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Item 1. Business

2022-03-24 compared with 2021-03-29 · 392 added, 789 removed, 0 unchanged (100% of the section changed)

Description of Business

We are a recently formed blank check company incorporated on August 4, 2020 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses.

We have identified a prospective target and, as described below, we have entered into the Business Combination Agreement with such prospective target.

On October 2, 2020, we consummated our IPO of 23,000,000 units, including 3,000,000 units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover

over-allotments.

Each unit consists of one share of Class A common stock and one-half of one redeemable warrant, each whole public warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per

share, subject to adjustment.

The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $230.0 million (before underwriting discounts and commissions and offering expenses).

Prior to the consummation of the IPO, on

August 10, 2020, the Sponsor purchased 5,750,000 shares of Class B common stock for an aggregate purchase price of $25.0 thousand.

In September 2020, the Sponsor transferred 30,000 shares of Class B common stock to Mary Powell, 25,000 shares of Class

B common stock to Richard Kauffman, 25,000 shares of Class B common stock to Mimi Alemayehou, 60,000 shares of Class B common stock to Anne Frank-Shapiro and 35,500 founder shares to certain of CRIS’s consultants.

The founder shares included an

aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of founder shares would collectively represent approximately 20% of CRIS’s issued and

outstanding shares of common stock after the IPO.

As a result of the underwriters’ election to fully exercise their over-allotment option, no founder shares are subject to forfeiture.

Simultaneously with the consummation of the IPO and the issuance and sale of the units, we consummated the private placement of 6,600,000 private placement warrants at a price of $1.00 per private

placement warrant, generating gross proceeds of $6.6 million.

The private placement warrants, which were purchased by the Sponsor, are identical to the public warrants, except that, if held by the Sponsor or its permitted transferees, they are (i)

non-redeemable by CRIS (except as described in Exhibit 4.1 to this Annual Report on Form 10-K) and (ii) exercisable on a cashless basis.

If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the

private placement warrants will be redeemable by CRIS and exercisable by holders on the same basis as the public warrants.

The private placement warrants have been issued pursuant to, and are governed by, the warrant agreement.

Upon the closing of the IPO and the sale of the private placement warrants (the “private placement”), a total of $230.0 million of the net proceeds from the IPO and the private placement (which

includes the underwriters’ deferred underwriting discount of $8.1 million) was placed in the Trust Account, with Continental Stock Transfer & Trust Company acting as trustee.

Except with respect to interest earned on the funds held in the Trust

Account that may be released to CRIS to pay its franchise and income tax obligations, the funds held in the Trust Account will not be released from the Trust Account until the earliest of:

(1) the completion of CRIS’s initial business combination;

(2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of CRIS’s obligation to allow redemption in

connection with our initial business combination or to redeem 100% of the public shares if CRIS does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to

stockholders’ rights or pre-initial business combination activity;

and (3) the redemption of all of the public shares if CRIS has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

After the payment of underwriting discounts and commissions (excluding the deferred portion of $8.1 million in underwriting discounts and commissions, which amount will be payable upon consummation

of our initial business combination) and approximately $0.9 million in expenses relating to the IPO, approximately $1.7 million of the net proceeds of the IPO and private placement was not deposited into the Trust Account and was retained by CRIS for

working capital purposes.

The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest.

As of December 31, 2020, there was approximately $230.0 million in investments and cash held in the Trust Account and

$1.0 million of cash held outside the Trust Account available for working capital.

As of December 31, 2020, CRIS has not commenced any operations.

All activity for the period from August 4, 2020 (inception) through December 31, 2020 relates to our IPO, which is describe below, and

identifying a target company for a business combination.

CRIS will not generate any operating revenues unless and until completion of a business combination, at the earliest.

CRIS generates non-operating income in the form of interest income from the

proceeds derived from the IPO.

CRIS’s units, common stock and warrants trade on the NYSE under the symbols “CLII.U,” “CLII,” and “CLII WS,” respectively.

Proposed Business Combination

On January 21, 2021, we entered into the Business Combination Agreement among CRIS, SPAC Sub and the EVgo Parties.

Pursuant to the Business Combination Agreement, on the date the transactions are

consummated (the “Closing Date”):

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 (net of any amounts needed to effect redemptions elected by public stockholders and the

payment of any deferred underwriting fees from the IPO), plus (B) net cash proceeds from the PIPE, 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) 195,800,000 newly issued shares of Class B common stock of CRIS (such shares, the “Holdings Class B Shares”);

immediately following item (i) above, Holdings will contribute to OpCo all of the issued and outstanding limited liability company interests of HoldCo and, in connection therewith, (1) OpCo will be recapitalized as set forth in the OpCo

A&R LLC Agreement, and (2) OpCo will issue to Holdings the Holdings OpCo Units;

immediately following the item (ii) above, SPAC Sub will transfer to Holdings the Holdings Class B Shares and the right to enter into a tax receivable agreement;

immediately following item (iii) above, 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 Issued OpCo Units.

The amount of cash to be contributed by SPAC Sub to OpCo at the closing of the proposed business combination is estimated to be between $574.9 million and $470.6 million.

Immediately following the

proposed business combination, Holdings will hold 195,800,000 OpCo Units, representing an expected 74.0% to 77.1% of the total outstanding OpCo Units.

Holdings will also hold 195,800,000 shares of Class B common stock.

The final amount of cash that

will be contributed by SPAC Sub to OpCo is dependent on the amount of funds remaining in the Trust Account following any redemptions of Class A common stock and the final transaction expenses.

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.

Following the closing, the combined company will be organized in an “Up-C” structure in which the business of EVgo will be held by OpCo and will continue to operate through the subsidiaries of

HoldCo, 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 HoldCo.

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 OpCo A&R LLC Agreement.

own all of the equity interests in HoldCo.

Upon the closing, CRIS will change its name to “EVgo Inc.” Holdings will hold the Holdings OpCo Units and a corresponding number of shares of Class B common stock.

The Business Combination Agreement and related agreements are further described in the Current Report on Form 8-K filed by the CRIS on January 27, 2021.

Other than as specifically discussed, this report does not assume the consummation of the proposed business combination or the other transactions contemplated by the Business Combination Agreement.

Subscription Agreements

In connection with the execution of the Business Combination Agreement, on January 21, 2021, CRIS entered into separate subscription agreements (the “Subscription Agreements”) with a

number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and CRIS has agreed to sell to the PIPE Investors, an aggregate of 40,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase

price of $10.00 per share, or an aggregate purchase price of $400.0 million, in a private placement (the “PIPE”).

Each Subscription Agreement contains customary representations and warranties of CRIS, on the one hand, and the applicable PIPE Investor, on the other hand, and customary conditions

to closing, including the consummation of the proposed business combination.

The purpose of the PIPE is to raise additional capital for use by EVgo following the closing or the proposed business combination.

Pursuant to the Subscription Agreements, CRIS agreed that, within 30 calendar days after the Closing Date (the “Filing Deadline”), CRIS will file with the Securities and Exchange

Commission (the “SEC”) (at CRIS’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and CRIS will use its commercially reasonable efforts to have the PIPE Resale

Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies CRIS that it will “review” the PIPE Resale Registration

Statement) following the Filing Deadline and (ii) the 5th business day after the date CRIS is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject

to further review.

Business Strategy

If the proposed business combination does not become effective, our plan is to continue to identify, acquire and maximize the value of a company operating in the one of the climate sectors mentioned

in the next section titled, “Market Opportunity.” Our management team will leverage its wide-reaching network of industry executives and climate specialists to source proprietary business combination opportunities with differentiated companies that

align with our mission.

We will seek opportunities that can benefit from our management team’s expansive experiences and unparalleled capabilities to create value for our stockholders.

In addition, if the proposed business combination does not become effective, we intend to utilize the networks and industry experience of our management team and the PIMCO private funds in seeking an

initial business combination.

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities.

expect this network will provide our management team with a robust and consistent flow of acquisition opportunities.

In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources,

including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

Members of our management team will communicate with their networks of relationships to

articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads.

Market Opportunity

Our management team believes in metrics.

The metrics of fighting climate change include:

avoid making a bad situation worse by dramatically reducing or eliminating new carbon emissions into the

atmosphere (“Avoided Carbon”) or remove carbon already in the atmosphere (“Removed Carbon”).

Our management intends to focus on potential business combinations that would allow CRIS to invest in companies that have found competitive advantage in

providing low to no carbon products and services on price and other terms superior to the more carbon intensive alternative.

While the areas set forth below are representative of our primary areas of focus, it is not an exhaustive list.

Avoided Carbon :

The Global Carbon Project estimates global carbon emissions at approximately 40 billion tonnes per year.

Concurrently, the IMF

estimates the cost of avoiding carbon emissions at roughly $50 per tonne, creating a total addressable market for Avoided Carbon of up to $2 trillion per year, or $60 trillion in 2020 dollars from 2020 to 2050.

A substantial portion of this carbon

value is in energy, both production and consumption.

Today, renewables technology, and its adjacencies in the other climate sectors mentioned in this section, have scaled and become more sophisticated, such that virtually the entire market for

replacement energy is open to price competitive zero carbon sources.

The opportunity for the power sector represents a total addressable market of approximately $500 billion, mainly stemming from the replacement of fossil-fuel powered plants with

cheaper zero-emission renewables, according to Lazard’s 2019 annual levelized-cost-of-energy report and the EIA’s annual global emissions estimates.

Distributed generation competes favorably against the prevailing retail price of electricity.

Increasingly, rooftop solar is being combined with storage and

other services that enhance its utility and the customer experience offering grid resilience and other ancillary benefits.

Yet, the market remains lightly penetrated, with only approximately 3% market penetration in the United States residential

solar market according to the EIA number of residential solar installations in SunRun’s June 2020 investor presentation.

renewable electricity generation has doubled since 2008.

New capacity additions of utility scale and commercial and industrial scale renewables now exceed

new capacity additions of natural gas and coal-fired generation combined and that trend is likely only to accelerate, resulting in significant opportunity for new renewables and around enhancement of the first generation of large scale renewables

already deployed in the United States and around the world.

Large-scale solutions for grid stability and resilience, including energy storage, decarbonized natural gas, trash to value and other sustainable solutions,

will become increasingly important as intermittent resources, primarily wind and solar generation, dominate grid and distributed generation.

Energy Efficiency services offer substantial energy savings and are now readily available at both the corporate and household level as a result of new

integrated hardware and software packages that automate the process of avoiding waste in energy consumption.

These energy efficiency services are often offered as a critical part of a more comprehensive product/service offering (see

below), but there are demand side management and other similar emerging growth companies that specialize in this space.

Green Energy Service Companies (“GESCOs”) increasingly satisfy corporate demand for clean energy.

More and more, businesses, committed as a matter of core

values to consuming only clean energy, have found that traditional utilities are unable to meet their demands.

They are turning to GESCOs to deploy technology and utilize specially developed algorithms to reduce their consumption, while still meeting

their needs through clean energy procurement.

This has created an emerging clean-energy-as-a-service industry.

Greentailers increasingly satisfy household demand for clean energy.

For many years, green retail energy providers (“Greentailers”) offered “renewables only”

retail power.

To a greater extent, Greentailers are now using technology to expand the depth and breadth of their product offering to encompass both green power and reduced consumption.

Additionally, they now more effectively incorporate rooftop

solar and the storage capacity of the family EV into the household system, leading to a smart-energy-home-as-a-service business model .

Electric Vehicle (“EV”) infrastructure and decarbonized liquid fuels, including green hydrogen and green ammonia, are becoming increasingly important as the

power and transportation sectors decarbonize.

Electricity cost management, charging-as-a-service solutions, grid services, and market mechanisms to support charging infrastructure are critical to support the transition of transportation from carbon

fuels to electric vehicles.

Removed Carbon :

While Avoided Carbon is our immediate focus, Removed Carbon has potential both in terms of climate and economic, making it well worth

By our calculation, at least $5 trillion of carbon currently in the atmosphere needs to be removed over the next 30 years.

Significant breakthroughs and developments continue to surface in this space.

For instance, when carbon capture

technology first emerged, early studies estimated costs to be highly prohibitive, at over $600 per tonne.

With advances in technology and continuous effort of entrepreneurs and start-ups, the cost is now estimated at approximately one-third of

initial estimates and falling.

Carbon Capture, Utilization and Storage technologies are already being tested by emerging companies at scale.

At the same time, considerable innovation and entrepreneurship is being poured into nature-based solutions,

such as the capturing and storage of atmospheric carbon within trees and soil.

The addressable market of this technology would expand exponentially overnight if, as a result of political change and government action, an effective price was placed on

removing carbon from the atmosphere.

In summary, clean energy opportunity is climate opportunity and CRIS and its management team are deeply versed in the clean energy industry.

These sectors represent potential areas of opportunity in

which CRIS intends to deploy its capital.

Acquisition Criteria

We have identified the following general criteria and guidelines that we believe are critical to evaluating prospective companies within our targeted sub-sector:

“Best-in-class” companies in the climate sector competitively positioned to capitalize on macro growth prospects;

Differentiation with regard to products / services, cost structure and business model;

Sustainable competitive advantages and / or high barriers to entry;

Opportunities for growth, organically or through add-on acquisitions;

Ability to benefit from our management’s unique and unparalleled expertise in the sector;

Strength of incumbent management and their fundamental motivations, long-term objectives and core organizational values that represent best practices across the entire climate spectrum;

Ability to benefit from access to the public market.

Notwithstanding the foregoing, these criteria and guidelines are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may or may not be

based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem relevant.

Our Acquisition Process

Our acquisition process starts with and is predicated upon our extensive combined network of business executives and climate leaders and is bolstered by our decades of expertise and intimate

familiarity with the climate sector.

Our acquisition process involves a thorough due diligence process, valuation and exhaustive analysis which consist of meetings with incumbent management and employees, many of whom we are very

familiar with through previous business dealings, to discuss business model, capital allocation and growth potential.

It also consists of technical, financial, valuation and operational due diligence, document reviews, inspection of facilities, as

well as a review of any legal or other relevant information which will be made available to us.

In evaluating a prospective target business, we focus on, among other things, the differentiation of its product/services, cost structure, strength of management, business model, comparative

advantages and other keys to sustained value creation.

In assessing management, we focus on their fundamental motivation - are they focused on building a strong business of enduring value over time, with ever increasing impact on climate - and on

their individual and corporate core values.

It is our strongly held view, based on our life experience, that the best companies in our target space are not only driven by solving for climate but they are animated, in terms of their internal

organization, by core values that represent best practices across the entire ESG spectrum.

The final step of our acquisition process is the approval by our board of directors.

Our board of directors, a majority of whom are independent directors and each of whom has considerable experience

and expertise in the climate sector, will thoroughly review all aspects of the proposed combination and reach a decision on its merits consistent with their fiduciary responsibilities to the stockholders.

We then confirm approval by the PIMCO private

funds, in accordance with their contractual right to consent to our initial business combination transaction.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with the Sponsor, our officers or directors.

In the event we seek to complete our initial

business combination with a company that is affiliated with the Sponsor or any of our officers or directors, we, or a committee of our independent directors, will obtain an opinion that our initial business combination is fair to us from a financial

point of view from either an independent investment banking firm or an independent accounting firm.

The Sponsor, our directors and members of our management team may directly or indirectly own our founder shares, Class A common stock and/or private placement warrants following the IPO, and,

accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of

interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business

Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director

is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she then has fiduciary or

contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers and directors

will materially affect our ability to complete our business combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such

opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to

Our officers, directors and the PIMCO private funds and any of their respective affiliates may sponsor or form, or in the case of individuals, serve as a director or officer of, other blank check

companies similar to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional conflicts of interest in pursuing an acquisition target.

However, we do not believe that any such potential

conflicts would materially affect our ability to complete our initial business combination.

Initial Business Combination

As required by the NYSE rules, our initial business combination must be approved by a majority of our independent directors.

The NYSE rules also require that we must complete our initial business

combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a

definitive agreement in connection with our initial business combination.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able to make an independent

determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of

a target’s assets or prospects.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the PIMCO private funds.

We may, at our option, pursue an acquisition opportunity jointly with one or more parties affiliated with PIMCO, including, without limitation, officers and partners of PIMCO, investment funds,

accounts, co-investment vehicles and other entities managed by affiliates of PIMCO, including the PIMCO private funds, and/or investors in funds, accounts, co-investment vehicles and other entities managed by affiliates of PIMCO.

Any such party may

co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing equity to such parties.

The amount and other terms and conditions of any such joint

acquisition or equity issuance would be determined at the time thereof.

We may structure our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity

interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target

management team or stockholders, or for other reasons.

However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of

the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination.

we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the

issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the

equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the NYSE’s

80% of net assets test.

If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the

initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

Other Considerations

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with the Sponsor, our officers or directors.

In the event we seek to

complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with the Sponsor or any of our officers or directors, we, or a committee of independent directors, will

obtain an opinion from an independent investment banking firm or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.

PIMCO and its affiliates manage multiple funds and investment vehicles, including the PIMCO private funds, and may raise additional funds and/or accounts in the future, which may be during the period

in which we are seeking our initial business combination.

These investment entities may be seeking acquisition opportunities and related financing at any time.

We may compete with any one or more of them on any given acquisition opportunity.

addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying

potential business combinations and monitoring the related due diligence.

Moreover, our officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles

and other entities managed by PIMCO or one of its affiliated entities.

To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by

PIMCO or one of its affiliated entities (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other

entities), PIMCO and its applicable affiliate entities, including the PIMCO private funds, will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can

be no assurance that such conflict of interest will be resolved in our favor.

Corporate Information

Our executive offices are located at 300 Carnegie Center, Suite 150 Princeton, NJ 08540 and our telephone number is (212) 847-0360.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any

golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for

complying with new or revised accounting standards.

In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the

benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual

gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of

the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to emerging growth company will have the meaning associated with it in the

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including,

among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of our Class A common stock held by

non-affiliates equaled or exceeded $250 million as of the prior June 30 th , or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the aggregate worldwide market value of our Class A common stock

held by non-affiliates equaled or exceeded $700 million as of the prior June 30 th .

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate our initial business combination using cash from the proceeds of

the IPO and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into

following the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

We may seek to complete our initial business

combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with

our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of

the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial

business combination using the proceeds of such offering rather than using the amounts held in the Trust Account.

In addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the private

placement warrants, and may as a result be required to seek additional financing to complete such proposed initial business combination.

Subject to compliance with applicable securities laws, we would expect to complete such financing only

simultaneously with the completion of our initial business combination.

In the case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial

business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through loans in connection with

our initial business combination.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various sources, including our global networks, as well as other sources such as investment bankers and investment

professionals.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be

interested on an unsolicited basis.

The Sponsor, our officers and directors and their respective affiliates may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or

informal inquiries or discussions they may have.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other

individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent

our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best

interest to pursue.

Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.

Other than the 60,000 restricted founder shares transferred to Ms.

Frank-Shapiro as compensation for her service as a consultant of CRIS, and any additional compensation for Ms.

Frank-Shapiro that the board of directors of CRIS may approve in the future in connection with her consulting arrangement with CRIS, in no

event will the Sponsor or any of our existing officers or directors, or any entity with which the Sponsor or our officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other

compensation by CRIS prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).

Although none of

the Sponsor, our officers, other than Ms.

Frank-Shapiro, or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection

with a contemplated initial business combination, we do not have a policy that prohibits the Sponsor, our officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target

Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination.

The presence or absence of any such fees or arrangements will not be used as

a criterion in our selection process of an initial business combination candidate.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with the Sponsor, our officers or directors, or their respective affiliates.

In the event we seek

to complete our initial business combination with a company that is affiliated with the Sponsor, our officers or directors, or their respective affiliates, we, or a committee of independent directors, will obtain an opinion from an independent

investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or

contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

Our officers and directors currently have certain relevant fiduciary

duties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring of our Initial Business Combination

As required by the NYSE rules, our initial business combination will be approved by a majority of our independent directors.

The NYSE rules also require that we must complete our initial business

definitive agreement in connection with our initial business combination.

The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such

as actual and potential sales, earnings, cash flow and/or book value).

Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed.

In addition, the

application of the standards generally involves a substantial degree of judgment.

Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets.

solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders

valuation opinions with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may

be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

We do not currently intend to purchase multiple

businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses,

although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion

of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of the NYSE’s 80% of net assets test.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous

risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in a particular target business, no assurance can be given that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management and key employees,

document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable

with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will

reduce the funds we can use to complete another business combination.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the PIMCO private funds.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.

other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to acquire multiple businesses.

In addition, we intend to focus our

search for an initial business combination in a single industry.

By completing our initial business combination with only a single entity, our lack of diversification may subject us to negative economic, competitive and regulatory developments, any

or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination and cause us to depend on the marketing and sale of a limited number of products or services.

Post-Combination Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our

assessment of the target business’ management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our

management team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial

business combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs

subsequent to our initial business combination.

Moreover, no assurance can be given that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

No assurance can be given that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel will

remain with the combined company will be made at the time of our initial business combination.

Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

No assurance can be given that we will have the

ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is required by law or applicable stock exchange

rule, or we may decide to seek stockholder approval for business or other reasons.

Presented in the table below is a list of the types of initial business combinations we may consider and whether stockholder approval is currently required under

Delaware law for each transaction.

Type of Transaction

Whether Stockholder

Approval is Required

Purchase of assets

Purchase of stock of target not involving a merger with CRIS

Merger of target into a subsidiary of CRIS

Merger of CRIS with a target

Under the NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:

we issue shares of Class A common stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power

then outstanding;

any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock

to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in

the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders;

the issuance or potential issuance of common stock will result in our undergoing a change of control.

The decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval is not required by law will be made by us, solely in

our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place CRIS at a disadvantage in the

transaction or result in other additional burdens on CRIS;

the expected cost of holding a stockholder vote;

the risk that the stockholders would fail to approve the proposed business combination;

other time and budget constraints of CRIS;

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.

Permitted Purchases of Our Securities

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, the

Sponsor, initial stockholders, our directors, officers, advisors or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of

our initial business combination.

There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules.

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

If they engage in such transactions, they will not make any such purchases when

they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

We do not currently anticipate that such purchases, if any, would constitute a

tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases

are subject to such rules, the purchasers will comply with such rules.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

funds held in the Trust Account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the

initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such

requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in

connection with our initial business combination.

Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public

“float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a

national securities exchange.

The Sponsor, our officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom the Sponsor, our officers, directors or their affiliates may pursue privately

negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent that

the Sponsor, our officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the

Trust Account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination.

The Sponsor, our officers, directors, advisors or their affiliates will

only purchase public shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by the Sponsor, our officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are

able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must be complied with in order for

the safe harbor to be available to the purchaser.

The Sponsor, our officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination or Certain Stockholder Votes to Amend our Amended and Restated Certificate of Incorporation

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon (i) the completion of our initial business combination or (ii) a

stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our

public shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity.

redemptions, if any, will be made at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the event triggering the right to redeem, including interest earned on the

funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account is

initially anticipated to be approximately $10.00 per public share.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares.

There will be no redemption rights upon the completion of our initial business combination with respect to our

Our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the

completion of our initial business combination or a stockholder vote to approve an amendment to our amended and restated certificate of incorporation, as described above.

Manner of Conducting Redemptions in Conjunction with a Stockholder Vote on our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either (i) in

connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender

offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange

listing requirement.

Under the NYSE rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our

outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

If we structure an initial business combination with a target company in a manner that requires stockholder approval,

we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial business combination.

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval

is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons.

So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with such

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is

required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or the Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock

in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act,

and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public

shares which are not purchased by the Sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial

business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our

initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will,

pursuant to our amended and restated certificate of incorporation:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

file proxy materials with the SEC.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the

redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business

A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of CRIS representing a majority of the voting power of all outstanding shares of capital stock of CRIS entitled to

vote at such meeting.

Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after the IPO (including in

open market and privately negotiated transactions) in favor of our initial business combination.

For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our

initial business combination once a quorum is obtained.

As a result, in addition to our initial stockholders’ founder shares, we would need only 8,625,001, or 37.5% (assuming all outstanding shares are voted) of the 23,000,000 public shares sold in

the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved.

If the PIMCO private funds or their respective affiliates vote the shares included in the 1,980,000 units purchased in the IPO

in favor of our initial business combination, this percentage is further reduced to 28.9%.

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a

vote shall be taken to approve our initial business combination.

These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.

stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon

consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the

agreement relating to our initial business combination.

For example, the proposed initial business combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination.

In the event the aggregate cash consideration we would be required to pay for

all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us,

we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of our Initial Business Combination if We Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as

defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess Shares.” Such restriction shall also be

applicable to our affiliates.

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed

initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding more than an

aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms.

our stockholders’ ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial

business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our

stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our

transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we

distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

The tender offer or proxy materials, as

applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which may include the requirement

that a beneficial holder must identify itself in order to validly redeem its public shares.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two

days prior to the vote on the initial business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period, it is advisable for

stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will typically

charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights

to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their business combinations, many blank check companies

would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to

exercise his or her redemption rights.

After the initial business combination was approved, CRIS would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had an

“option window” after the completion of the initial business combination during which he or she could monitor the price of CRIS’s stock in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open

market before actually delivering his or her shares to CRIS for cancellation.

As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the

completion of the initial business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the

initial business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy

materials, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder

may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after

the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their

shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 24 months from the closing of

the IPO or during any extended time that we have to consummate a business combination beyond the 24 months (an “Extension Period”).

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of the IPO to complete our initial business combination.

If we do not complete our

initial business combination within such 24-month period or any Extension Period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and

income taxes (less up to $0.1 million of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to

receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and

liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which

will expire worthless if we fail to complete our initial business combination within the 24-month time period.

Our initial stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any founder

shares held by them if we fail to complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period.

However, if the Sponsor, our officers or directors acquire public shares in or after the IPO,

they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period.

Our initial stockholders have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the

substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO

or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of

any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and

income taxes divided by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination

and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules).

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the

net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1.0

million of proceeds held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax

obligations we may owe.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes

on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $0.1 million of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the IPO and the sale of the private placement warrants, other than the proceeds deposited in the Trust Account, and without taking into account

interest, if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00.

The proceeds deposited in the Trust Account could, however, become subject to the claims of

our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00.

Under Section 281(b) of

the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any

distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest

or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an

advantage with respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an

analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly

superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

WithumSmith+Brown, PC (“Withum”), our independent registered public accounting

firm, and the underwriters of the IPO will not execute agreements with us waiving such claims to the monies held in the Trust Account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us

and will not seek recourse against the Trust Account for any reason.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business

with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual

amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of

the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor

has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations.

None of our officers,

directors or members of the Sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the

liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or

that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While we currently expect that our

independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for

example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

We have not asked the Sponsor to reserve

for such indemnification obligations and we cannot assure you that the Sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not

be less than $10.00 per public share.

We will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our

independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

In the event that we liquidate and it is subsequently determined that

the reserve for claims and liabilities is insufficient, stockholders who received funds from the Trust Account could be liable for claims made by creditors;

however, such liability will not be greater than the amount of funds from the Trust Account

received by any such stockholder.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of the Trust

Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period may be considered a

liquidating distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period

during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to

stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would

be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of the Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business

combination within 24 months from the closing of the IPO or during any Extension Period, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of

legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption

distribution, instead of three years, as in the case of a liquidating distribution.

If we do not complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period, we will:

(i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $0.1 million of interest to pay dissolution expenses), divided by the number of then

outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as

reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and

the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 24 th month and, therefore, we do not intend to comply with those procedures.

stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing

and pending claims or claims that may be potentially brought against us within the subsequent ten years.

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective

target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting

agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in

the Trust Account.

As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust Account is remote.

Further, the Sponsor

may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of

the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law,

and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return

$10.00 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable

debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

Furthermore, our board of directors may

be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the

claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of:

(i) the completion of our initial business combination, (ii) the redemption of any

public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our

initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or

pre-initial business combination activity, and (iii) the redemption of all of our public shares if we do not complete our business combination within 24 months from the closing of the IPO or during any Extension Period, subject to applicable law.

no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account.

In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the

initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such stockholder must have also exercised its redemption rights as described above.

provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination, or Certain Stockholder Votes to Amend our Amended and Restated Certificate of Incorporation, and if We

Fail to Complete Our Initial Business Combination.

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we do not

complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period.

Redemptions in Connection with Our Initial

Business Combination or Certain

Stockholder Votes to Amend our Amended

and Restated Certificate of Incorporation

Other Permitted

Purchases of Public

Shares by Us or Our

Redemptions if We fail to

Complete an Initial Business

Calculation of

redemption price

Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote.

The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or

in connection with a stockholder vote.

In either case, or in the case of redemptions in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing

of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (ii) with

respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the Trust Account

as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the Trust Account and not previously released

to us to pay our franchise and income taxes divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than

$5,000,001 upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination.

If we seek stockholder approval of our initial business combination, the Sponsor, directors, officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market prior to or following

completion of our initial business combination.

There is no limit to the prices that the Sponsor, directors, officers, advisors or their affiliates may pay in these transactions.

If we do not complete our initial business combination within 24 months from the closing of the IPO or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then

on deposit in the Trust Account (which is initially anticipated to be $10.00 per public share including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to

$0.1 million of interest to pay dissolution expenses), divided by the number of then outstanding public shares.

The redemptions in connection with our initial business combination or certain stockholder votes to amend our amended and restated certificate of incorporation will reduce the book value per share for our remaining stockholders, who will

bear the burden of the deferred underwriting commissions and taxes payable.

If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us.

The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours,

including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations.

Many of these entities are well established and have extensive experience identifying and

effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than we do.

Our ability to acquire larger target businesses will be limited by our

available financial resources.

This inherent limitation may give others with greater resources an advantage in pursuing the initial business combination of a target business.

Furthermore, our obligation to pay cash in connection with our public

stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain

target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Our executive offices are located at 300 Carnegie Center, Suite 150 Princeton, NJ 08540 and our telephone number is (212) 847-0360.

Our executive offices are provided to us by the Sponsor.

consider our current office space adequate for our current operations.

We currently have four officers.

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to

our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the

initial business combination process we are in.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Additional Information

This Annual Report on Form 10-K, our Quarterly Report on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed

with the SEC.

We are subject to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements and other information with the SEC.

The SEC maintains an internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Our website address is www.climaterealimpactsolutions.com.

We make available free of charge on or through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K and all amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

However, the information found on our website

is not part of this or any other report.

Unless otherwise indicated or unless the context otherwise requires, all references to “EVgo” and the “Company” refer to EVgo Inc.

and all of its subsidiaries.

EVgo owns and operates the United States’ largest public direct current (“DC”) fast charging network by number of locations and the first to be powered by 100% renewable electricity through the use of renewable energy certificates (“RECs”).

Founded in 2010 and a pioneer in fast charging, EVgo’s network of charging stations provides electric vehicle (“EV”) charging infrastructure to consumers and businesses.

With a rapid rise in electrification expected over the next two decades, EVgo offers essential infrastructure technology and services required to help the world transition to a cleaner, more sustainable future.

EVgo has been a leader and innovator in the EV charging space and is well positioned to continue to capitalize on its sustainable first mover and first learner advantages as EV adoption accelerates.

More than 130 million people in the U.S.

live within a 10-mile drive of one of EVgo’s fast charging stations, and the Company’s network is capable of charging all EV models and charging standards currently available in the U.S.

The Company partners with automotive original equipment manufacturers (“OEMs”), national and regional chains of grocery stores, hotels, shopping centers, gas stations, parking lot operators, local governments and independent property owners in order to locate and deploy its EV charging infrastructure.

EVgo has a flexible business model that derives value through multiple revenue streams.

The foundation of the Company’s business is the development and operation of EV charging sites through which it dispenses electricity to EVs driven by individuals, commercial drivers, and fleet operators.

EVgo is prioritizing the build out of ultra-fast chargers, a key market segment that is expected to grow faster than the overall EV charging market.

See “— Suppliers and Service Providers — Electricity.” To take advantage of the expected rapid growth in the number of EVs on the road in the United States, the Company is rapidly expanding its network of charging stations, focusing on development of locations with favorable traffic, utilization, and financial return characteristics.

The Company’s proprietary technology and analytical tools, along with its extensive commercial partnerships with OEMs, fleets, and governments, provide a strong competitive edge as it selects, designs and develops new charging stations.

Furthermore, EVgo’s robust underwriting standards require each station in its portfolio to meet or exceed pre-defined internal rate of return and multiple on invested capital criteria before project approval, which are expected to improve overall results further as EV adoption increases.

EVgo’s partnerships and collaboration with a wide range of automotive OEMs, rideshare operators, and other channel partners incentivize and accelerate EV adoption across the U.S.

EVgo’s joint efforts with renowned brands across automotive, rideshare, retail, fleet and other industries have powered more than 300 million electric miles on the EVgo network.

Total miles delivered is equal to the number of kWh EVgo has dispensed multiplied by the number of miles the average EV receives from a single kWh (“vehicle efficiency”).

The weighted average vehicle efficiency from all vehicles compatible with the EVgo network in operation at the end of each year is based on data from Experian and the U.S.

Department of Energy.

The weighted average vehicle efficiency is applied to the EVgo kWh dispensed in the associated period.

EVgo also serves the rapidly growing EV fleet segment.

The Company develops and deploys fleet-charging solutions for light-, medium-, and heavy-duty EV fleets, which represent high volume, repeat customers.

Reliable and flexible charging is essential to fleet electrification.

EVgo is developing, building, operating and servicing charging assets for fleets at their own depot locations, at off-site charging hubs that EVgo has secured, or via EVgo’s expansive public network.

In addition, EVgo may integrate proprietary EVgo Optima TM software to connect to a fleet’s logistics platform.

To date, fleet contracts have often included guaranteed payment streams in exchange for guaranteed network access, which benefits both EVgo and a fleet operator.

Whether EVgo retains ownership of the charging infrastructure itself will depend on the terms and conditions of the commercial arrangement with the particular fleet.

To rapidly expand its network, EVgo also offers a white label solution – EVgo eXtend TM – that helps partners invest in and build EV charging stations for their customers.

Through EVgo eXtend TM , EVgo leverages its decade-plus track record of operational experience and site design, helping businesses develop charging assets that are serviced through EVgo’s national network.

EVgo eXtend TM generates revenue from the site development, engineering and construction of the stations, as well as ongoing revenue through operations, networking, and maintenance of those sites.

In addition to the provision of EV charging infrastructure, EVgo is continuing to develop and deploy innovative software-based, value-added services to drivers and partners.

These offerings enhance the customer experience across EVgo’s business segments by layering proprietary technology functionality on top of its leading charging network, with the intention of widening EVgo’s competitive moat and providing accretive revenue streams.

In 2021, EVgo developed and deployed regional time-of-use per kilowatt-hour pricing across its California public network, expanded the EVgo reservations offering to more metropolitan markets across the U.S., integrated reservations into the newest subscription pricing plan, EVgo Plus, in California, and extended its EVgo Rewards TM driver loyalty program.

In December 2021, EVgo launched a new, customizable mobile app to make charging simple for EV drivers, delivering a user experience that makes switching to an EV more inviting.

Further strengthening its software capability, in 2021 EVgo acquired PlugShare ® through its acquisition of Recargo.

PlugShare ® is the leading global platform for EV drivers to locate and provide information relating to charging stations and provide feedback on their charging experiences, while leveraging tools like Pay With PlugShare ® and EV Trip Planner.

Beyond its services to EV drivers, PlugShare ® delivers data to automakers and other customers through the PlugShare® API and manages the world’s largest EV driver research panel through PlugInsights.

EVgo grew its advertising reach through PlugShare ® , serving 28 million advertising impressions globally in 2021.

Company History

EVgo Services was formed in October 2010 as NRG EV Services, LLC, a Delaware limited liability company and wholly owned subsidiary of NRG Energy, Inc.

(“NRG”), an integrated power company based in Houston, Texas.

EVgo began operations in 2011 as a subsidiary of NRG.

On June 17, 2016, NRG sold a majority interest in EVgo to Vision Ridge Partners.

On January 16, 2020, a subsidiary of LS Power, a private equity investment vehicle focused on power and energy infrastructure, completed its acquisition of EVgo.

The Company was incorporated in Delaware on August 4, 2020 under the name “Climate Change Crisis Real Impact I Acquisition Corporation”.

The Company was formed for the purposes of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”).

On the CRIS Close Date, EVgo Holdco consummated the CRIS Business Combination, with CRIS, Thunder Sub, and the EVgo Parties pursuant to the Business Combination Agreement.

Following the CRIS Close Date, the combined company is organized in an “Up-C” structure in which the business of EVgo Holdco and its subsidiaries are held by EVgo OpCo and continue to operate through the subsidiaries of EVgo Holdco, and in which the Company’s only direct assets consist of equity interests in Thunder Sub, which, in turn, holds only EVgo OpCo Units.

See “ Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Overview—CRIS Business Combination ” and Note 3 to the audited consolidated financial statements of EVgo included elsewhere in this Annual Report for more information.

On the Recargo Acquisition Date, the Company entered into the Recargo Agreement to acquire 100% of the outstanding common stock of Recargo, Inc.

On December 29, 2021, Recargo, Inc.

converted to Recargo.

Recargo operates as a cloud-based data solutions provider in the electric vehicle sector and generates revenue through a variety of services that leverage its user base and its generated data.

The Company believes that the acquisition of Recargo will allow it to expand its revenue base and will result in certain synergies within its operations.

Market Overview

The EV charging market is inextricably linked to the general market for EVs, which has experienced significant recent growth.

In 2021, new EV registrations were approximately 475,000, an increase of 93% over 2020, according to the International Energy Agency.

Market growth is driven by tailwinds such as increased EV model availability and

performance, lower upfront prices for EVs, lower total cost of ownership (“TCO”) as compared to internal combustion engine (“ICE”) vehicles, increased range and availability of chargers, and Federal, state and local incentives and regulations.

In response to the growing electrification trend, nearly all major automobile manufacturers have committed to the increased production of EV models, with approximately 40 EV models anticipated to be available in 2022 from nearly 20 manufacturers.

Additionally, major automobile manufacturers have set aggressive targets for EV sales, with General Motors (“GM”) announcing aims to phase out ICE vehicle sales by 2035, Ford planning on 40%-50% of its global vehicle volume to be all-electric by 2030, Mercedes-Benz committing to be all electric by 2030, and Volvo committing to be all electric by 2030.

According to forecasts from the United States Department of Transportation and Bloomberg New Energy Finance (“BNEF”), approximately 5.8 million EVs are expected to be on American roads by 2025, 25 million EVs by 2030 and 114 million by 2040, which would represent over 40% of all automobiles in the United States.

Automobile and battery manufacturers have substantially increased their efforts to offer EVs at a wide range of price points and to develop batteries with higher efficiencies and lower costs.

According to Reuters, $515 billion has been invested or committed to EV investment in the next five to ten years by global automobile OEMs.

Their investments will expand and put EVs and their associated technologies into mass production, which will underpin optimization of the global EV supply chain.

Efforts to date by OEMs have already lowered the upfront costs of EVs, and with further price reductions expected over the next several model years.

As measured in terms of TCO, certain classes of EVs are already at or below parity with their ICE counterparts.

As overall EV costs decline, more makes and models will reach TCO parity with their ICE equivalents, and the TCO advantage for other types of EVs will expand.

In addition to price and TCO declines, widespread adoption of EVs will require consumer confidence in vehicle range, charger availability and increased model choice.

Recent EV models, including the Chevrolet Bolt, Ford Mustang Mach-E, Nissan LEAF S Plus, Polestar 2, Hyundai Kona Electric, VW ID.4, Porsche Taycan 4S, Audi E-Tron, Volvo XC40, and Tesla Models 3/Y/S/X, have eclipsed the 200-mile range per battery, a significant improvement on earlier EV models.

Researchers and automotive engineers expect that EV ranges will continue to improve as battery technologies advance and costs decline.

Beyond increases in range, broadly expanded EV offerings in the sport utility vehicle (“SUV”), crossover utility vehicle, and pickup truck segments over the next three to five years will greatly expand the market appeal and reach of EVs and further accelerate adoption of EVs.

These advances are further bolstered by incentives and rebates offered by Federal, state, and local governments to encourage the use of EVs.

In November 2021, Congress passed and the President signed the Infrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law.

Among other provisions, this legislation included up to $7.5 billion in funding for electric vehicle charging infrastructure through the Department of Transportation.

Federal government offers a tax credit for qualified plug-in EVs;

the minimum credit is $2,500 and the maximum credit is $7,500, depending on vehicle weight and battery capacity.

As currently configured in law, these credits begin to phase out when a vehicle manufacturer reaches certain production levels, and such credit has already been completely phased out for EVs manufactured by GM and Tesla.

However, legislation under consideration in Congress, if enacted as currently proposed, would eliminate the manufacturer cap and expand the credit both for used and new electric vehicles.

States including California, Colorado, Delaware, Massachusetts, New Jersey, and New York also offer various rebates, grants and tax credits to incentivize both EV and electric vehicle supply equipment (“EVSE”) purchases.

EVs are also gaining momentum in the Midwest, and soon states like Illinois will also begin to offer vehicle and EVSE incentives.

Demand for EVs has also been encouraged by regulatory developments and changes in consumer habits.

Several states — including California, Oregon, New Jersey, New York, Maryland and Massachusetts — have adopted or proposed mandates for EVs with an aggregate goal of reaching more than eight million EVs on the road by 2030.

Additionally, California has enacted its Clean Miles Standard and Incentive Program (the “Clean Miles Standard”) aiming to reduce greenhouse gas emissions from transportation networking companies (“TNCs”), such as rideshare vehicles, through electrification and other means.

In 2021, California also approved the Advanced Clean Truck (“ACT”) rule, a regulation that requires an increasing percentage of medium- and heavy-duty trucks sold in the state to be zero emissions.

Washington, New York, New Jersey, and Oregon have also adopted the ACT rule.

These regulations, combined with a shift toward car-sharing and mobility as a service offering, will rapidly accelerate EV adoption by fleets in the coming years.

EV charging demand is a direct result of the number of EVs operating during a given period, miles traveled by such EVs, and vehicle efficiency of such EVs.

The market for fulfilling charging demand is bifurcated between high-powered DC fast and ultra-fast charging and lower powered Level 1 (defined below) and Level 2 (defined below) charging.

demand for different charging types is a function of the EV mix, owner demographics, locational factors, charger availability, pricing and EV use cases (e.g., private ownership, rideshare, delivery and municipally owned fleets, etc.).

Lower-powered Level 1 and Level 2 charging is primarily used by EV owners with access to home or workplace charging and currently accounts for the majority of personal EV charging.

Level 2 charging is also used by certain fleets that have the ability to charge overnight, have a low daily mileage requirement and return to a centralized location daily.

Current DCFC customers are primarily those drivers who need to charge away from home in central business districts, those drivers who do not have access to home or workplace charging, or high-mileage fleets that seek to minimize downtime and maximize miles traveled.

Broadening demographics of EV owners, larger battery sizes, larger EVs with higher kilowatt-hour (“kWh”) usage per mile, increased EV penetration in medium- and heavy-duty vehicle applications, and the proliferation of autonomous vehicle fleets will increase demand for DCFC faster than demand for overall EV charging.

According to forecasts from BNEF, fast charging is expected to constitute more than 22% of all public EV charging demand by 2030 as compared to less than 10% in 2021.

While EVs are more readily available and may benefit from first-mover, supply chain and infrastructure availability advantages relative to other non-ICE vehicles, several alternative vehicle types are also being developed which rely on hydrogen, biodiesel or hybrid powertrains for alternatives to fossil fuels.

Sales of such vehicles may reduce the number of drivers requiring EV charging infrastructure.

EV Chargers and Standards

Working with the charger manufacturing industry, EVgo has specified and deployed a next generation DC fast charging station architecture whereby modular power units are placed under software management and control, allowing power output to be shared dynamically between vehicles that are simultaneously connected to a charger.

EVgo has successfully deployed this architecture and demonstrated that this dynamic power sharing technology reduces upfront capital and ongoing operating costs, maximizing return on investment, while increasing operational flexibility and lowering operating risk.

This advanced architecture allows EVgo to meet increasing charging requirements of the future, including higher charging speeds, higher power provisioning, dynamic energy and demand management, access prioritization, queuing management and scheduling across different EV models, customer types and use cases.

This modular software-defined design maximizes charger throughput, asset utilization and ease of future power augmentation while eliminating single points of failure risks and improving charger reliability and availability.

It also maximizes the number of standardized equipment components, helping to accelerate the learning rate benefits and associated cost reductions of charging hardware over time, and improving the ability to offer higher value-added service offerings in the future.

As EVs proliferate in the transportation ecosystem, the industry is experiencing an ongoing shift toward the standardization of chargers and the introduction of new industry protocols for interoperability.

EV chargers do not come with a “one size fits all” dispenser.

EV chargers are typically categorized by their ability to deliver instantaneous amounts of power — as measured in kilowatts (“kW”) — and their charging standards.

Current designations based on power level include:

DCFCs operate between 200 and 1000V DC and supply at least 50kW.

EVgo was the first charging company to deploy 350kW chargers in the United States.

DCFCs are almost exclusively available in public locations or commercial applications and are capable of adding range of 100 miles in as little as 5 to 10 minutes, where the actual charge rate is capped by the charging capabilities of the particular EV’s charging profile (with lower capability and older EV models requiring 30 minutes or more for equivalent range) or the DCFC’s maximum charging profile.

As of December 31, 2021, EVgo’s network contained 1,670 DCFCs at over 850 locations — the largest public DC fast charging network by number of locations and the first EV charging network in the United States powered by 100% renewable electricity, through the use of RECs.

See “— Governmental Regulation — Renewable Energy Markets .”

● Level 2 AC Chargers .

Level 2 chargers operate at 208V or 240V alternating current (“AC”) and supply between 3.6-19.2 kW.

A Level 2 charger will not charge a battery as quickly as a DCFC, providing approximately 25

miles of range per hour of charging.

Level 2 chargers are often found in homes, workplaces and long dwell time public locations.

EVgo currently operates over 1,200 Level 2 AC chargers.

● Level 1 AC Chargers .

Level 1 chargers offer the least amount of power, as they operate at 120V AC, supplying between 1.2-1.8 kW.

This is consistent with the power level offered through a standard household outlet Such chargers can generally provide approximately 8-10 miles of range per hour.

EVgo’s network does not contain any Level 1 chargers.

In addition to supporting different charging capabilities, EVs in the United States use different charging standards and connector types.

These standards are neither interchangeable nor interoperable (without specialized adaptors) and each utilizes a unique connector.

Presently, all EV charging standards deliver energy through cables that connect the EV charging station directly to the vehicle using a port located on the exterior of the vehicle.

There are currently three standards in use in the United States — CCS, CHAdeMO and Tesla.

The CCS standard is utilized by EVs manufactured by U.S.

OEMs (excluding Tesla) and European OEMs.

OEMs that produce CCS-enabled vehicles include GM, Ford and BMW.

The CCS standard provides for both AC and DC charging.

The CHAdeMO standard has been utilized by EVs manufactured by Japanese OEMs.

OEMs producing CHAdeMO-enabled vehicles include Nissan, Honda and Toyota.

The CHAdeMO standard is being phased out in North America with Nissan and Toyota announcing that the next generation of their EVs in the United States will utilize the CCS standard.

The CHAdeMO standard provides for DC charging.

The Tesla standard is proprietary, utilized solely by vehicles manufactured by Tesla, Inc.

and supports AC and DC charging.

Tesla sells adaptors for AC and DC charging so that their customers can use non-Tesla charging stations.

Tesla’s DC adaptor utilizes the CHAdeMO protocol which limits charging speeds to 50KW only on third-party networks.

Tesla has announced support for CCS charging on their proprietary network and has made this commercially available in select locations within Europe, where Tesla already adopted the CCS connector type several years ago as their standard DC fast charging connector.

In North America where Tesla still uses their proprietary connector type this change may take longer to implement as it requires physical modification of all super charging stations.

Notwithstanding the variety of standards, EVgo’s chargers support all of the above fast charging options.

EVgo’s charging stations typically contain both CCS and CHAdeMO cables.

Additionally, certain EVgo charging sites offer integrated Tesla charging allowing Tesla drivers to charge without needing a separate adaptor.

EVgo plans to expand the number of stations utilizing Tesla Connectors through both retrofits and new development in the near future.

Continuing to develop access to seamless, integrated charging for all EV drivers is a core commitment of EVgo.

Products and Services

Retail Charging

The Company sells electricity directly to drivers who access EVgo’s publicly available networked chargers.

Various pricing plans exist for customers, and drivers have the choice to charge as members (with monthly fees and reduced per minute or kWh pricing), through a subscription service, or as non-members.

Drivers locate the chargers through EVgo’s mobile application, their vehicle’s in-dash navigation system, or third-party databases that license charger-location information from EVgo.

EVgo’s chargers are installed in parking spaces owned or leased by commercial or public-entity property owners, landlords and/or tenants (collectively, the “Site Hosts”) that desire to provide charging services at their respective locations.

Commercial Site Hosts include retail and grocery stores, offices, medical complexes, airports and convenience stores.

EVgo’s offerings are well aligned with the goals of Site Hosts, as many commercial businesses increasingly view charging capabilities as essential to attract tenants, employees, customers and visitors, and achieve sustainability goals.

Site Hosts are generally able to obtain these benefits at no cost when partnering with EVgo through the Company’s owner and/or operator model, in which EVgo is responsible for the installation and operation of chargers located on Site Hosts’ properties.

In many cases, Site Hosts will earn revenue from license payments in the form of parking

space rental fees that EVgo pays in exchange for use of the site.

EVgo also offers a white label solution – EVgo eXtend TM – that enables Site Hosts to invest in EV charging stations for their customers that are operated and maintained by EVgo.

OEM Charging and Related Services

EVgo is a pioneer in OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers.

EVgo contracts directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access EVgo’s public charger network.

Other related services EVgo currently provides to OEMs include co-marketing, data services and digital application services.

EVgo’s OEM relationships are a core customer-acquisition channel.

Commercial Charging

Fleet and Rideshare Public Charging

High volume fleet customers, such as TNCs or delivery services, can access charging infrastructure through EVgo’s vast public network.

Pricing for charging services is most often negotiated directly with the fleet owner based on the business needs and usage patterns of the fleet.

In these arrangements EVgo contracts with, and bills, either the fleet owner directly or an individual fleet driver utilizing EVgo’s chargers.

Access to the EVgo public network allows fleet and rideshare operators to support mass adoption of transportation electrification and achieve sustainability goals without needing to directly invest capital in charging infrastructure or incur operating costs associated with charging equipment.

ChaaS and Fleet Dedicated Charging

In addition to offering access to its public network, EVgo offers dedicated charging solutions to fleets.

Given the diverse nature of the fleet segment, with a wide range of vehicle types, duty cycles, geographic footprints, fleet sizes, and capitalization of the fleet operators, EVgo’s ChaaS and dedicated charging solutions are tailored to meet each fleet’s needs without requiring a fleet to directly incur capital expenditures or operating and management costs related to charging EVs.

EVgo most typically builds, owns, and operates charging infrastructure for the exclusive use of a specific fleet customer and is currently offering flexible ownership models, including charging as a service (“ChaaS”).

EVgo’s dedicated and ChaaS offerings provide a value proposition for fleets who lack the expertise and the capital to procure, install and manage charging infrastructure.

EVgo offers a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services.

Together, EVgo’s dedicated charging solutions and public fleet charging services provide fleets with charging infrastructure options that are robust and flexible as the transition to electrified transportation accelerates.

Ancillary Service Offerings

In addition to charging services, EVgo offers a variety of software-driven digital, development, and operations services to customers.

These offerings currently include customization of digital applications, charging data integration, loyalty programs, access to chargers behind parking lot, or garage, pay gates and pilots microtargeted advertising, and charging reservations.

Through eXtend TM , EVgo also offers maintenance services and development and project management services, including EVSE installation, networking and operations.

EVgo continues to evaluate and engage in opportunities to use its foundational expertise in charging infrastructure to provide value-added services to the rapidly growing EV ecosystem while delivering shareholder returns.

Market Opportunity & Strategy

The United States EV market has experienced significant recent growth as the market share of EVs more than doubled in 2021.

As adoption accelerates and the market continues to scale, the availability of appropriate charging infrastructure will be critical to enabling consumer and commercial adoption of EVs.

Larger (and thus heavier) EV models, such as SUVs and trucks, being made widely available in the coming years, coupled with an increased number of EV fleets, will require a greater number of easily accessible charging outlets.

Further, DC charging is expected to grow faster than the overall charging market as EV range increases, battery density grows, and as driver demographics and EV use cases expand.

Access to convenient and affordable charging is key to accelerating EV adoption, and EVgo’s mix of public and

dedicated high-powered DCFC and low-powered Level 2 offerings positions the Company to take advantage of broadening electrification trends.

EVgo is differentiated as an operator of charging infrastructure focused on high traffic, high density urban, suburban and exurban areas.

The Company has an extensive track record in optimized site selection, site development, planning, engineering, construction and operation.

In addition, EVgo’s robust underwriting standards and strong balance sheet underpin disciplined capital allocation.

Experience as an asset owner and operator also provides the essential ingredients for being a partner of first resort in provision of white label services, creating increased optionality to provide charging services to emerging segments.

The EVgo team has developed expertise and business processes for developing and operating a comprehensive, highly reliable charging network and in selecting and developing quality sites for chargers;

managing multi-pronged build projects through engineering, permitting, construction, and commissioning;

and operating and maintaining a distributed network of DCFCs across the country.

The core elements of this ongoing strategy include:

● Identifying Optimal Charging Sites .

EVgo utilizes proprietary business intelligence tools to leverage complex financial analytics and proprietary data sets to identify the optimal locations to install charging stations.

These tools allow for effective network planning by optimizing site selection, charger configurations, regulatory incentive capture and network design, while taking into account current and projected EV penetration trends and owner demographics, local availability of charging infrastructure, traffic patterns, fleet partner electrification, input from OEMs, government policies and specific site level economic factors.

● Charging Sites Development, Engineering and Construction.

EVgo is able to develop charging sites from initial selection through to energization which includes Site Host partner onboarding, permitting, hardware equipment specification, testing and validation, station configuration design, incentive grant capture and management, construction management and oversight, utility management and commissioning.

● Charging Sites Operation.

EVgo has developed experience and expertise as well as a track record in the industry through the longtime ownership and operation of a network of charging sites.

EVgo remotely monitors sites 24/7, manages preventative and corrective maintenance, and operates a 24/7 call center for customers.

Leveraging years of operational data, EVgo anticipates the needs of transportation electrification to improve operational effectiveness.

● Technology-Enabled Products and Services .

EVgo invests meaningfully to enhance products and services to maintain a leadership position as a developer, owner and operator of networked charging infrastructure.

Continued research and development activities focused on hardware design, station architecture and EVgo’s technology stack and software applications widen EVgo’s competitive moat and offer the potential for high margin accretive revenue streams.

Whether it’s an innovative mobile app for EV drivers, a customized portal that provides OEM partners with EVgo network visibility, or development of sophisticated diagnostics delivered to vendors in real time so that equipment functionality can be enhanced, these tech-enabled services allow further strengthening of EVgo’s customer relationships.

● New Business Lines.

EVgo intends to continue investing in new and emerging revenue lines that build on the Company’s foundation of being the owner and operator of the United States’ largest public DC fast charging network by number of locations and strengthen its platform and existing offerings, particularly in areas that offer significant potential for sustainable revenue and strong margins.

Fleet contracts, partnerships on highway corridors, and growth in advertising represent three significant opportunities.

● Disciplined Capital Allocation .

EVgo’s capital investments undergo rigorous financial analysis and consideration by the Company’s internal investment committee.

Investments are analyzed using several parameters and require each station portfolio to meet or exceed pre-defined internal rate of return and multiple on invested capital criteria in expected and downside cases before approval.

Robust underwriting standards reviewed by management and the Board of Directors quarterly underpin such disciplined capital allocation.

● Maximizing Value for Different Stakeholders .

EVgo is committed to providing a best-in-class customer experience for all EV drivers, Site Hosts, and utility, OEM and government partners.

Each of EVgo’s products is crafted with this in mind.

As EVgo’s geographic footprint and customer reach expand, the services that come with charging at EVgo will also expand.

● Public Policy Engagement .

EVgo is continuously engaged with Federal, state and local regulators, utilities, legislatures and other stakeholders to unlock new markets, shape funding opportunities, reduce electricity rates, implement streamlined EV charging tariffs and interconnection processes, and promote competitive ownership of EVSE.

As EVs become readily available nationwide and as Federal infrastructure funding rolls out, EVgo will expand its engagement with state and local officials, increase its public policy outreach and continue its advocacy for policies that advance electric mobility.

● Pursuing Strategic Acquisitions .

EVgo will continue to explore and pursue opportunities to expand its platform and reach, while maximizing shareholder value.

The charging infrastructure sector is evolving as the EV market grows and expands to serve new drivers – and it is likely to become increasingly competitive.

Key parts of the charging value chain include charging equipment manufacture and sales, charging network operation and ownership, and charging software development.

The EV charging companies currently operating in the U.S.

– like Blink, ChargePoint, Electrify America, Shell Recharge Solutions (formerly Greenlots), Volta, Tritium, IoTecha, Rhombus, and a few electric utilities – are involved with various parts of this value chain.

But given the relatively early stage of electrification as a sector, the business models being pursued by each company are evolving.

In general, charging sector incumbents may expand their product offerings and sales strategies, and new competitors may enter the market.

As the charging sector continues to evolve, there are a number of players that are or could emerge as EVgo’s competition.

As a leading builder, owner and operator of a public fast charging network, EVgo’s competitors include Electrify America, Blink, Volta, and ChargePoint, as well as the limited number of utilities granted permission by their regulators to own charging assets.

As a provider of integrated fleet solutions, EVgo’s competitors include Shell Recharge Solutions, InCharge and ChargePoint, but utilities could emerge as a competitive force in the future, as well as other pure play charging companies aiming to capitalize on the fleet electrification trend.

The principal competitive factors in the industry include charger count, locations and accessibility;

DCFC network availability and reliability, scale and local density;

charger connectivity to EVs and ability to charge all standards;

speed of charging relative to expected vehicle dwell times at the location;

software-enabled services and overall customer experience;

operator brand, track record and reputation;

access to equipment vendors and service providers;

and access to public policy support and pricing.

Barriers to entry in the EV charging market may erode as a result of government intervention and various support programs, leading to more competitors with a variety of profitability objectives.

EVgo has a competitive advantage in delivering charging services driven by network scale, network design, experience developing and operating DCFC infrastructure, OEM partnerships, fleet and rideshare partnerships, brand equity, longstanding reputation in the industry, differentiated station design and software enabled service offerings, and network effects driven by higher utilization on the EVgo network as compared to competitors.

It should be noted that competition arising from use of other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel economy gasoline and diesel-powered vehicles could inhibit growth in the EV sector.

Suppliers and Service Providers

Charging Equipment and Related Services

EVgo relies on third-party vendors for design, testing and manufacturing of charging equipment.

At this stage of the industry, equipment is unique to each supplier with respect to components and aftermarket maintenance and warranty services.

As such, equipment and services are currently singularly sourced from each supplier.

For the year ended December 31, 2021, Delta and Marubeni provided 37.3% of EVgo’s total charging equipment and services.

For the year ended December 31, 2020, ABB, BTC Power, Marubeni and Nationwide provided 84.0% of EVgo’s total charging equipment and services.

EVgo has invested in and maintains long-term relationships with suppliers and service providers.

EVgo designs stations and specifies EV chargers in-house and outsources production to an assortment of manufacturers.

Based on a rigorous qualification and testing process, the Company has established commercial relationships with multiple EV charger manufacturers including Signet, Delta, BTC, ABB, IoTecha and LiteOn.

EVgo typically appoints and manages specialized electrical contractors to perform station construction and perform maintenance activities.

Additionally, EVgo’s charging management software platform was developed and is operated by Driivz.

For approximately 55% of EVgo’s charging sites, electricity is purchased for charging stations directly from local utilities as a commercial and industrial customer, with these sites representing approximately 63% of total GWh throughput.

Each site qualifies for a certain utility tariff based primarily on maximum instantaneous electric usage measured over a historic period.

A typical electricity tariff for a site consists of (i) a fixed charge, generally based on the number of meters on site, (ii) an energy charge based on kWh used, which may vary depending on time of use (including seasons and peak hours), (iii) a demand charge, or cost charged per kW during applicable calculation period, which is often monthly, but which may also vary depending on time of use, and (iv) any applicable state and utility taxes.

The remainder of EVgo’s charging sites obtain electricity through the Site Host.

EVgo reimburses the Site Host for the cost of the electricity at a negotiated rate, subject to the terms of each Site Host agreement.

The negotiated rate varies based on the Site Host’s electricity tariff, the size of the charging site and other financial incentives provided to the Site Host.

Customers, Partnerships and Strategic Relationships

EVgo has established partnerships and strategic relationships with key OEMs, Site Hosts and fleet operators, including GM and Nissan which are discussed further below.

These relationships allow EVgo to access new customers and build brand awareness through co-marketing.

EVgo may also benefit from promotional programs sponsored by OEMs.

In some cases, OEM partners have agreed to provide one-time or ongoing payments related to the build out of EVgo’s charger network.

For example, GM has agreed to provide quarterly payments to EVgo as additional fast chargers are added to the network pursuant to a contractual arrangement between GM and EVgo.

In all cases, EVgo retains 100% ownership of the chargers built under these OEM programs.

EVgo has established, invested in and maintained long-term relationships with Site Hosts with national and regional multi-site portfolios of commercial and retail properties.

EVgo’s Site Hosts span a wide array of industries and locations, including airports, automobile dealers, healthcare/medical facilities, hotels, mixed-use facilities, municipal locations, parks and recreation areas, parking lots, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs and workplace locations.

EVgo executes numerous master agreements with Site Hosts that enable the conversion of prospect sites into develop-able locations by standardizing terms and conditions for site control.

EVgo’s ownership model is attractive to Site Host partners as it allows them to offer an EV charging amenity to their customers without needing to incur upfront capital expenditures or ongoing operating costs while generating rent revenue from EVgo.

The benefits offered to Site Hosts through EVgo’s business model continue to provide EVgo access to the highest quality property owners, grocery store chains, parking garages, airports and convenience stores.

The Company had accounts receivable with two customers that comprised 32.4% and 66.0% of the Company’s total accounts receivable as of December 31, 2021 and 2020, respectively.

For the years ended December 31, 2021 and 2020, one customer represented 10.5% and two customers represented 23.8% of total revenue.

As EVgo and the EV industry

continue to grow, EVgo expects revenues will be generated from a larger and an increasingly diverse group of customers and commercial partners.

In the ordinary course of business, EVgo engages in active discussions and renegotiations with EVgo’s commercial partners in respect to the solutions it provides and the terms of its agreements, including fees.

Most of EVgo’s contracts with EVgo’s commercial partners have multi-year terms, and some have rights to terminate prior to the end of the term.

The loss of any of EVgo’s largest commercial partners or the renegotiation of any of EVgo’s largest contracts with its commercial partners could adversely affect EVgo’s results of operations.

General Motors

On July 20, 2020, EVgo entered into a five-year contract with GM (the “GM Agreement”) to build 2,750 fast chargers that EVgo will own and operate as part of the Company’s public network.

On November 2, 2021, EVgo entered into an amendment agreement with GM in order to adjust stall installation targets and expand the overall number of chargers to be installed to 3,250 fast chargers.

EVgo believes this agreement will serve to accelerate the Company’s development plans and enhance customer acquisition and brand equity among retail drivers.

Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed, and GM is required to make certain payments based on chargers installed.

Under the GM Agreement, EVgo is required to install a total of 3,250 chargers by December 31, 2025, 72% of which are required to be installed by December 31, 2023.

Meeting these milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commission or aspects of installation of the chargers the Company is obligated to develop.

EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 93%.

In addition to the capital build program, EVgo committed to providing a certain number of new GM EV cars with an EVgo charging credit and limited time access to other EVgo services at a discounted rate.

The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger-installation milestones or maintain the specified level of network availability.

If GM opts to terminate the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM.

In the event EVgo fails to meet a charger-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter.

If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $15.0 million.

As of March 15, 2022, there were approximately 2,500 stalls that had been approved by GM, of which approximately 2,000 stalls were already in the active engineering and construction development pipeline.

As of March 15, 2022, EVgo had 85 stalls left to install in order to meet its charger-installation milestone for the quarter ending March 31, 2022.

EVgo may not meet the charger-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection resulting from COVID-19 and supply chain disruptions in business operations across the utility, engineering and permitting chain, as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals between utilities and landowners of sites where charger stations will be located.

EVgo has executed two program services agreements with Nissan.

These agreements provide for a capital build program, joint marketing activities and charging credit programs for purchasers or lessees of Nissan EVs.

Under the joint-marketing activities provisions of the first agreement (the “Nissan Agreement”), EVgo was to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan.

Credits for charging were allocated annually to purchasers or lessees of Nissan EVs and allowed each participant to charge their vehicle for 12 to 24 months at no charge to the participant, up to the amount of the charging credit allocated to such participant.

In the event a participant did not use the entire amount of its charging credit within 12 or 24 months, a portion of the remaining dollar value of such credit rolled over to subsequent periods and a portion was retained by the Company.

Under the terms of the Nissan Agreement, purchasers or lessees of Nissan LEAF electric vehicles in certain markets could receive charging services at the Company’s station or a participating third-party charging station.

Pursuant to the Nissan Agreement, EVgo was required to support, maintain and make available at least 850 chargers through July 7, 2021.

The Company fulfilled all build, support and maintenance obligations under the Nissan Agreement.

On June 13, 2019, EVgo entered into a second agreement with Nissan (the “Nissan 2.0 Agreement”).

The Nissan 2.0 Agreement includes a capital-build program requiring the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”).

Under the terms of the Nissan 2.0 Agreement, the Build Schedule is negotiated at the beginning of each year.

All chargers for each program year must be installed by August 31.

In 2021, EVgo worked with Nissan to revise the annual Build Schedule to extend the milestone dates.

Furthermore, Nissan waived penalties for installation delays in program year one.

EVgo’s ability to meet Build Schedule obligations may be impacted by delays in permitting, slower than expected third-party approvals of certain site acquisitions, delays in utility interconnection resulting from industry adaptation to the requirements of high-powered charger installation, as well as supply chain issues.

Going forward, EVgo is uncertain if these, or other potential issues in the procurement, installation, or energization of DCFC, will be resolved in a timely fashion.

At this time, EVgo’s ability to meet future Build Schedule obligations may continue to be impacted by circumstances similar to those experienced during the first half of 2021, or other potential issues including, but not limited to, equipment design and procurement, timing of third-party funding agreements, and the siting, permitting, construction, energizing of DCFC or delays in releasing public grant funding.

Nissan has the right to terminate the Nissan 2.0 Agreement, without penalty or obligation of any kind, upon 30 days’ written notice if it is unable to secure funding to make payments required under the Nissan 2.0 Agreement.

Nissan receives budget approvals annually from Nissan Motor Company Limited.

As of December 31, 2021, Nissan has fulfilled its annual payment obligations under the Nissan 2.0 Agreement.

If Nissan terminates the Nissan 2.0 Agreement due to a lack of funding, EVgo will still be required to perform the following:

(i) meet charger installation milestones through the date of termination;

(ii) provide an aggregate of $1.6 million in joint marketing activities and (iii) provide $4.8 million worth of charging credits that shall continue to be administered.

Pursuant to the Nissan 2.0 Agreement, as modified by the aforementioned extension and other amendments, EVgo is required to install an aggregate of 210 chargers by February 29, 2024 at a number of sites to be mutually agreed upon during each Build Schedule.

Pursuant to the current Build Schedule, EVgo is required to install 58 chargers by August 31, 2022.

If the Company fails to meet future Build Schedule obligations, Nissan may invoke a penalty of up to $35,000 per delayed site beyond a designated cure period, up to 61 sites, which would result in adjustment to the consideration received for EVgo’s performance obligations under the Nissan 2.0 Agreement.

Intellectual Property

EVgo protects intellectual property and proprietary rights through patent, trademark, copyrights, trade secret and unfair competition laws, augmented by confidentiality protocols.

EVgo undertakes actions as necessary to ensure that its proprietary rights are protected, while at the same time respecting the intellectual property rights of other persons.

As of December 31, 2021, EVgo held 16 patents and had 14 additional patent applications both in the United States and abroad.

EVgo continues to regularly assess opportunities for seeking patent protection for those aspects of EVgo’s technology, designs and methodologies that provide a meaningful competitive advantage to the Company.

Governmental Regulation

State, regional and local regulations for installing EV charging stations vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications.

On December 16, 2019, California adopted amendments to the state’s EVSE specifications that prohibit, or will prohibit, public-charging operators from billing customers by the minute within the state.

The prohibition on per-minute billing currently applies to all new Level 2 chargers installed or replaced on or after January 1, 2021 and will apply to new

DCFCs installed or replaced on or after January 1, 2023.

Chargers installed before 2021 can continue time-based billing until 2031 (for Level 2 chargers) or 2033 (for DCFCs).

In 2021, EVgo transitioned to kWh-based pricing at its California DCFCs.

California, Colorado, Florida, Hawaii, Illinois, Maryland, Massachusetts, Minnesota, New York, Oregon, Pennsylvania, Utah, Virginia, Washington and the District of Columbia have determined that companies that sell EV charging services to the public will not be regulated as utilities.

While these individual state determinations are not binding on any other regulator or jurisdiction, they demonstrate a trend in the way states view the nascent EV charging industry.

Other jurisdictions are in the process of adopting such reforms.

The determination not to regulate the Company as a utility generally provides the Company with greater flexibility to set rates and frees the Company from being subject to more burdensome regulatory requirements.

Grants and Incentives

EVgo continuously pursues public grants, subsidies and incentives to reduce capital expenditures.

EVgo has dedicated, and plans to continue to dedicate, a variety of internal and external resources to monitor, submit for, and utilize available grant, subsidy and incentive funding for the development of DCFCs on a state, local and national level.

EVgo generally informs network expansion and local build plans based on expected timing for and availability of funding of this type.

EVgo has received grants from the California Energy Commission, Bay Area Air Quality Management District, Florida Department of Environmental Protection, Pennsylvania Department of Environmental Protection, Colorado Energy Office, Maryland Energy Administration, North Carolina Department of Environmental Quality and the Virginia Department of Environmental Quality.

As an example of these grants, on August 9, 2018, the Virginia Department of Environmental Quality selected EVgo as the recipient of an approximately $14.0 million award to develop a statewide public charging network.

Under the terms of the award, the Virginia network will be developed over three one-year investment cycles, with options to extend.

As of December 31, 2021, EVgo had approximately 70 DC fast chargers left to be installed under the Virginia Department of Environmental Quality award.

EVgo exercised the option to extend the investment cycle by two years.

EVgo intends to continue to vigorously seek additional grants, rebates, subsidies and incentives as an effective avenue to reduce its capital investment in the promotion, purchase and installation of charging stations where applicable.

Government Regulations to Enhance EV Adoption

The regulations mandated by the National Highway Transit Safety Administration (“NHTSA’s”) Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as weighted by sales, that a manufacturer’s fleet must achieve.

These standards have been established through Model Year 2026 for light-duty vehicles;

however, in September 2021, the Biden Administration proposed to significantly increase these standards for model years 2024-2026, and EVgo expects the administration to set standards for future model years as well.

Although EVgo is not a car manufacturer, and thus not directly subject to the CAFE standards, such standards may still indirectly affect EVgo’s business.

The adoption of more stringent Federal standards may create further incentives for vehicle manufacturers to increase their EV offerings, which would likely result in increased demand for charging services.

Additionally, several states, such as California, Massachusetts, and New York, have adopted or are considering adopting bans on the sale of internal combustion engine vehicles by 2035.

Waste Handling and Disposal

EVgo is subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries.

These laws generally regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed.

For instance, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment.

These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site.

Under CERCLA, these persons may be subject to joint and

several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies.

CERCLA also authorizes the Environmental Protection Agency (the “EPA”) and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur.

The Company may also generate or dispose of solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes.

While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes.

Certain components of EVgo’s charging stations may be excluded from RCRA’s hazardous waste regulations, provided certain requirements are met.

However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, the Company may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements.

Any such changes in the laws and regulations, or in EVgo’s ability to qualify the materials the Company uses for exclusions under such laws and regulations, could adversely affect EVgo’s operating expenses.

Renewable Energy Markets

As part of EVgo’s business strategy, the Company markets the electricity provided from EVgo’s charging stations as 100% renewable.

Any claims EVgo makes to consumers about EVgo’s use of renewable energy are subject to regulation by the Federal Trade Commission (“FTC”).

The FTC Green Guides require all non-renewable energy use to be matched with RECs in order to make renewable energy claims and may also require certain statements regarding the sources of renewable energy and related RECs.

Failure to comply with such regulations can result in substantial monetary penalties or otherwise impact EVgo’s results of operations.

Therefore, the Company purchases certified RECs in order to qualify the electricity the Company distributes through charging stations as renewable energy and will continue to purchase certified RECs in the future to substantiate claims that EVgo’s charging stations are powered by 100% renewable energy.

Additionally, as part of EVgo’s business model, the Company projects the number of RECs needed and purchases such RECs to meet this projection.

Failure to accurately project EVgo’s REC needs may result in the purchasing of RECs on the spot market in order to maintain compliance with applicable regulations.

If material, this may adversely affect EVgo’s business and financial condition.

The Company derives a portion of EVgo’s revenue from selling regulatory credits earned for participating in Low Carbon Fuel Standard (“LCFS”) programs in markets where such programs are active — currently in California and Oregon.

EVgo earns credits for the sale of energy and, in certain cases, the installation of DCFC infrastructure under California’s Fast Charging Infrastructure (“FCI”) program.

EVgo sells credits earned through these programs to entities obligated to purchase the credits for compliance or through exchanges.

EVgo actively seeks to maximize the number of credits generated per kWh of energy sold by sourcing renewable electricity.

EVgo’s management is actively monitoring proposed LCFS programs in other states, such as Massachusetts, New York, Colorado, Washington and New Mexico as potential future revenue streams.

The availability of such credits depends on continued governmental support for these programs and regulatory frameworks that make it possible for EVgo to participate in these credit markets.

The Company views ESG as integral to EVgo’s business strategy.

EVgo strives to protect the environment and help tackle climate change, accelerating the transition to clean energy.

EVgo is also committed to the promotion of sustainable communities and the promotion of equal access.

Excellence in ESG provides a benefit to EVgo’s stakeholders and the communities in which EVgo operates.

As of March 15, 2022, EVgo had 225 employees, including 219 regular full-time employees.

None of EVgo’s employees are represented by a labor union or covered by a collective bargaining agreement.

The Company has never experienced a work stoppage and believes in maintaining positive relationships with EVgo’s employees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business