8-K
EVgo Inc. (EVGO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of report (Date of earliest event reported):July 1, 2021
EVgo Inc.(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39572 | 85-2326098 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification Number) |
| 11835 West OlympicBoulevard<br><br> <br>Los Angeles, California | 90064 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
(310) 954-2905(Registrant’s telephone number, including area code)
Climate Change Crisis Real Impact I AcquisitionCorporation
300 Carnegie Center, Suite 150
Princeton, New Jersey 08540(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A<br> common stock, par value $0.0001 per share | EVGO | The Nasdaq Global Select Market |
| Warrants, each exercisable for one share of Class A common stock for $11.50 per share | EVGOW | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On July 1, 2021, EVgo Inc., formerly known as Climate Change Crisis Real Impact I Acquisition Corporation, issued a press release announcing the consummation of its previously announced business combination. A copy of such press release is furnished as Exhibit 99.1 hereto.
The information in Item 7.01 and Item 9.01 of this Current Report on Form 8-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press release dated July 1, 2021 announcing the closing of the business combination. |
| --- | --- |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 1, 2021
| EVGO INC. | ||
|---|---|---|
| By: | /s/ Olga Shevorenkova | |
| Name: | Olga Shevorenkova | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
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EVgo Completes Business Combination with ClimateChange Crisis Real Impact I Acquisition Corporation
LOS ANGELES – July 1, 2021 - EVgo Services, LLC (“EVgo”), the nation’s largest public fast charging network for electric vehicles (EVs) and first powered by 100% renewable electricity, today announced that it has completed its previously announced business combination with Climate Change Crisis Real Impact I Acquisition Corporation (“CLII”).
The transaction was unanimously approved by CLII’s Board of Directors and was approved at a special meeting of CLII stockholders on June 29, 2021. More than 99% of the votes cast at the Special Meeting were in favor of the approval of the business combination. CLII stockholders also voted overwhelmingly to approve all other proposals presented at the Special Meeting.
Concurrent with the completion of its business combination, CLII has changed its name to from “Climate Change Crisis Real Impact I Acquisition Corporation” to “EVgo Inc.” Commencing at the open of trading on July 2, 2021, EVgo Inc.’s Class A common stock and EVgo Inc.’s warrants are expected to commence trading on The Nasdaq Global Select Market LLC (“Nasdaq”) under the symbols “EVGO” and “EVGOW,” respectively.
To celebrate the milestone, members of EVgo, LS Power and CLII will ring the opening bell at the Nasdaq in New York on July 2, 2021. A live webcast of the opening bell ceremony will can be accessed beginning at 9:15 a.m. Eastern time from the following link: https://www.nasdaq.com/marketsite/bell-ringing-ceremony.
Management Commentary
“The completion of our business combination represents a critical milepost in EVgo’s ongoing evolution,” said Cathy Zoi, CEO of EVgo Inc. “I appreciate every employee, partner and driver that has positioned us to achieve this important step in our company’s history. With our new public platform, we are armed with greater resources and are more motivated than ever to make it easier for drivers to go electric through the continued expansion of what is already the largest public fast charging network in the country.”
“We are excited to take EVgo public,” said David Nanus, EVgo Chairman and Co-Head of Private Equity at LS Power. “We look forward to continuing to partner with Cathy and her outstanding team as they execute on the incredible growth opportunity in front of them and drive electrification of the transportation space.”
“We are proud of the tremendous teamwork exhibited by the entire team in helping to drive an efficient and successful completion of our business combination,” added David Crane, Chief Executive Officer of CLII. “EVgo is an incredible partner to help advance our mission of driving decarbonization and combating climate change through enhanced and more widespread adoption of electric vehicles.”
Transaction Overview
The transaction is primarily comprised of approximately $230.0 million of cash from CLII’s former trust account and $400.0 million of cash from a private investment in public equity (PIPE), not including redemptions and transaction fees. The PIPE is anchored by institutional investors including private funds affiliated with Pacific Investment Management Company LLC (PIMCO), funds and accounts managed by BlackRock, Wellington Management, Neuberger Berman Funds and Van Eck Associates Corporation.
EVgo Inc. will use the proceeds to fuel its growth strategy, including the buildout of its charging infrastructure network, while enhancing its position as the market leader in the transition to clean mobility. LS Power and EVgo management, who together owned 100% of EVgo prior to the business combination, have rolled 100% of their equity, and own approximately 74% of the combined company.
Leadership
EVgo’s senior management team will continue to lead the now combined company, including Cathy Zoi (Chief Executive Officer), Olga Shevorenkova (Chief Financial Officer), Ivo Steklac (Chief Operating and Chief Technology Officer), Jonathan Levy (Chief Commercial Officer), and Francine Sullivan (Chief Legal Officer).
EVgo Inc.’s Board of Directors will be comprised of David Nanus (Chairman), Cathy Zoi, Kate Brandt, Patricia K. Collawn, Elizabeth Comstock, Joseph Esteves, Darpan Kapadia, John King, and Rodney Slater.
Advisors
Credit Suisse served as lead financial advisor and capital markets advisor to EVgo and also acted as joint lead placement agent on the PIPE. Evercore also served as financial advisor and capital markets advisor to EVgo and placement agent on the PIPE. Vinson & Elkins L.L.P. served as legal advisor to EVgo. BofA Securities served as exclusive financial advisor to CLII, and also acted as joint lead placement agent on the PIPE. Mayer Brown LLP served as legal advisor to CLII and Milbank LLP acted as counsel to LS Power. Latham & Watkins L.L.P. served as counsel to the placement agents on the PIPE.
About EVgo
EVgo is the nation’s largest public fast charging network for electric vehicles, and the first to be powered by 100% renewable energy. With more than 800 fast charging locations, EVgo’s owned and operated charging network serves over 65 metropolitan areas across 34 states and more than 250,000 customers. Founded in 2010, EVgo leads the way on transportation electrification, partnering with automakers; fleet and rideshare operators; retail hosts such as hotels, shopping centers, gas stations and parking lot operators; and other stakeholders to deploy advanced charging technology to expand network availability and make it easier for drivers across the U.S. to enjoy the benefits of driving an EV. As a charging technology first mover, EVgo works closely with business and government leaders to accelerate the ubiquitous adoption of EVs by providing a reliable and convenient charging experience close to where drivers live, work and play, whether for a daily commute or a commercial fleet.
EVgo
For Investors:
Ted Brooks, VP of Investor Relations
investors@evgo.com
310-954-2943
For Media:
EVgoPR@icrinc.com
CLII
For Investors:
Dan Gross
dan.gross@climaterealimpactsolutions.com
For Media:
Isaac Steinmetz, Director of Media Relations
cris@antennagroup.com
646-883-3655
LS Power
Steven Arabia
Director, Government Affairs & Media Relations
sarabia@lspower.com
609-212-3857