense resulting from the share-based compensation plan formed in accordance with the terms of the acquisition agreement.
---	---

EVgo believes reviewing its operating results for the three- and six-month periods ended June 30, 2020 by combining results of the 2020 predecessor period and 2020 successor period is more useful in discussing overall operating performance when compared to the 2021 successor period. Results presented separately for the predecessor period and successor period are included within the financial statements included elsewhere in this Amended Super 8-K.

Three Months Ended June 30, 2021 and 2020

The tables below presents EVgo’s results of operations and revenue for the three months ended June 30, 2021 and 2020:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	****	​		****	Combined			​	​	​	​
​	​	​		​	Successor		​	​	​	​	​
​	​	​		​	and		​	​	​	​	​
​	​	Successor		​	Predecessor		​	​	​	​	​
​	​	Three months ended June 30					​	Change			​
​	****	2021		****	2020		****			%	​
​	****	​	(dollars in thousands)								​
Revenue		$	4,783		$	2,957	​		​	62	%
Cost of sales		​	7,549		​	5,916	​	​	​	28	%
Gross loss		​	(2,765)		​	(2,959)	​	​	​	7	%
General and administrative		​	12,247		​	6,796	​	​	​	80	%
Depreciation, amortization, and accretion		​	2,545		​	2,451	​	​	​	4	%
Operating loss		​	(17,557)		​	(12,206)	​	​	​	(44)	%
Interest expense, related party		​	1,039		​	280	​	​	​	271	%
Interest income	​	​	(1)		​	0	​	​	​	​	​
Other income, net		​	(174)		​	(2,080)	​	​	​	92	%
Net loss		$	(18,421)		$	(10,406)	​		​	(77)	%
​	​	​	​	​	​	​	​	​	​	​	​
Gross margin		​	(57.8)	%	​	(100.1)	%	​			​
Operating margin		​	(367.1)	%	​	(412.8)	%	​			​
Network throughput (GWh)		​	6.1		​	2.7	​	​			​
Number of DC stalls		​	1,548		​	1,376	​	​			​

All values are in US Dollars.

​ 9

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	Combined		​	​	​	​	​
​	​	​		​	Successor		​	​	​	​	​
​	​	​		​	and		​	​	​	​	​
​	​	Successor		​	Predecessor		​	​	​	​	​
​	​	Three months ended June 30,					​	Change
​	****	2021		****	2020		****			%
​	****	(dollars in thousands)							​	​	​
Revenue		​			​		​	​			​
Charging revenue, retail	​	$	2,499	​	$	959	​		​	161	%
Charging revenue, OEM	​	​	150	​	​	378	​	​	​	(60)	%
Charging revenue, commercial	​		546	​		313	​	​	​	74	%
Network revenue, OEM	​		275	​		144	​	​	​	91	%
Ancillary revenue	​		639	​		222	​	​	​	188	%
Regulatory credit sales	​		675	​		940	​	​	​	(28)	%
Total revenue	​	$	4,783	​	$	2,957	​		​	62	%

All values are in US Dollars.

​

Charging revenue, retail

Charging revenue, retail, for the three months ended June 30, 2021 increased $1.5 million, or 161%, to $2.5 million compared to $1.0 million for the three months ended June 30, 2020. Period-over-period growth was due to an overall increase in usage and subscription fees driven primarily by a growing number of customers and increased charging volume as well as the ongoing recovery from COVID-19.

​

Charging revenue, OEM

Charging revenue, OEM, for the three months ended June 30, 2021 decreased $0.2 million, or 60%, to $0.2 million compared to $0.4 million for the three months ended June 30, 2020. The decrease was primarily driven by the end of one of our OEM programs.

Charging revenue, commercial

Charging revenue, commercial, for the three months ended June 30, 2021 increased $0.2 million, or 74%, to $0.5 million compared to $0.3 million for the three months ended June 30, 2020. The increase was the attributable to new fleet contracts signed during 2020 and increased charging volume and also due to the ongoing recovery from COVID-19.

Network revenue, OEM

Network revenue, OEM, for the three months ended June 30, 2021 increased $0.1 million, or 91%, to $0.3 million compared to $0.1 million due to increased revenue under an OEM agreement related to marketing activities, memberships fees and the breakage of prepaid charging credits.

Ancillary revenue

Ancillary revenue for the three months ended June 30, 2021 increased $0.4 million, or 188%, to $0.6 million compared to $0.2 million for the three months ended June 30, 2020. The increase was primarily the result of period-over-period increases in development revenue and equipment sales, as well as miscellaneous non-charging revenue. Partially offsetting these increases were period-over-period decreases in maintenance revenue.

Regulatory credit sales

Regulatory credits for the three months ended June 30, 2021 decreased $0.3 million, or 28%, to $0.7 million compared to $0.9 million for the three months ended June 30, 2020. The period-over-period decrease was primarily due to lower network throughput during the prior periods in which the regulatory credits were generated, resulting in less regulatory credits that were available for sale. Network throughput during the period October 2020 to December 2020 was 10

significantly impacted by COVID-19 compared to network throughput during the period from October 2019 to December 2019.

​

Cost of sales

Cost of sales for the three months ended June 30, 2021 increased $1.6 million, or 28%, to $7.5 million compared to $5.9 million for the three months ended June 30, 2020. The increase in cost of sales was due to an increase of $0.9 million in non-energy costs from an increased stall count, $0.4 million in increased cost of equipment sales, and $0.3 million in increased energy and other variable costs due to increased throughput.

Gross loss and gross margin

Gross loss for the three months ended June 30, 2021 improved $0.2 million, or 7%, to $2.8 million compared to $3.0 million for the three months ended June 30, 2020. Gross margin for the three months ended June 30, 2021 improved to negative 58% from negative 100% for the three months ended June 30, 2020 due to the improved leveraging of non-energy related fixed costs.

General and administrative

General and administrative costs for the three months ended June 30, 2021 increased $5.5 million, or 80%, to $12.2 million compared to $6.8 million for the three months ended June 30, 2020. The increase was driven by $4.0 million increase in professional services and $1.5 million due to increased payroll expenses.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expenses increased by $0.1 million, or 4%, and was $2.5 million for the three months ended June 30, 2021 and 2020. The increase was primarily due to higher asset retirement obligation accretion and non-site related depreciation.

Operating loss and operating margin

During the three months ended June 30, 2021, EVgo had an operating loss of $17.6 million, an increase of $5.4 million, or 44%, compared to $12.2 million for the three months ended June 30, 2020. Operating margin for the three months ended June 30, 2021 improved to negative 367% compared to negative 413% for the three months ended June 30, 2020. The deterioration in operating loss and operating margin period-over-period was primarily due to an increase in general and administrative expenses, partially offset by the improvement in gross loss.

Interest expense, related party

Interest expense, related party, for the three months ended June 30, 2021 increased $0.8 million, or 271%, to $1.0 million compared to $0.3 million for the three months ended June 30, 2020. The increase was related to increased borrowings under the LS Power Note entered into in January 2020.

Other income, net

Other income, net, for the three months ended June 30, 2021 decreased $1.9 million, or 92%, to $0.2 million compared to $2.1 million for the three months ended June 30, 2020. The decrease was primarily due to the decrease in income from one of the capital build programs that ended during 2020, partially offset by an unrealized gain on investment.

Net Loss

Net loss for the three months ended June 30, 2021 was $18.4 million, an $8.0 million, or 77%, increase compared to $10.4 million for the three months ended June 30, 2020. The increased net loss was primarily due to the increase in 11

general and administrative expenses and, to a lesser extent, the decrease in other income, net, and the increase in interest expense, related party.

​

Six Months Ended June 30, 2021 and 2020

The table below presents EVgo’s results of operations and revenue for the six months ended June 30, 2021 and 2020:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​		****	Combined		​	​	​
​	​	​		​	Successor		​	​	​	​
​	​	​		​	and		​	​	​	​
​	​	Successor		​	Predecessor		​	​	​	​
​	****	Six months ended June 30						Change
​	****	2021		****	2020		****			%
​	****	(dollars in thousands)							​	​	​
Revenue		$	8,352		$	6,745	​		​	24	%
Revenue from related party		​	562		​	65	​	​	​	760	%
Total revenues		​	8,914		​	6,810	​	​	​	31	%
Cost of sales		​	14,288		​	12,312	​	​	​	16	%
Gross loss		​	(5,375)		​	(5,502)	​	​	​	2	%
General and administrative		​	23,320		​	13,657	​	​	​	71	%
Transaction bonus		​	—		​	5,316	​	​	​	(100)	%
Depreciation, amortization, and accretion		​	5,055		​	4,558	​	​	​	11	%
Operating loss		​	(33,750)		​	(29,033)	​	​	​	(16)	%
Interest expense, related party		​	1,915		​	402	​	​	​	376	%
Interest income	​	​	(1)		​	0	​	​	​	​	​
Other income, related party		​	—		​	(342)	​	​	​	(100)	%
Other income, net		​	(632)		​	(3,876)	​	​	​	84	%
Net loss		$	(35,032)		$	(25,216)	​		​	(39)	%
​	​	​	​	​	​	​	​	​	​	​	​
Gross margin		​	(60.3)	%	​	(80.8)	%	​		​	​
Operating margin		​	(378.6)	%	​	(426.3)	%	​			​
Network throughput (GWh)		​	10.2	​	​	7.5	​	​			​
Number of DC stalls		​	1,548	​	​	1,376	​	​			​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	Combined		​	​	​
​	​	​		​	Successor		​	​	​	​
​	​	​		​	and		​	​	​	​
​	​	Successor		​	Predecessor		​	​	​	​
​	****	Six months ended June 30,						Change
​	****	2021		****	2020		****			%
​	****	(dollars in thousands)					​	​	​	​	​
Revenue		​			​		​	​			​
Charging revenue, retail	​	$	4,302	​	$	2,582	​		​	67	%
Charging revenue, OEM	​	​	482	​	​	834	​	​	​	(42)	%
Charging revenue, commercial	​		1,037	​		710	​	​	​	46	%
Network revenue, OEM	​		807	​		214	​	​	​	277	%
Ancillary revenue	​		1,043	​		540	​	​	​	93	%
Regulatory credit sales	​		1,243	​		1,930	​	​	​	(36)	%
Total revenue	​	$	8,914	​	$	6,810	​		​	31	%

All values are in US Dollars.

​

Charging revenue, retail

Charging revenue, retail, for the six months ended June 30, 2021 increased $1.7 million, or 67%, to $4.3 million compared to $2.6 million for the six months ended June 30, 2020. Period-over-period growth was due to an overall increase in usage driven primarily by increased charging volume related to the ongoing recovery from COVID-19. 12

​

Charging revenue, OEM

Charging revenue, OEM, for the six months ended June 30, 2021 decreased $0.4 million, or 42%, to $0.5 million compared to $0.8 million for the six months ended June 30, 2020. The decrease was primarily driven by the end of one of our OEM programs.

Charging revenue, commercial

Charging revenue, commercial, for the six months ended June 30, 2021 increased $0.3 million, or 46%, to $1.0 million compared to $0.7 million for the six months ended June 30, 2020. The increase was attributable to new fleet contracts signed during 2020 and increased charging volume related to the ongoing recovery from COVID-19.

​

Network revenue, OEM

Network revenue, OEM, for the six months ended June 30, 2021 increased $0.6 million, or 277%, to $0.8 million compared to $0.2 million due to increased revenue under an OEM agreement related to marketing activities, memberships fees and the breakage of prepaid charging credits.

Ancillary revenue

Ancillary revenue for the six months ended June 30, 2021 increased $0.5 million, or 93%, to $1.0 million compared to $0.5 million for the six months ended June 30, 2020. The increase was primarily due to an increase in miscellaneous non-charging revenue and, to a lesser extent, equipment sales.

Regulatory credit sales

Regulatory credits for the six months ended June 30, 2021 decreased $0.7 million, or 36%, to $1.2 million compared to $1.9 million for the six months ended June 30, 2020. The period-over-period decrease was primarily due to lower network throughput during the prior periods in which the regulatory credits were generated, resulting in less regulatory credits that were available for sale. Network throughput during the period July 2020 to December 2020 was significantly impacted by COVID-19 compared to network throughput during the period from July 2019 to December 2019.

Cost of sales

Cost of sales for the six months ended June 30, 2021 increased $2.0 million, or 16%, to $14.3 million compared to $12.3 million for the six months ended June 30, 2020. The increase in cost of sales during the six months ended June 30, 2021 was due to an increase of $1.3 million in non-energy costs from an increased stall count, $0.5 million from increased cost of equipment sales, replacement costs, and development costs, and $0.2 million in increased energy and other variable costs due to increased throughput.

Gross loss and gross margin

Gross loss for the six months ended June 30, 2021 improved by $0.1 million, by 2%, to $5.4 million compared to $5.5 million for the six months ended June 30, 2020. Gross margin for the six months ended June 30, 2021 improved from to negative 60% to negative 81% for the six months ended June 30, 2020 due to the improved leveraging of non-energy related fixed costs, energy costs, as well as improved ancillary margin.

General and administrative

General and administrative costs for the six months ended June 30, 2021 increased $9.7 million, or 71%, to $23.3 million compared to $13.7 million for the six months ended June 30, 2020. The increase was due to $6.6 million in 13

increased professional services, $2.3 million in increased payroll expenses due to more headcount, and a $0.7 million increase in marketing expenses.

Transaction bonus

There was no transaction bonus awarded during the six months ended June 30, 2021. Transaction bonus for the six months ended June 30, 2020 was $5.3 million, which was awarded to certain eligible employees in conjunction with the LS Power acquisition of EVgo.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expenses for the six months ended June 30, 2021 increased $0.5 million, or 11%, to $5.1 million compared to $4.6 million for the six months ended June 30, 2020. The increase was primarily due to additional amortization expense recognized as a result of the LS Power acquisition of EVgo.

Operating loss and operating margin

During the six months ended June 30, 2021, EVgo had an operating loss of $33.7 million, an increase of $4.7 million, or 16%, compared to $29.0 million for the six months ended June 30, 2020. Operating margin for the six months ended June 30, 2021 improved to negative 379% compared to negative 426% for the six months ended June 30, 2020. The improvement in operating margin period-over-period was primarily due to the leveraging of increased revenue.

Interest expense, related party

Interest expense, related party, for the six months ended June 30, 2021 increased $1.5 million, or 376%, to $1.9 million compared to $0.4 million for the six months ended June 30, 2020. The increase was related to increased borrowings under the LS Power Note entered into in January 2020.

Other income, related party

There was no other income, related party, for the six months ended June 30, 2021 compared to $0.3 million for the six months ended June 30, 2020. The decrease was due to the reclassification of reimbursements received under the NRG Agreement and NEDO Agreement to other income, net, as a result of the LS Power Merger. Following the close of the merger, these entities were no longer related parties.

Other income, net

Other income, net, for the six months ended June 30, 2021 decreased $3.2 million, or 84%, to $0.6 million compared to $3.9 million for the six months ended June 30, 2020. The decrease was primarily due to the decrease in income from one of the capital build programs that ended during 2020.

Net loss

Net loss for the six months ended June 30, 2021 was $35.0 million, a $9.8 million, or 39%, increase compared to $25.2 million for the six months ended June 30, 2020. The increased net loss was primarily due to the increased general and administrative expenses, and, to a lesser extent, the decrease in other income, net, partially offset by the impact of the transaction bonus that was incurred during the six months ended June 30, 2020.

​

Non-GAAP Financial Measures

---

This Amended Super 8-K includes the non-GAAP financial measures: “Adjusted Cost of Sales,” “Adjusted Gross Profit (Loss),” “Adjusted Gross Margin,” “EBITDA,” “Adjusted EBITDA” and “Receipts.” EVgo believes these financial measures are useful to investors in evaluating EVgo’s financial performance. In addition, EVgo uses these measures internally to establish forecasts, budgets, and operational goals to manage and monitor its business. Further, due to the 14

nature of certain OEM contracts, there is a significant timing difference between cash receipt and revenue recognition, therefore, EVgo believes Receipts provides valuable insight to the ongoing performance and liquidity of the business. EVgo believes that these non-GAAP financial measures help to depict a more realistic representation of the performance of the underlying business, enabling EVgo to evaluate and plan more effectively for the future. EVgo believes that investors should have access to the same set of tools that its management uses in analyzing operating results.

Adjusted Cost of Sales, Adjusted Gross Profit (Loss), Adjusted Gross Margin, EBITDA, Adjusted EBITDA and Receipts are not prepared in accordance with GAAP and they may be different from non-GAAP financial measures used by other companies. These measures should not be considered as measures of financial performance or liquidity under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing EVgo’s financial performance or liquidity. These metrics should not be considered as alternatives to net income (loss) or any other performance or liquidity measures derived in accordance with GAAP.

​

Adjusted Cost of Sales, Adjusted Gross Profit (Loss), Adjusted Gross Margin, EBITDA and Adjusted EBITDA. EVgo defines Adjusted Cost of Sales as cost of sales before: (i) depreciation and amortization, (ii) shared-based compensation, and (iii) OEM reimbursement. Adjusted Gross Profit (Loss) is defined as revenues less Adjusted Cost of sales. Adjusted Gross Margin is defined as Adjusted Gross Profit (Loss) as a percentage of revenues. EBITDA as net income (loss) before (i) interest expense, (ii) income taxes and (iii) depreciation and amortization. EVgo defines Adjusted EBITDA as EBITDA plus (i) stock based compensation expense, (ii) loss on disposal of assets and (iii) other unusual or nonrecurring income (expenses) such as bad debt expense.

​

The following unaudited table presents the reconciliation of net loss, the most directly comparable GAAP measure to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​		​	Combined		****	​	​		​	Combined
​	​		​	Successor		****	​	​		​	Successor
​	​		​	and		****	​	​		​	and
​	Successor		​	Predecessor		****	​	Successor		​	Predecessor
​	Three months ended					​	****	Six months ended
​	June 30,					​	****	June 30,
​	2021		****	2020		​	****	2021		****	2020
​	(dollars in thousands)
Net loss	$	(18,421)	​	$	(10,406)	​	​	$	(35,032)	​	$	(25,216)
Adjustments:			​			​	​			​
Depreciation		2,749	​		2,271	​	​		5,230	​		4,382
Amortization		2,148	​		2,148	​	​		4,295	​		3,965
Accretion		354	​		288	​	​		683	​		561
Interest income		(1)	​		—	​	​		(1)	​		—
Interest expense		1,039	​		280	​	​		1,915	​		402
State and local taxes		—	​		(2)	​	​		—	​		6
EBITDA	$	(12,132)	​	$	(5,421)	​	​	$	(22,910)	​	$	(15,900)
Stock option expense		531	​		243	​	​		1,010	​		464
Loss on disposal of asset		116	​		114	​	​		347	​		295
Unrealized gain on investment	​	(175)	​	​	—	​	​	​	(577)	​	​	—
Bad debt expense		98	​		40	​	​		168	​		104
Non-recurring costs (1)		553	​		(9)	​	​		1,174	​		5,307
Adjusted EBITDA	$	(11,009)	​	$	(5,033)	​	​	$	(20,788)	​	$	(9,730)

---

(1)	Includes non-recurring expense of $5.3 million of transaction bonus costs related to LS Power’s acquisition of EVgo incurred during the six months ended June 30, 2020.

​ 15

Receipts*.* We define Receipts, a non-GAAP financial measure, as total revenue plus change in deferred revenue over the same period. Pursuant to the term of certain OEM contracts, we are paid well in advance of when revenue can be recognized according to ASC 606; usually, the payment is tied to the number of stalls that commence operations under the applicable contract arrangement. We believe that Receipts provides investors insight into cash generated from our customers and our periodic performance and liquidity. We use Receipts to monitor and measure our commercial performance, liquidity and growth as our OEM customers pay us in advance for placing stalls in operation and then we recognize a portion of the related revenue over time. The calculation of Receipts for the three and six months ended June 30, 2021 and 2020 is set forth in the table below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​		​	Combined		****	​	​		​	Combined		****
​	​		​	Successor		****	​	​		​	Successor		****
​	​		​	and		****	​	​		​	and		****
​	Successor		​	Predecessor		****	​	Successor		​	Predecessor		****
​	Three months ended					​	****	Six months ended					​
​	June 30,					​	****	June 30,					​
​	2021		****	2020		​	****	2021		****	2020		​
​	(dollars in thousands)					​	****	(dollars in thousands)					​
Receipts	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues	$	4,783	​	$	2,957	​	​	$	8,914	​	$	6,810	​
Change in deferred revenue (1)(2)		225	​		72	​	​		20,778	​		(289)	​
Total Receipts	$	5,008	​	$	3,029	​	​	$	29,692	​	$	6,521	​
Year-over-year percentage change in total Receipts		65%	​		​	​	​		355%	​		​	​

​

(1)	As presented on or derived from our condensed consolidated statements of cash flows.
(2)	Change in deferred revenue, for the six months ended June 30, 2021, includes the first payment received by EVgo in March 2021 of $20.0 million under one of our OEM agreements.
---	---

​

Liquidity and Capital Resources

EVgo has a history of operating losses and negative operating cash flows. As of June 30, 2021, EVgo had a cash balance of $1.0 million and a working capital deficit of $77.4 million. As of December 31, 2020, EVgo had a cash balance of $7.9 million and a working capital deficit of $43.6 million. The Company’s net cash outflow for the six months ended June 30, 2021 was $6.5 million. On July 1, 2021, EVgo completed its Business Combination and received approximately $572.6 million, net of transaction costs and redemptions. We believe our operating cash flows, together with our cash on hand and the cash obtained as a result of the Business Combination is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the date of this Amended Super 8-K.

To date, EVgo’s primary sources of liquidity have been cash flows from operations, government grants, strategic relationships with OEMs and loans and equity contributions from its shareholders, including Vision Ridge Partners and LS Power. EVgo’s primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers, and capital expenditures (including property and equipment). EVgo’s principal uses of cash in recent periods have been funding its operations and investing in capital expenditures.

Cash flows for the six months ended June 30, 2021 and 2020

​	​	​	​	​	​	​
​	​	​		​	Combined
​	​	​		​	Successor
​	​	​		​	and
​	​	Successor		​	Predecessor
​	****	Six months ended
​	****	June 30,
​	****	2021		****	2020
​	****	(dollars in thousands)
Cash flows used in operating activities	​	$	(1,357)	​	$	(15,757)
Cash flows used in investing activities	​		(23,341)	​		(7,734)
Cash flows provided by financing activities	​		18,185	​		28,999
Net (decrease) increase in cash and cash equivalents	​	$	(6,513)	​	$	5,508

​ 16

Operating Activities. Cash used in operating activities for the six months ended June 30, 2021 was $1.4 million compared to cash used in operating activities of $15.8 million during the six months ended June 30, 2020. The period-over-period increase was primarily due to the increased cash flows from deferred revenue of $21.1 million and, to a lesser extent, the increased cash inflows of $2.3 million related to accrued liabilities, partially offset by the increase in net losses incurred of $9.8 million.

Investing Activities. Cash used in investing activities for the six months ended June 30, 2021 was $23.3 million compared to $7.7 million during the six months ended June 30, 2020. The increase was primarily due to purchases of property and equipment of $15.9 million from increased chargers purchased and more charging stations in construction during the six months ended June 30, 2021 compared to the same prior-year period.

Financing Activities. Cash provided by financing activities decreased for the six months ended June 30, 2021 by $10.8 million to $18.2 million compared to $29.0 in the same prior-year period. The decrease was due to payments of $5.5 million on the note payable, related party, the impact of $5.3 million in contributions made in 2020, $1.7 million in payments of deferred offering costs and $1.6 million in decreased cash received for capital build partially offset by $3.3 million in additional proceeds received from the note payable, related party during the six months ended June 30, 2021.

Working Capital. EVgo’s negative working capital as of June 30, 2020 was $77.4 million, compared to $43.6 million as of December 31, 2020. The decrease in working capital was due to the increase in the note payable, related party of $20.4 million and accrued liabilities of $9.4 million.

Off-Balance Sheet Arrangements

---

EVgo did not have any off-balance sheet financing arrangements at June 30, 2021 or December 31, 2020.

Critical Accounting Policies and Estimates

---

Our critical accounting policies reflecting our estimates and judgments are described in the notes to our financial statement as of and for the years ended December 31, 2020 included in the Proxy Statement and incorporated by reference in the Super 8-K. There were no significant changes to our critical accounting policies during the six months ended June 30, 2021.

​

Recent Accounting Pronouncements

---

For a discussion of EVgo’s new or recently adopted accounting pronouncements, see Note 2 to the Unaudited Condensed Consolidated Financial Statements of EVgo as of and for the three and six months ended June 30, 2021 and 2020 filed as exhibit 99.2 with this Amended Super 8-K.

Internal Control Over Financial Reporting

In connection with the preparation and audit of EVgo’s condensed consolidated financial statements as of and for the six months ended June 30, 2021 and 2020 and its consolidated financial statements as of and for the year ended December 31, 2020, material weaknesses were identified in its internal control over financial reporting. See the subsection titled “Risk Factors —Financial, Tax and Accounting—Related Risks—EVgo has identified material weaknesses in its internal control over financial reporting. If EVgo is unable to remediate these material weaknesses, or if EVgo identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of EVgo’s consolidated financial statements or cause EVgo to fail to meet its periodic reporting obligations” incorporated by reference into the Super 8-K.

---

Jumpstart Our Business Startups Act of 2012 (“JOBS Act”)

---

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. Following the Business Combination, the combined company is an “emerging growth company” under the JOBS Act and is allowed to comply with new or revised accounting 17

pronouncements based on the effective date for private (not publicly traded) companies. EVgo elected to delay the adoption of new or revised accounting standards, and as a result, EVgo may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, EVgo’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company,” EVgo is not required to, among other things, (a) provide an auditor’s attestation report on its system of internal control over financial reporting, (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (d) disclose comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we otherwise no longer qualify as an “emerging growth company.”

Following the Business Combination, the combined company will also be a “smaller reporting company” as defined under the Securities Act and Exchange Act. The combined company may continue to be a smaller reporting company so long as either (i) the market value of shares of its common stock held by non-affiliates is less than $250 million or (ii) its annual revenue was less than $100 million during the most recently completed fiscal year and the market value of shares of its common stock held by non-affiliates is less than $700 million. If the combined company is a smaller reporting company at the time it ceases to be an emerging growth company, the combined company may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, the combined company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if the combined company is a smaller reporting company under the requirements of (ii) above, the combined company would not be required to obtain an attestation report on internal control over financial reporting issued by its independent registered public accounting firm.

​

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item. 18

Exhibit 99.3

​

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless otherwise indicated, defined terms included below shall have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2021 (the “Super 8-K”), as amended by Amendment No. 1 on Form 8-K/A filed with the SEC on July 8, 2021 and Amendment No. 2 on Form 8-K/A filed with the SEC on August 12, 2021 (the “Amended Super 8-K”) to which this Exhibit 99.3 is attached.

---

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. For each of the periods presented, the unaudited pro forma condensed combined financial information reflects the combination of historical financial information of EVgo and CRIS, adjusted to give effect to (1) CRIS’s initial public offering (which was completed on October 2, 2020, as further explained below), concurrent private placement of warrants to purchase its Class A common stock and payment of offering expenses and (2) the Business Combination, the PIPE, the payment of transaction costs associated therewith and the cash settlement of certain obligations in accordance with CRIS’s initial public offering (for purposes of this Exhibit 99.3 to the Amended Super 8-K, collectively, the “Transactions”). For purposes of this Exhibit 99.3 to the Amended Super 8-K, EVgo and CRIS are collectively referred to as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company.”

The unaudited pro forma condensed combined financial information has been presented to provide relevant information necessary for an understanding of the Combined Company subsequent to completion of the Transactions. The unaudited pro forma condensed combined balance sheet, which has been presented for the Combined Company as of June 30, 2021, gives effect to the Transactions as if they were consummated on June 30, 2021, excluding the IPO (which was completed on October 2, 2020). The unaudited pro forma condensed combined statements of operations, which have been presented for the six months ended June 30, 2021 and the year ended December 31, 2020, give pro forma effect to the Transactions as if they had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the Combined Company would have been had the Transactions taken place on June 30, 2021, nor is it indicative of the financial condition of the Combined Company as of any future date. The unaudited pro forma condensed combined statements of operations do not purport to represent, and are not necessarily indicative of, what the actual results of operations of the Combined Company would have been had the Transactions taken place on January 1, 2020, nor are they necessarily indicative of the results of operations of the Combined Company for any future period.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and notes thereto:

	●	The unaudited historical condensed consolidated financial statements of EVgo as of and for the six months ended June 30, 2021, which are included in Exhibit 99.1 of the Amended Super 8-K and incorporated herein by reference;
​	​	​
	●	The audited historical consolidated financial statements of EVgo as of and for the year ended December 31, 2020, which combine the predecessor and successor periods, which are included in the Proxy Statement and incorporated herein by reference;
	●	The unaudited historical condensed financial statements of CRIS as of and for the six months ended June 30, 2021, which are included in the Quarterly Report on Form 10-Q filed with the SEC on August 12, 2021 and incorporated herein by reference; and
​	​	​
	●	The audited historical financial statements of CRIS as of December 31, 2020 and for the period from August 4, 2020 (inception) through December 31, 2020, which are included in the Proxy Statement and incorporated herein by reference.

This unaudited pro forma condensed combined financial information should be read together with the sections of the Proxy Statement entitled “EVgo Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “CRIS Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Proposal No. 1— The Business Combination Proposal,” as well as other information included elsewhere in the Proxy Statement, which is incorporated herein by reference, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of EVgo for the six months ended June 30, 2021 and 2020, which is included in Exhibit 99.2 of the Amended Super 8-K and incorporated herein by reference.

​

Description of the Transactions

CRIS was formed as a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CRIS completed its initial public offering of 23,000,000 units at an offering price of $10.00 per unit on October 2, 2020 (the “IPO”). Simultaneously with the closing of the IPO, CRIS completed a private placement of 6,600,000 warrants issued to the Sponsor, generating total proceeds of $6.6 million. A total

of $230 million from the net proceeds of the IPO and the private placement were placed in the Trust Account and are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.

On July 1, 2021, CRIS and SPAC Sub consummated the Business Combination with the EVgo Parties, pursuant to the Business Combination Agreement amongst the parties dated as of January 21, 2021. With CRIS being the legal acquirer of EVgo, consideration for the Business Combination consisted of shares of CRIS’s common stock and Holdings OpCo Units issued in exchange for all outstanding equity of EVgo. However, for financial reporting purposes, EVgo is deemed the accounting acquirer and CRIS the acquired company. See the “—Accounting for the Business Combination.”

The following activities are reflected in the unaudited pro forma condensed combined financial statements below (either in the historical results or through pro forma adjustments):

●	In connection with the IPO:
○	The issuance by CRIS of 23,000,000 units at an offering price of $10.00 per unit, which includes 11,500,000 redeemable warrants (the “public warrants”), and receipt of proceeds therefrom;
---	---
○	The issuance by CRIS of 6,600,000 redeemable private placement warrants to the Sponsor and receipt of proceeds therefrom;
---	---
○	A total of $230 million of net proceeds from the IPO and the private placement placed in the Trust Account; and
---	---
○	The payment of offering expenses and repayment of a note payable to fund offering expenses.
---	---
●	In connection with the Closing:
---	---
○	The issuance by CRIS of 40,000,000 PIPE Shares and receipt of an aggregate purchase price of $400 million in exchange;
---	---
○	The payment of deferred legal fees, underwriting commissions, and other costs incurred by CRIS in connection with the IPO;
---	---
○	The repayment or conversion to equity of certain of the Companies’ outstanding notes;
---	---
○	The payment of transaction costs incurred by both EVgo and CRIS;
---	---

​

○	The redemption of 13,230 shares of Class A common stock held by CRIS’s public stockholders (see additional information below);

​

○	The conversion of CRIS’s founder shares to shares of Class A common stock on a one-for-one basis (see additional information below);
○	In the SPAC Contribution, CRIS’s contribution of all of its assets to SPAC Sub, including but not limited to, (1)(A) the proceeds from the Trust Account (net of proceeds used to redeem any of CRIS’s publicly traded shares as described below and the payment of any deferred underwriting fees from the IPO), plus (B) the PIPE Proceeds, plus (C) any cash held by CRIS in any working capital or similar account, less (D) any transaction expenses of CRIS and the EVgo Parties; and (2) the Holdings Class B Shares equal to the 195,800,000 Holdings OpCo Units issued to Holdings under the Business Combination Agreement;
---	---
○	Immediately following the SPAC Contribution, in the Holdings Contribution, Holdings’ contribution to OpCo of all of the issued and outstanding limited liability company interests of EVgo and, in connection therewith, OpCo issues to Holdings the Holdings OpCo Units;
---	---
○	Immediately following the Holdings Contribution, in the SPAC Sub Transfer, SPAC Sub’s transfer to Holdings of the Holdings Class B Shares and the right to enter into the Tax Receivable Agreement;
---	---
○	Immediately following the SPAC Sub Transfer, in the SPAC Sub Contribution, SPAC Sub’s contribution to OpCo of all of its remaining assets in exchange for the issuance by OpCo to SPAC Sub of the Issued OpCo Units; and
---	---
○	Execution of the Tax Receivable Agreement.
---	---

​

2

​

Following the Closing, the Combined Company is organized in an “Up-C” structure in which the business of the Company and its subsidiaries are held by OpCo and continue to operate through the subsidiaries of the Company, and in which CRIS’s only direct assets consist of equity interests in SPAC Sub, which, in turn, hold only the Issued OpCo Units. OpCo’s only direct assets consist of its equity interests in the Company. Immediately following the Closing, CRIS, through SPAC Sub, owns approximately 26.0% of the OpCo Units, and SPAC Sub controls OpCo as the sole managing member of OpCo in accordance with the terms of the OpCo A&R LLC Agreement. OpCo owns all of the equity interests in the Company. Upon the Closing, CRIS changed its name to “EVgo Inc.” Holdings holds the Holdings OpCo Units and the Holdings Class B Shares.

The amount of cash contributed by SPAC Sub to OpCo at the Closing was approximately $601.6 million. Net cash received after all direct and incremental costs related to the Business Combination were paid was approximately $574.8 million. Immediately following the Business Combination, Holdings held 195,800,000 OpCo Units, representing approximately 74.0% of the total outstanding OpCo Units, and an equal of number of Holdings Class B Shares.

Each OpCo Unit, together with one share of Class B common stock, is redeemable, subject to certain conditions, for either one share of Class A common stock, or, at OpCo’s election, the cash equivalent to the market value of one share of Class A common stock, pursuant to and in accordance with the terms of the OpCo A&R LLC Agreement.

​

At Closing, CRIS, SPAC Sub, Holdings and LS Power Equity Advisors, LLC, as agent, entered into the Tax Receivable Agreement. The Tax Receivable Agreement generally provides for the payment by the Company Group to certain holders of OpCo Units of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company Group actually realizes (or is deemed to realize in certain circumstances) in periods after the Business Combination as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such holder’s OpCo Units pursuant to the Business Combination or the exercise of the redemption or call rights set forth in the OpCo A&R LLC Agreement and (ii) imputed interest deemed to be paid by the Company Group as a result of, and additional tax basis arising from, any payments the Company Group makes under the Tax Receivable Agreement. The Company Group will retain the benefit of the remaining 15% of these net cash savings. If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement).

​

Founder Shares

​

The 5,750,000 shares of Class B common stock held by the initial stockholders of CRIS (the “founder shares”) converted into Class A common stock on a one-for-one basis upon the consummation of the Business Combination, subject to the terms of the Sponsor Agreement as follows:

​

●	75% (4,312,500) of the founder shares (the “Lock-Up Shares”) are subject to a lockup following the Closing until the earlier of (x) 12 months following Closing and (y) the date the Class A common stock trades above $12.00 for 20 out of 30 trading days commencing at least 150 days following the Closing; and

​

●

25% (1,437,500) of the founder shares (the “Earnout Shares”) are subject to an earnout following the Closing as follows: (i) 50% will be forfeited if the Class A common stock fails to trade above $12.50 for 20 out of 30 trading days within the five years following Closing, and (ii) 50% will be forfeited if the Class A common stock fails to trade above $15.00 for 20 out of 30 trading days within the five years following Closing.

​

Based on the above, the founder shares are deemed to be issued and outstanding upon consummation of the Business Combination, including the Earnout Shares that are subject to potential forfeiture based upon triggering events that have not yet been achieved and thus subject to liability classification (see Note 4 to the unaudited pro forma condensed combined financial information).

---

Accounting for the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP.  Under this method of accounting, CRIS was treated as the acquired company for financial reporting purposes, and EVgo was treated as the accounting acquirer. In accordance with this accounting method, the Business Combination was treated as the equivalent of EVgo issuing stock for the net assets of CRIS, accompanied by a recapitalization. The net assets of CRIS were stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior

​

3

​

to the Business Combination are those of EVgo. EVgo has been deemed the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

●	EVgo’s existing equity holders hold a majority ownership interest in the Combined Company;
●	EVgo’s existing senior management team comprise the senior management of the Combined Company;
---	---
●	EVgo is the larger of the Companies based on historical assets and revenue and employee base; and
---	---
●	EVgo’s operations comprise the ongoing operations of the Combined Company.
---	---

Following the Closing, the ownership of OpCo by Holdings is represented by non-controlling interest in the Combined Company’s financial statements. Holdings holds a corresponding share of Class B common stock for each OpCo Unit it holds. Each Holdings OpCo Unit can be redeemed for a share of Class A common stock or an approximately equivalent amount of cash and a corresponding share of Class B common stock will be cancelled. Since the cash redemption option is deemed to be outside the control of Combined Company, the non-controlling interest is included in temporary equity in the financial statements of the Combined Company. The non-controlling interest will decrease as OpCo Units are redeemed for shares of Class A common stock and corresponding shares of Class B common stock are cancelled.

Basis of Pro Forma Presentation

​

In accordance with Article 11 of Regulation S-X, pro forma adjustments to the historical combined financial information of EVgo and CRIS only give effect to events that are both factually supportable and directly attributable to the Transactions.  In addition, for purposes of preparation of the unaudited pro forma condensed combined statement of operations, adjustments have only been made to give effect to events that are expected to have a continuing impact on the results of the Combined Company following the Business Combination. The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, or other benefits that may result from consummation of the Transactions. In addition, EVgo and CRIS have not had any historical relationship prior to the Business Combination. Therefore, preparation of the accompanying pro forma financial information did not require any adjustments related to such historical transactions.

​

Pursuant to CRIS’s charter in effect prior to the Business Combination, CRIS’s public stockholders were offered the opportunity to redeem their shares of Class A common stock for cash upon consummation of the Business Combination, irrespective of whether they voted for or against the Business Combination. If a public stockholder properly exercised its right to redemption of its shares, CRIS redeemed each share for cash equal to the public stockholder’s pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination.

​

The unaudited pro forma condensed combined financial information has been prepared to reflect the redemption of 13,230 shares of Class A common stock for $132,300.

​

The ownership percentages were 26.0% for controlling interests and 74.0% for non-controlling interest at the Closing, after the redemption of shares of Class A common stock.

​

There are no pro forma adjustments related to the outstanding public warrants and private placement warrants issued in connection with the IPO that are classified as warrant liability in CRIS’s historical balance sheet, as such securities continue to be classified as a liability after the Closing.

​

4

​

The following table provides a pro forma summary of the shares of the Combined Company’s common stock that would have been outstanding if the Transactions had occurred on June 30, 2021:

​

​	​	​	​
​	Shares	​	%
Stockholder	​	​	​
EVgo rollover equity (1)	195,800,000	​	74%
CRIS's Class A stockholders (2)	22,986,770	​	9%
PIPE Investors	40,000,000	​	15%
CRIS's converted founder shares (3)	5,750,000	​	2%
Closing shares	264,536,770	​	100%
(1)	Represents the shares of Class B common stock issued to Holdings to consummate the Business Combination (classified as non-controlling interest).
---	---
(2)	Represents the shares of Class A common stock held by CRIS’s public stockholders giving effect to the redemption of 13,230 shares of Class A common stock.
---	---
(3)	Represents the shares of Class A common stock held by the initial stockholders of CRIS upon the one-for-one conversion of the founder shares into Class A common stock immediately prior to the consummation of the Business Combination, including the 1,437,500 Earnout Shares that are subject to potential forfeiture based upon triggering events that had not yet been achieved as of the Closing.
---	---

The Company considered the income tax impacts and related pro forma adjustments associated with the Transactions, pursuant to which the Combined Company is organized in an “Up-C” structure. A deferred tax asset (“DTA”) was contemplated given the historical net losses of EVgo. However, the DTA has a full valuation allowance, which reduces the balance to zero. Additionally, no tax liability is deemed to have been triggered upon consummation of the Business Combination, including related to the Tax Receivable Agreement.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only. The pro forma adjustments represent estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available.  Assumptions and estimates underlying the pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The actual financial position and results of operations of the Combined Company subsequent to consummation of the Transactions may differ significantly from the pro forma amounts reflected herein.

​

​

5

​

PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2021

(UNAUDITED)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	HISTORICAL					​	Pro Forma			​	Pro Forma
​	​	EVgo		​	CRIS		​	Adjustments			​	Combined
Assets	​	​	​	​	​	​	​	​	​	​	​	​	​
Current Assets	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,040,046		$	264,262,731		$	310,576,602	(A)		$	575,879,379
Restricted cash	​	​	361,030	​	​	-	​	​	-	​	​	​	361,030
Accounts receivable, net of allowance for doubtful accounts	​	​	2,157,140	​	​	-	​	​	-	​	​	​	2,157,140
Accounts receivable - capital build	​	​	3,249,706	​	​	-	​	​	-	​	​	​	3,249,706
Deferred offering costs	​	​	7,215,869	​	​	-	​	​	(7,215,869)	(I)	​	​	-
Prepaid expenses and other current assets	​	​	2,858,797	​	​	209,510	​	​	-	​	​	​	3,068,307
Total current assets	​	​	16,882,588	​	​	264,472,241	​	​	303,360,733	​	​	​	584,715,562
Property, plant, and equipment, net	​	​	94,827,359	​	​	-	​	​	-	​	​	​	94,827,359
Intangible assets, net	​	​	63,661,371	​	​	-	​	​	-	​	​	​	63,661,371
Goodwill	​	​	22,111,166	​	​	-	​	​	-	​	​	​	22,111,166
Investments held in Trust Account	​	​	-	​	​	230,009,180	​	​	(230,009,180)	(C)	​	​	-
Other noncurrent assets	​	​	1,839,114	​	​	-	​	​	-	​	​	​	1,839,114
Total Assets	​	$	199,321,598	​	$	494,481,421	​	$	73,351,553	​	​	$	767,154,572
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities	​	​	​	​	​	​	​	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​	​	​	​	​	​	​	​
Accounts payable	​	$	3,211,032	​	$	-	​	$	-	​	​	$	3,211,032
Accrued expenses	​	​	20,315,881	​	​	5,904,054	​	​	(11,027,049)	(F)(G)	​	​	15,192,886
Deferred revenue, current	​	​	2,962,647	​	​	-	​	​	-	​	​	​	2,962,647
Customer deposits	​	​	6,537,688	​	​	-	​	​	-	​	​	​	6,537,688
Note payable - EVgo Holdings, LLC	​	​	-	​	​	280,000	​	​	(280,000)	(F)	​	​	-
Note payable - related party	​	​	59,578,994	​	​	-	​	​	(59,578,994)	(J)	​	​	-
Payables to related parties	​	​	1,554,400	​	​	-	​	​	(305,222)	(G)	​	​	1,249,178
Earnout share liability	​	​	-	​	​	-	​	​	16,020,938	(K)	​	​	16,020,938
Other current liabilities	​	​	136,635	​	​	-	​	​	-	​	​	​	136,635
Total current liabilities	​	​	94,297,277	​	​	6,184,054	​	​	(55,170,327)	​	​	​	45,311,004
Deferred revenue, noncurrent	​	​	22,200,470	​	​	-	​	​	-	​	​	​	22,200,470
Capital-build liability, excluding NEDO buyout liability	​	​	17,086,501	​	​	-	​	​	-	​	​	​	17,086,501
Asset retirement obligations	​	​	10,271,676	​	​	-	​	​	-	​	​	​	10,271,676
Warrant liability	​	​	-	​	​	83,262,182	​	​	-	​	​	​	83,262,182
PIPE investment	​	​	-	​	​	264,092,960	​	​	(264,092,960)	(L)	​	​	-
Deferred underwriting fee payable	​	​	-	​	​	8,050,000	​	​	(8,050,000)	(D)	​	​	-
Total liabilities	​	​	143,855,924	​	​	361,589,196	​	​	(327,313,287)	​	​	​	178,131,833
Class A common stock subject to possible redemption (N)	​	​	-	​	​	127,892,220	​	​	(127,892,220)	(M)	​	​	-
Non-controlling interest - Class B (N)	​	​	-	​	​	-	​	​	435,972,104	(M)	​	​	435,972,104
Stockholders’/Members' Equity:	​	​	​	​	​	​	​	​	​	​	​	​	​
Members' equity	​	​	136,348,127	​	​	-	​	​	(136,348,127)	(M)	​	​	-
Preferred stock (N)	​	​	-	​	​	-	​	​	-	​	​	​	-
Class A common stock (N)	​	​	-	​	​	1,021	​	​	5,709	(M)	​	​	6,730
Founder shares - Class B (N)	​	​	-	​	​	575	​	​	(575)	(M)	​	​	-
Additional paid-in capital	​	​	1,939,224	​	​	76,021,428	​	​	75,083,253	(M)	​	​	153,043,905
Accumulated deficit	​	​	(82,821,677)	​	​	(71,023,019)	​	​	153,844,696	(M)	​	​	-
Total Stockholders’/Members' Equity	​	​	55,465,674	​	​	5,000,005	​	​	92,584,956	​	​	​	153,050,635
Total Liabilities, Non-controlling Interest and Stockholders'/Members Equity	​	$	199,321,598	​	$	494,481,421	​	$	73,351,553	​	​	$	767,154,572

​

See the accompanying notes to the unaudited pro forma condensed combined financial statements.

​

6

​

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

(UNAUDITED)

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	HISTORICAL					​	Pro Forma			​	Pro Forma
​	EVgo		​	CRIS		​	Adjustments			​	Combined
Revenue	$	8,352,045		$	-		$	-			$	8,352,045
Revenue from related party	​	561,700	​	​	-	​	​	-	​	​	​	561,700	​
Total revenue	​	8,913,745	​	​	-	​	​	-	​	​	​	8,913,745	​
Cost of sales	​	14,288,264	​	​	-	​	​	-	​	​	​	14,288,264	​
Gross loss	​	(5,374,519)	​	​	-	​	​	-	​	​	​	(5,374,519)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating expenses	​	​	​	​	​	​	​	​	​	​	​	​	​
General and administrative	​	23,319,765	​	​	-	​	​	(2,592,045)	(a)	​	​	20,727,720	​
Formation and operating costs	​	-	​	​	6,308,379	​	​	(6,308,379)	(a)	​	​	-	​
Depreciation, amortization, and accretion	​	5,055,303	​	​	-	​	​	-	​	​	​	5,055,303	​
Total operating expenses	​	28,375,068	​	​	6,308,379	​	​	(8,900,424)	​	​	​	25,783,023	​
Operating loss	​	(33,749,587)	​	​	(6,308,379)	​	​	8,900,424	​	​	​	(31,157,542)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other (income) expense	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest income, bank	​	(716)	​	​	(138)	​	​	-	​	​	​	(854)	​
Interest earned on investments held in Trust Account	​	-	​	​	(5,800)	​	​	5,800	(b)	​	​	-	​
Interest expense, related party	​	1,914,610	​	​	-	​	​	(1,914,610)	(c)	​	​	-	​
Change in fair value of warrant liability	​	-	​	​	50,418,182	​	​	-	​	​	​	50,418,182	​
Other income, net	​	(631,863)	​	​	-	​	​	-	​	​	​	(631,863)	​
Total other (income) expense, net	​	1,282,031	​	​	50,412,244	​	​	(1,908,810)	​	​	​	49,785,465	​
Net loss	​	(35,031,618)	​	​	(56,720,623)	​	​	10,809,234	​	​	​	(80,943,007)	​
Net loss attributable to non-controlling interest	​	-	​	​	-	​	​	(59,910,918)	(d)	​	​	(59,910,918)	​
Net loss attributable to controlling interests	$	(35,031,618)	​	$	(56,720,623)	​	$	70,720,152	​	​	$	(21,032,089)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pro forma net loss per share information:	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average shares outstanding	​	​	​	​	​	​	​	​	​	​	​	68,736,770	(e)
Basic and diluted net loss per share	​	​	​	​	​	​	​	​	​	​	$	(0.31)	(e)

​

​

See the accompanying notes to the unaudited pro forma condensed combined financial statements.

​

​

7

​

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(UNAUDITED)

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	HISTORICAL					​	Pro Forma			​	Pro Forma
​	​	EVgo		​	CRIS*		​	Adjustments			​	Combined
Revenue	​	$	13,220,704		$	-		$	-			$	13,220,704
Revenue from related party	​	​	1,354,994	​	​	-	​	​	-	​	​	​	1,354,994	​
Total revenue	​	​	14,575,698	​	​	-	​	​	-	​	​	​	14,575,698	​
Cost of sales	​	​	27,188,926	​	​	-	​	​	-	​	​	​	27,188,926	​
Gross loss	​	​	(12,613,228)	​	​	-	​	​	-	​	​	​	(12,613,228)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating expenses	​	​	​	​	​	​	​	​	​	​	​	​	​	​
General and administrative	​	​	31,765,955	​	​	-	​	​	(1,051,328)	(a)	​	​	30,714,627	​
Formation and operating costs	​	​	-	​	​	1,009,807	​	​	(1,009,807)	(a)	​	​	-	​
Transaction bonus	​	​	5,316,124	​	​	-	​	​	-	​	​	​	5,316,124	​
Depreciation, amortization, and accretion	​	​	9,504,484	​	​	-	​	​	-	​	​	​	9,504,484	​
Total operating expenses	​	​	46,586,563	​	​	1,009,807	​	​	(2,061,135)	​	​	​	45,535,235	​
Operating loss	​	​	(59,199,791)	​	​	(1,009,807)	​	​	2,061,135	​	​	​	(58,148,463)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other (income) expense	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest income - bank	​	​	-	​	​	(31)	​	​	-	​	​	​	(31)	​
Interest earned on investments held in Trust Account	​	​	-	​	​	(3,380)	​	​	3,380	(b)	​	​	-	​
Interest expense - related party	​	​	1,414,383	​	​	-	​	​	(1,414,383)	(c)	​	​	-	​
Interest expense - other	​	​	90	​	​	-	​	​	-	​	​	​	90	​
Change in fair value of warrant liability	​	​	-	​	​	13,296,000	​	​	-	​	​	​	13,296,000	​
Other income - related party	​	​	(341,954)	​	​	-	​	​	-	​	​	​	(341,954)	​
Other income, net	​	​	(12,061,386)	​	​	-	​	​	-	​	​	​	(12,061,386)	​
Total other (income) expense, net	​	​	(10,988,867)	​	​	13,292,589	​	​	(1,411,003)	​	​	​	892,719	​
Net loss	​	​	(48,210,924)	​	​	(14,302,396)	​	​	3,472,138	​	​	​	(59,041,182)	​
Net loss attributable to non-controlling interest	​	​	-	​	​	-	​	​	(43,700,025)	(d)	​	​	(43,700,025)	​
Net loss attributable to controlling interests	​	$	(48,210,924)	​	$	(14,302,396)	​	$	47,172,163	​	​	$	(15,341,157)	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pro forma net loss per share information:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average shares outstanding	​	​	​	​	​	​	​	​	​	​	​	​	68,736,770	(e)
Basic and diluted net loss per share	​	​	​	​	​	​	​	​	​	​	​	$	(0.22)	(e)

​

* Represents CRIS for the period from August 4, 2020 (inception) through December 31, 2020.

​

See the accompanying notes to the unaudited pro forma condensed combined financial statements.

​

8

​

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

NOTE 1 – BASIS OF PRO FORMA PRESENTATION

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CRIS was treated as the acquired company for financial reporting purposes, and EVgo was treated as the accounting acquirer. In accordance with this accounting method, the Business Combination was treated as the equivalent of EVgo issuing stock for the net assets of CRIS, accompanied by a recapitalization. The net assets of CRIS are stated at historical cost, with no goodwill or intangible assets recorded. Operations prior to the Business Combination are those of EVgo.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 give pro forma effect to the Transactions as if they had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the Transactions were completed on June 30, 2021, excluding the IPO (which was completed on October 2, 2020).

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management as of the date of the unaudited pro forma condensed combined financial information, and the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

---

NOTE 2 – ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2021

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 includes the following adjustments:

A – Represents the aggregate impact of the following pro forma adjustments to cash to give effect to the Transactions:

​

​	​	​	​
Cash inflow from the PIPE, net of amounts received	$	135,907,040	(B)
Cash inflow from CRIS’s Trust Account	​	230,009,180	(C)
Payment of CRIS’s deferred IPO fees	​	(8,050,000)	(D)
Payment of transaction and advisory fees for the PIPE	​	(30,937,517)	(E)
Payment of transaction fees incurred by CRIS	​	(10,250,934)	(F)
Payment of transaction fees incurred by EVgo	​	(5,968,867)	(G)
Redemption of CRIS's publicly traded shares	​	(132,300)	(H)
Net Pro Forma Adjustment to Cash	$	310,576,602	(A)

​

B – Represents gross cash proceeds attributable to the issuance of 40 million shares of Class A common stock for $10.00 per share, or $400 million in aggregate gross proceeds, upon the closing of the PIPE that occurred immediately prior to consummation of the Business Combination, net of $264.1 million received as of June 30, 2021.

C – Represents cash equivalents that were released from the Trust Account and relieved of restrictions regarding use upon consummation of the Business Combination and, accordingly, are available for general use by the Combined Company.

D – Represents cash used to pay underwriting fees incurred by CRIS in connection with the IPO, for which payment was deferred until consummation of the Business Combination.

E – Represents cash used to pay transaction and advisory fees incurred in connection with the PIPE.

F – Represents cash used to pay the direct and incremental transaction costs, comprised of legal and other fees, that were due from CRIS upon Closing, including $6.2 million of costs expensed by CRIS that were accrued in accrued expenses and note payable – EVgo Holdings, LLC on CRIS’s balance sheet as of June 30, 2021. The remaining $4.1 million represents costs that will be expensed by CRIS on July 1, 2021 after resolution of a contingency. Refer to balance sheet adjustment (M) for the corresponding pro forma adjustment to accumulated deficit of CRIS.

​

9

​

G – Represents cash used to pay the direct and incremental transaction costs, comprised of legal and other fees, that were due from EVgo upon Closing. For purposes of a reverse recapitalization transaction, direct and incremental transaction costs are treated as a reduction of the cash proceeds resulting from the Transactions and, accordingly, are reported as a reduction to additional paid-in capital (for deferred offering costs) and accumulated deficit (for incremental costs to be expensed by EVgo). Refer to balance sheet adjustment (M) for the corresponding pro forma adjustments to additional paid-in capital and accumulated deficit reported for the Combined Company. Of these costs, $7.2 million was deferred in prepaid expenses and other current assets, of which $5.4 million was accrued in accrued expenses and payables to related parties by EVgo as of June 30, 2021.

H – Represents the impact to the amount of cash available to the Combined Company upon the redemption of 13,230 shares of Class A common stock in exchange for cash held in the Trust Account. Refer to balance sheet adjustment (M) for the corresponding adjustment to par value and additional paid-in capital reported for the Combined Company.

​

I – Represents deferred accounting, consulting and other costs directly related to the Transactions incurred and reported as an asset on EVgo’s balance sheet as of June 30, 2021. For purposes of a reverse recapitalization transaction, direct and incremental transaction costs are treated as a reduction of the cash proceeds resulting from the Transactions (see balance sheet adjustments (A) and (G)) and, accordingly, are reported as a reduction to additional paid-in capital (see balance sheet adjustment (M)).

​

J – Represents the reclassification of EVgo’s note payable – related party into members’ equity immediately prior to the Closing. The Combined Company has no liability under the note payable – related party after the consummation of the Business Combination. Refer to balance sheet adjustment (M) for the corresponding adjustment to members’ equity.

​

K – Reflects the fair value of the Earnout Shares issued to the CRIS equity holders at Closing that are subject to possible forfeiture based upon triggering events that have not yet been achieved as a liability. The fair values were determined using a Monte Carlo simulation model. Refer to Note 4 for more information.

​

L – Represents the proceeds used for the issuance of the PIPE shares. Refer to balance sheet adjustment (M) for the corresponding adjustment to par value and additional paid-in capital reported for the Combined Company related to the PIPE, which includes this amount.

​

10

​

M – Represents the net impact of the following pro forma adjustments related to the Transactions on the capital accounts of the Combined Company:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Par Value (1)					​	​	​	​	​	​	​	Total		​	Class A common stock		​	Non-
​	Members' Equity		​	Class A Common Stock		​	Founder Shares - Class B		​	Additional Paid-In Capital		​	Accumulated Deficit		​	Stockholders'/ Members' Equity		​	subject to possible redemption		​	controlling Interest - Class B
Historical EVgo	$	136,348,127	​	$	-	​	$	-	​	$	1,939,224	​	$	(82,821,677)	​	$	55,465,674	​	$	-	​	$	-
Historical CRIS	​	-	​	​	1,021	​	​	575	​	​	76,021,428	​	​	(71,023,019)	​	​	5,000,005	​	​	127,892,220	​	​	-
Total historical balance	​	136,348,127	​	​	1,021	​	​	575	​	​	77,960,652	​	​	(153,844,696)	​	​	60,465,679	​	​	127,892,220	​	​	-
Reclassification of EVgo's note payable - related party	​	59,578,994	​	​	-	​	​	-	​	​	-	​	​	-	​	​	59,578,994	​	​	-	​	​	-
EVgo rollover equity (2)	​	(195,927,121)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(195,927,121)	​	​	-	​	​	195,927,121
Conversion of CRIS's founder shares to Class A common shares (3)	​	-	​	​	575	​	​	(575)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-
Fair value of the Earnout Shares issued to the CRIS equity holders (4)	​	-	​	​	(144)	​	​	-	​	​	(16,020,794)	​	​	-	​	​	(16,020,938)	​	​	-	​	​	-
Reclassification of Class A common stock subject to possible redemption	​	-	​	​	1,279	​	​	-	​	​	127,890,941	​	​	-	​	​	127,892,220	​	​	(127,892,220)	​	​	-
PIPE Investors	​	-	​	​	4,000	​	​	-	​	​	399,996,000	​	​	-	​	​	400,000,000	​	​	-	​	​	-
Pro forma adjustments for share issuance and conversion transactions	​	(136,348,127)	​	​	5,710	​	​	(575)	​	​	511,866,147	​	​	-	​	​	375,523,155	​	​	(127,892,220)	​	​	195,927,121
Transaction and advisory fees for the PIPE and the Business Combination	​	-	​	​	-	​	​	-	​	​	(30,937,517)	​	​	-	​	​	(30,937,517)	​	​	-	​	​	-
Transaction fees incurred by CRIS (5)	​	-	​	​	-	​	​	-	​	​	-	​	​	(4,066,880)	​	​	(4,066,880)	​	​	-	​	​	-
Transaction fees incurred by EVgo (5)	​	-	​	​	-	​	​	-	​	​	(7,739,876)	​	​	(16,643)	​	​	(7,756,519)	​	​	-	​	​	-
Elimination of CRIS's historical accumulated deficit	​	-	​	​	-	​	​	-	​	​	(75,089,899)	​	​	75,089,899	​	​	-	​	​	-	​	​	-
Reclassification of EVgo's historical accumulated deficit (6)	​	-	​	​	-	​	​	-	​	​	(82,838,320)	​	​	82,838,320	​	​	-	​	​	-	​	​	-
Redemption of Class A common stock (7)	​	-	​	​	(1)	​	​	-	​	​	(132,299)	​	​	-	​	​	(132,300)	​	​	-	​	​	-
Allocate amount to non-controlling interest (8)	​	-	​	​	-	​	​	-	​	​	(240,044,983)	​	​	-	​	​	(240,044,983)	​	​	-	​	​	240,044,983
Total pro forma adjustments to equity	​	(136,348,127)	​	​	5,709	​	​	(575)	​	​	75,083,253	​	​	153,844,696	​	​	92,584,956	​	​	(127,892,220)	​	​	435,972,104
Total pro forma balance	$	-	​	$	6,730	​	$	-	​	$	153,043,905	​	$	-	​	$	153,050,635	​	$	-	​	$	435,972,104

​

​

(1)	Represents the par value of CRIS’s common stock prior to the Business Combination and the par value of the common stock subsequent to the Business Combination.

​

(2)	Represents the shares of Class B common stock that were issued to Holdings to consummate the Business Combination (classified as non-controlling interest).

​

(3)	Represents CRIS’s issued and outstanding founder shares that were converted into shares of Class A common stock on a one-for-one basis immediately prior to consummation of the Business Combination and are outstanding subsequent to the Business Combination, including the 1,437,500 Earnout Shares that are subject to potential forfeiture based upon triggering events that have not yet been achieved.

​

(4)	Represents the adjustment to reflect the liability for the 1,437,500 Earnout Shares that are subject to potential forfeiture based upon triggering events that have not yet been achieved (see balance sheet adjustment (K)).

​

(5)	Consists of the adjustments for transaction fees (balance sheet adjustments (F) and (G)) included in the cash table above and the prepaid deferred costs included in balance sheet adjustment (I), net of the amounts accrued in balance sheet adjustments (F) and (G).

​

(6)	Represents the adjustment to reclassify EVgo’s historical accumulated deficit to additional paid-in capital as part of the reverse recapitalization of the Business Combination.

​

(7)	Represents the adjustment to reflect the redemption of 13,230 shares of Class A common stock in exchange for cash held in the Trust Account (see balance sheet adjustment (H)).

​

​

11

​

​

(8)	Represents an adjustment to revise non-controlling interest to its 74.0% ownership percentage.

​

N – Authorized, issued and outstanding shares for each class of common stock and preferred stock as of June 30, 2021 on a historical basis and on a pro forma basis are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	Historical					​	Pro Forma					​
​	Authorized	​	Issued	​	Outstanding	​	Authorized	​	Issued	​	Outstanding	​
Preferred Stock	1,000,000	​	-	​	-	​	1,000,000	​	-	​	-	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Common Stock - Class A	100,000,000		N/A		N/A		100,000,000		N/A		N/A
CRIS's Class A stockholders (1)	N/A	​	23,000,000	​	23,000,000	​	N/A	​	22,986,770	​	22,986,770	​
PIPE Investors	N/A	​	-	​	-	​	N/A	​	40,000,000	​	40,000,000	​
CRIS's converted founder shares (2)	N/A	​	-	​	-	​	N/A	​	5,750,000	​	5,750,000	​
Total Common Stock - Class A	100,000,000	​	23,000,000	​	23,000,000	​	100,000,000	​	68,736,770	​	68,736,770	​
Common stock - Class B (3)	10,000,000	​	N/A	​	N/A	​	195,800,000	​	N/A	​	N/A	​
CRIS's founder shares	N/A	​	5,750,000	​	5,750,000	​	N/A	​	-	​	-	​
EVgo rollover equity (4)	N/A	​	-	​	-	​	N/A	​	195,800,000	​	195,800,000	​
Total Common Stock - Class B	10,000,000	​	5,750,000	​	5,750,000	​	195,800,000	​	195,800,000	​	195,800,000	​
Total Common Stock	110,000,000	​	28,750,000	​	28,750,000	​	295,800,000	​	264,536,770	​	264,536,770	​
(1)	Represents the shares of Class A common stock held by CRIS’s public stockholders giving effect to the redemption of 13,230 shares of Class A common stock. The historical issued and outstanding shares included 12,817,222 shares that were subject to possible redemption.
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​

(2)	Represents the shares of Class A common stock held by the initial stockholders of CRIS upon the one-for-one conversion of the founder shares into Class A common stock immediately prior to the consummation of the Business Combination, including the 1,437,500 Earnout Shares that are subject to potential forfeiture based upon triggering events that have not yet been achieved.

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(3)	For pro forma purposes, the authorized number of shares of Class B common stock was assumed to equal the number of issued and outstanding shares since the stockholders of CRIS are being asked to approve an increase in authorized shares in connection with the Business Combination as described in the Proxy Statement, which is incorporated by reference.

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(4)	Represents the shares of Class B common stock issued to Holdings to consummate the Business Combination (classified as non-controlling interest).

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NOTE 3 – ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND THE YEAR ENDED DECEMBER 31, 2020

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 include the following adjustments:

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a – Represents the elimination of formation and operating costs of CRIS and incremental costs that are expensed as incurred by EVgo related to the Transactions.

b – Represents the elimination of interest income earned on the Investments held in Trust Account.

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c – Represents the elimination of interest expense incurred on EVgo’s note payable – related party, which was reclassified into equity immediately prior to the Closing.

d – Represents an adjustment to net loss attributable to non-controlling interest based on its 74.0% ownership percentage.

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e – Represents the pro forma weighted average shares of common stock outstanding and pro forma loss per share calculated after giving effect to the Transactions, including the redemption of 13,230 shares of Class A common stock, as follows:

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​	​	​
​	For the six months ended June 30, 2021
Numerator	​	​
Pro forma net loss attributable to controlling interests	$	(21,032,089)
Denominator	​	​
CRIS's Class A stockholders (1)	​	22,986,770
CRIS's converted founder shares (2)	​	5,750,000
PIPE Investors	​	40,000,000
Basic and diluted weighted average shares outstanding	​	68,736,770
Loss per share	​	​
Basic and diluted (3)	$	(0.31)

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​	​	​
​	For the year ended December 31, 2020
Numerator	​	​
Pro forma net loss attributable to controlling interests	$	(15,341,157)
Denominator	​	​
CRIS's Class A stockholders (1)	​	22,986,770
CRIS's converted founder shares (2)	​	5,750,000
PIPE Investors	​	40,000,000
Basic and diluted weighted average shares outstanding	​	68,736,770
Loss per share	​	​
Basic and diluted (3)	$	(0.22)

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(1)

Represents the shares of Class A common stock held by CRIS’s public stockholders giving effect to the redemption of 13,230 shares of Class A common stock. As the Transactions are assumed to have occurred as of January 1, 2020 for purposes of preparing the pro forma condensed combined statement of operations, these shares are assumed to have been outstanding shares of common stock for the entire six-month and annual periods.

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(2)

Represents the shares of Class A common stock held by the initial stockholders of CRIS upon the one-for-one conversion of the founder shares into Class A common stock immediately prior to the consummation of the Business Combination. Consistent with the assumption related to the Transactions, this conversion is assumed to have occurred on January 1, 2020 and, accordingly, these shares, including the 1,437,500 Earnout Shares that are subject to potential forfeiture based upon triggering events that have not yet been achieved, are assumed to have been outstanding shares of common stock for the entire six-month and annual periods.

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(3)

The 195.8 million shares of Class B common stock issued to Holdings (classified as non-controlling interest) do not participate in the net income or loss of the Combined Company (controlling interests) and are therefore deemed to have no impact to earnings per share (basic or diluted). Potentially dilutive shares have been deemed to be anti-dilutive due to the net loss position and, accordingly, have been excluded from the calculation of diluted loss per share. Potentially dilutive shares that have been excluded from the determination of diluted loss per share include 18,100,000 outstanding warrants issued in connection with the IPO and private placement.

NOTE 4 – Earnout Shares

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The Earnout Shares are accounted for as liability-classified equity instruments that are earned upon achieving the triggering events, which include events that are not indexed to CRIS’s common stock. The fair value of the 1,437,500 Earnout Shares issued and outstanding upon Closing was valued at $16.0 million using a Monte Carlo simulation methodology.

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