Business context and reporting period
This is Climate Change Crisis Real Impact I Acquisition Corporation’s (CRIS) Form 10-K for the fiscal year ended December 31, 2020—not an operating-company 10-K for EVgo Inc. CRIS was a newly formed SPAC and had not begun operations by year-end. Its reported activity covered August 4, 2020 (inception) through December 31, 2020, so the filing provides no prior comparable-period operating results and no EVgo operating results.
CRIS completed its $230.0 million IPO on October 2, 2020 and held a further $6.6 million of private-placement warrant proceeds. On January 21, 2021, after the reporting period, CRIS agreed to combine with EVgo. The transaction was pending as of this filing, signed March 29, 2021.
Key financial metrics
| Metric | Reported amount |
|---|---|
| Operating revenue | None; CRIS had not commenced operations. |
| Formation and operating costs | $1.010 million |
| Net loss | $1.006 million for inception through December 31, 2020 |
| Trust Account investments | $230.003 million at December 31, 2020, primarily U.S. Treasury money-market funds |
| Cash outside Trust Account | $0.990 million |
| Cash flow from operations | $(0.548) million |
| Total assets | $231.255 million |
| Total liabilities | $8.798 million, including $8.050 million deferred underwriting fees payable upon a completed business combination |
| Class A shares subject to possible redemption | $217.457 million, presented as temporary equity |
| Stockholders’ equity | $5.000 million |
| Debt and liquidity | No long-term debt reported; no working-capital loans outstanding at year-end. The filing states no off-balance-sheet financing arrangements. |
Interest income was $3,411. The filing does not provide meaningful operating margins or cash-flow trends for a comparable prior period.
Material developments and outlook
- Proposed EVgo transaction: The January 2021 agreement contemplated an Up-C structure and a $400 million PIPE at $10 per share. The PIPE and merger were subject to closing conditions, including stockholder approval, listing, regulatory requirements, minimum net tangible assets of $5,000,001, and at least $115 million remaining in the Trust Account after redemptions and deferred underwriting fees.
- Transaction proceeds: CRIS estimated cash contributed to OpCo at between $470.6 million and $574.9 million; the final amount depends on redemptions and transaction expenses. These are estimates, not year-end cash or completed-transaction proceeds.
- Operating outlook: CRIS expected to incur significant costs while pursuing a business combination and expected no operating revenue before one was completed. The filing gives no EVgo-specific operating forecast or guidance.
- Key risks: The transaction could fail or be delayed; redemptions could reduce available cash; the SPAC had a deadline of October 2, 2022 to complete a combination, after which public shares would generally be redeemed and warrants would expire worthless. Other risks include COVID-19 uncertainty, potential litigation related to the proposed combination, competing acquisition bidders, conflicts of interest, and possible claims against Trust Account assets.
- Unusual items and controls: The SPAC’s founders acquired 5.75 million Class B shares for $25,000, and the Sponsor acquired 6.6 million private warrants for $6.6 million. Disclosure controls were deemed effective; the report did not include management’s internal-control assessment or auditor attestation under the new-public-company transition provisions.
Important facts for investors to verify
- Confirm the merger’s actual closing status, final terms, stockholder redemptions, transaction expenses, and cash delivered to EVgo; the figures in this filing are prospective estimates.
- Review EVgo’s own audited financial statements and operating disclosures, which are not included as historical operating results in this CRIS filing.
- Check the final PIPE funding, dilution, ownership split, tax-receivable-agreement terms, and treatment of warrants and founder shares.
- Assess the minimum-cash and $115 million Trust Account closing conditions, and any litigation or regulatory developments affecting completion.
- Review subsequent filings for transaction completion, actual post-combination liquidity and debt, and the combined company’s guidance and risks.