Business Context and Reporting Period
This Form 8-K, dated September 29, 2020 and signed October 5, 2020, concerns Climate Change Crisis Real Impact I Acquisition Corporation, a special purpose acquisition company (SPAC), not Evgo Inc. The filing reports agreements entered into in connection with the company’s initial public offering and related corporate actions. The IPO was consummated on October 2, 2020.
Key Financial and Capital Markets Information
- IPO: 23,000,000 units were sold at $10.00 per unit, generating gross proceeds of $230.0 million before underwriting discounts, commissions and offering expenses.
- Unit structure: Each unit included one Class A common share and one-half of one redeemable warrant. Each whole public warrant is exercisable at $11.50 per share, subject to adjustment.
- Private placement: The sponsor purchased 6,600,000 private placement warrants at $1.00 per warrant, generating gross proceeds of $6.6 million.
- Trust account: $230.0 million of net IPO and private-placement proceeds, including the $8.05 million deferred underwriting discount, was placed in a trust account.
- Liquidity and permitted uses: Trust funds generally cannot be released until completion of an initial business combination, specified redemptions, or liquidation if no business combination is completed within 24 months of the offering closing. Interest may be released for franchise and income tax obligations.
- Operating metrics: The filing does not provide revenue, operating profit, net income, cash flow, margins or debt balances. It is not a periodic operating-results filing.
Material Changes and Corporate Actions
- The company’s registration statement became effective on September 29, 2020, and the IPO and private placement were subsequently completed.
- An amended and restated certificate of incorporation became effective.
- Mary Powell, Mimi Alemayehou, Richard Kauffman and Jamie Weinstein joined David Crane on the board. Three of the new directors were appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees, with committee chair assignments disclosed.
- Founder shares were transferred to certain directors and Anne Frank-Shapiro: 30,000 to Mary Powell, 25,000 to Richard Kauffman, 25,000 to Mimi Alemayehou and 60,000 to Anne Frank-Shapiro.
- The sponsor, directors and certain other parties entered into voting, transfer-restriction, registration-rights, indemnification and related agreements.
Guidance, Outlook, Risks and Unusual Items
- The filing does not identify a target company, provide operating guidance, or state a forecast for revenue or earnings.
- The principal contingency is completion of an initial business combination within 24 months of the offering closing. If not completed, the company must redeem its public shares, subject to applicable law.
- Public shareholders may have redemption rights in connection with an initial business combination and certain proposed amendments to the charter.
- Private placement warrants have terms that differ from public warrants while held by the sponsor or permitted transferees, including different redemption treatment, transfer restrictions, cashless-exercise rights and registration rights.
- The company is an emerging growth company and has elected to use the applicable emerging-growth-company reporting framework.
Investor Verification Items
- Confirm that this filing is for Climate Change Crisis Real Impact I Acquisition Corporation rather than Evgo Inc.; the provided company metadata does not match the registrant named in the filing.
- Verify the final IPO closing date, total units issued, underwriting discounts, offering expenses and the amount actually deposited into the trust account.
- Review the trust agreement and amended charter for redemption mechanics, permitted withdrawals and the 24-month deadline.
- Review the warrant agreement for exercise, redemption, adjustment and cashless-exercise provisions.
- Monitor subsequent filings for identification of a business-combination target, shareholder approval, redemptions, financing terms and any changes to the liquidation deadline.