Evgo Inc. current report, 01 July 2021

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EVgo Inc. Form 8-K Summary

Business context and reporting period

EVgo Inc. filed this Current Report on Form 8-K regarding the July 1, 2021 closing of its business combination with EVgo Holdings, LLC and related entities. The transaction transformed the former Climate Change Crisis Real Impact I Acquisition Corporation, a special purpose acquisition company, into EVgo Inc., an operating electric-vehicle charging company. The filing was signed July 8, 2021, and reports events occurring primarily on and after July 1, 2021.

The filing incorporates historical financial information for EVgo HoldCo for the three months ended March 31, 2021 and 2020 and the years ended December 31, 2020 and 2019, but the provided text does not present the underlying revenue, profit, cash-flow, margin, or debt figures.

Transaction, capitalization, liquidity, and other key metrics

  • The PIPE financing issued 40,000,000 Class A common shares at $10.00 per share, generating gross proceeds of $400.0 million.
  • Immediately before closing, the SPAC trust account held approximately $230.0 million after redemptions.
  • Public stockholders redeemed 13,230 Class A shares for approximately $132,300, or approximately $10.00 per share.
  • Immediately after closing, 264,536,770 shares of common stock were outstanding: 68,736,770 Class A shares and 195,800,000 Class B shares.
  • The company had warrants outstanding to purchase 18,099,988 Class A shares. Public warrants have an $11.50 exercise price.
  • EVgo Holdings owned all 195,800,000 Class B shares, representing 74.0% of total voting power immediately after closing.
  • The filing text does not provide a clear value for total debt, cash after transaction expenses, operating cash flow, net loss, revenue, gross margin, or liquidity runway.

Material changes versus the prior comparable period

  • The company completed the business combination and ceased to be a shell company.
  • The company changed its name from Climate Change Crisis Real Impact I Acquisition Corporation to EVgo Inc.
  • Class A common stock and public warrants began trading on Nasdaq under EVGO and EVGOW, respectively; the former public units separated into their component securities and were delisted from the NYSE.
  • The board expanded from five to nine directors, with three classes serving staggered three-year terms.
  • KPMG LLP replaced WithumSmith+Brown, PC as the independent registered public accounting firm for the post-combination company. The filing reports no disagreements or reportable events involving Withum.
  • The company adopted its 2021 Long Term Incentive Plan and approved a form of restricted stock unit agreement.

Guidance, outlook, risks, contingencies, and unusual items

  • The filing does not provide new quantitative revenue, earnings, cash-flow, or operating guidance. Projections and historical financial information are incorporated from the proxy statement and separate exhibits.
  • Under the Tax Receivable Agreement, the company generally must pay certain holders of OpCo units 85% of realized or deemed net cash tax savings attributable to specified tax benefits. Early termination or certain change-of-control events may require an accelerated present-value payment.
  • Each OpCo unit held outside the company group, together with a corresponding Class B share, may generally be redeemed for one Class A share or an approximately equivalent amount of cash, subject to agreement terms.
  • Founder shares and certain shares held by principal stockholders are subject to lock-ups and, for specified founder shares, potential forfeiture if stock-price thresholds are not achieved.
  • Principal stockholders initially retained substantial voting influence and nomination rights, including the right to nominate up to five directors while specified ownership thresholds are met.
  • Key disclosed risks include maintaining Nasdaq listing, achieving expected business-combination benefits, competition, managing growth profitably, COVID-19 effects, cyclical demand, revenue and operating volatility, ability to generate cash and service debt, access to additional capital, legal claims, integration risk, and general economic or political conditions.
  • The company has not paid cash dividends; future dividends will depend on revenues, earnings, capital requirements, financial condition, and board discretion.

Most important facts an investor should verify

  • Review Exhibit 99.1 and the incorporated financial statements for actual revenue, losses, margins, cash balances, debt, cash burn, and pro forma effects of the transaction.
  • Confirm the net cash delivered from the trust account and PIPE after redemptions, transaction expenses, and other adjustments.
  • Evaluate dilution from the 195.8 million Class B shares, 40 million PIPE shares, warrants, OpCo unit exchanges, and equity incentive awards.
  • Assess the potential future liability under the Tax Receivable Agreement and the terms governing OpCo unit redemptions.
  • Monitor lock-up expirations, founder-share forfeiture conditions, resale registration statements, and the resulting potential selling pressure.
  • Review the proxy statement’s risk factors and EVgo operating projections because this 8-K does not provide updated standalone guidance.