EVGO, INC. Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Structure of the Business Combination
Pursuant to the Business Combination Agreement, at the closing of the business combination (the "Closing") on the date the transactions are consummated (the "Closing Date"):
(i) CRIS will contribute all of its assets to SPAC Sub, including but not limited
to (1) an amount of funds equal to (A) funds held in the trust account (the
"Trust Account") established by CRIS in connection with its initial public
offering (the "IPO") (net of any amounts paid to holders of shares of Class A
common stock, par value $0.0001 per share (the "Class A common stock") of
CRIS who elect to redeem their shares (the "Redemption Amount") and the
payment of any deferred underwriting fees from the IPO), plus (B) net cash
proceeds from the PIPE (as defined below), plus (C) any cash held by CRIS in
any working capital or similar account, less any transaction expenses of CRIS
and the EVgo Parties; and (2) a number of newly issued shares of Class B
common stock, par value $0.0001 per share (the "Class B common stock" and,
together with the Class A common stock, "common stock") of CRIS equal to the
number of units of OpCo ("OpCo Units") to be issued to Holdings (the
"Holdings OpCo Units") under the Business Combination Agreement, which will
be equal to the quotient obtained by dividing (x) $1,958,000,000 by (y)
$10.00 (such shares, the "Holdings Class B Shares " and such transaction, the
"SPAC Contribution");
(ii) immediately following the SPAC Contribution, Holdings will contribute to
OpCo all of the issued and outstanding limited liability company interests
of the Company and, in connection therewith, (1) OpCo will be recapitalized
as set forth in the OpCo A&R LLC Agreement (as defined below), and (2) OpCo
will issue to Holdings the Holdings OpCo Units (such transactions, the
"Holdings Contribution");
(iii) immediately following the Holdings Contribution, SPAC Sub will transfer to
Holdings the Holdings Class B Shares and the right to enter into the Tax
Receivable Agreement (as defined below) (such transactions, the "SPAC Sub
Transfer"); and
(iv) immediately following the SPAC Sub Transfer, SPAC Sub will contribute
to OpCo all of its remaining assets in exchange for the issuance by
OpCo to SPAC Sub of the number of OpCo Units equal to the number of
shares of Class A common stock issued and outstanding after giving
effect to the business combination and the PIPE (the "Issued OpCo
Units") (the "SPAC Sub Contribution").
Following the Closing, the combined company will be organized in an "Up-C"
structure in which the business of the Company and its subsidiaries ("EVgo")
will be held by OpCo and will continue to operate through the subsidiaries of
the Company, and in which CRIS's only direct assets will consist of equity
interests in SPAC Sub, which, in turn, will hold only the Issued OpCo Units.
OpCo's only direct assets will consist of its equity interests in the Company.
Immediately following the Closing, CRIS, through SPAC Sub, is expected to own
between approximately 26.0% and 22.9% of the OpCo Units, and SPAC Sub will
control OpCo as the sole managing member of OpCo in accordance with the terms of
the amended and restated limited liability company agreement of OpCo to be
entered into in connection with the Closing (the "OpCo A&R LLC Agreement"). OpCo
will own all of the equity interests in the Company. Upon the Closing, CRIS will
change its name to "
1
The amount of cash to be contributed by SPAC Sub to OpCo at the closing of the
business combination is estimated to be between
Each Holdings OpCo Unit, together with one share of Class B common stock, will be 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.
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have made representations, warranties and covenants that are customary for transactions of this nature.
Conditions to Closing
The obligations of the EVgo Parties, CRIS and SPAC Sub to consummate the business combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of each of the following mutual conditions:
? the business combination and related proposals shall have been approved and
adopted by the requisite affirmative vote of the stockholders of CRIS in
accordance with the proxy statement to be filed by CRIS in connection with the
business combination, the General Corporation Law of the
CRIS's existing amended and restated certificate of incorporation and the rules
and regulations of the
? no governmental authority shall have enacted, issued, promulgated, enforced or
entered any law, rule, regulation, judgment, decree, executive order or award
which is then in effect and has the effect of making the business combination
illegal or otherwise prohibiting consummation of the business combination;
? all filings, notifications, or other submissions required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), shall have been made and any applicable waiting period (and any . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of Class B common stock is incorporated by reference herein. The shares of Class B common stock to be issued pursuant to the Business Combination Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of Class A common stock in the PIPE is incorporated by reference herein. The PIPE Shares that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.3 to this Current Report on Form 8-K is the form of investor presentation that will be used by CRIS with respect to the business combination.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination, CRIS intends to file
preliminary and definitive proxy statements with the
9
Participants in the Solicitation
CRIS, EVgo, Holdings and their respective directors and executive officers may
be deemed participants in the solicitation of proxies from CRIS's stockholders
in connection with the business combination. CRIS's stockholders and other
interested persons may obtain, without charge, more detailed information
regarding the directors and officers of CRIS in CRIS's final prospectus filed
with the
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not
historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. All
statements, other than statements of present or historical fact included in this
Current Report on Form 8-K, regarding CRIS's proposed business combination with
EVgo, CRIS's ability to consummate the transaction, the benefits of the
transaction and the combined company's future financial performance, as well as
the combined company's strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this Current Report
on Form 8-K, and on the current expectations of the respective management of
CRIS and EVgo and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
CRIS or EVgo. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the inability of
the parties to successfully or timely consummate the business combination,
including the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business combination or that
the approval of the stockholders of CRIS or EVgo is not obtained; failure to
realize the anticipated benefits of business combination; risk relating to the
uncertainty of the projected financial information with respect to EVgo; the
amount of redemption requests made by CRIS's stockholders; the overall level of
consumer demand for EVgo's products; general economic conditions and other
factors affecting consumer confidence, preferences, and behavior; disruption and
volatility in the global currency, capital, and credit markets; the financial
strength of EVgo's customers; EVgo's ability to implement its business strategy;
changes in governmental regulation, EVgo's exposure to litigation claims and
other loss contingencies; disruptions and other impacts to EVgo's business, as a
result of the COVID-19 pandemic and government actions and restrictive measures
implemented in response; stability of EVgo's suppliers, as well as consumer
demand for its products, in light of disease epidemics and health-related
concerns such as the COVID-19 pandemic; the impact that global climate change
trends may have on EVgo and its suppliers and customers; EVgo's ability to
protect patents, trademarks and other intellectual property rights; any breaches
of, or interruptions in, CRIS's information systems; fluctuations in the price,
availability and quality of electricity and other raw materials and contracted
products as well as foreign currency fluctuations; changes in tax laws and
liabilities, tariffs, legal, regulatory, political and economic risks. More
information on potential factors that could affect CRIS's or EVgo's financial
results is included from time to time in CRIS's public reports filed with the
10
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Business Combination Agreement, dated as ofJanuary 21, 2021 , by and amongClimate Change Crisis Real Impact I Acquisition Corporation ,CRIS Thunder Merger LLC ,EVgo Holdings, LLC ,EVgo HoldCo, LLC andEVGO OPCO LLC . 10.1 Form of Subscription Agreement. 99.1 Press Release datedJanuary 22, 2021 . 99.2 Conference Call Script. 99.3 Form of Investor Presentation.
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Item 601(a)(5) of Regulation S-K. CRIS agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the
11
© Edgar Online, source
