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Item 1A. Risk Factors

2022-03-24 compared with 2021-03-29 · 799 added, 1214 removed, 2 unchanged (100% of the section changed)

An investment in our securities involves a high degree of risk.

Investors should consider carefully all of the risks described below, together with the other information contained in

this Annual Report on Form 10-K, including our financial statements and related notes.

If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading

price of our securities could decline, and an investor could lose all or part of its investment.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Additional risk factors relating to the proposed business combination will be included in the definitive proxy statement relating to the proposed business combination to be filed with the SEC by CRIS.

The proposed business combination is subject to the satisfaction of certain conditions, which may not be satisfied on a timely basis, if at all.

The consummation of the proposed business combination is subject to customary closing conditions for transactions involving special purpose acquisition companies some of which are out of our control,

including, among others:

approval by CRIS’s stockholders of (i) the proposed business combination and the Business Combination Agreement;

(ii) the second amended and restated certificate of incorporation of CRIS;

and (iii) the issuance by CRIS of more than 20% of

its outstanding common stock in connection with the proposed business combination;

no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the business combination

illegal or otherwise prohibiting consummation of the business combination;

all filings, notifications, or other submissions required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been made and any applicable waiting period (and any extension thereof)

applicable to the consummation of the business combination under the HSR Act shall have expired or been terminated;

the shares of Class A common stock to be issued in connection with the proposed business combination (including all shares of Class A common stock issuable upon the conversion of the shares of Class B common stock and OpCo Units issued in

the business combination, as set forth in the OpCo A&R LLC Agreement and the proposed second amended and restated certificate of incorporation of CRIS) shall be listed on the NYSE or Nasdaq Stock Market, as mutually agreed by the parties,

on the Closing Date;

CRIS shall have at least $5,000,001 of net tangible assets after giving effect to the PIPE and following the exercise of redemption rights by CRIS’s public stockholders in accordance with CRIS’s charter and bylaws;

the amount of funds held in the Trust Account (net of any cash proceeds required to satisfy an exercise of redemption rights by CRIS’s public stockholders in accordance with CRIS’s existing amended and restated certificate of incorporation

and the payment of any deferred underwriting fees held in the Trust Account in connection with the IPO payable to the underwriters upon consummation of a business combination) shall not be less than $115.0 million.

We are a recently formed company with limited operating history and limited revenues, and a public stockholder has no basis on which to evaluate our ability to achieve our

business objective.

We are a recently formed company with a limited history of operating results.

Because we have a limited operating history, public stockholders have a limited basis upon which to evaluate our ability

to achieve our business objective of completing our initial business combination with one or more target businesses.

We have a proposed business combination but may be unable to consummate the transaction.

If we fail to complete our initial business

combination, we will never generate any operating revenues.

If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how

our public stockholders vote.

Pursuant to the letter agreement, our initial stockholders have agreed to vote their founder shares, as well as any public shares purchased during or after the IPO (including in open market and

privately negotiated transactions), in favor of our initial business combination.

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%.

Our initial stockholders owned shares representing 20% of our outstanding shares of common stock immediately following the

completion of the IPO.

Accordingly, when we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business combination will increase the likelihood that we will

receive the requisite stockholder approval for such initial business combination.

A public stockholder’s only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of its right to redeem its

shares from us for cash, unless we seek stockholder approval of the initial business combination.

At the time of an investment in us, public stockholders will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

Since our board of

directors may complete an initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder vote.

Accordingly, if we do not seek stockholder approval, a public stockholder’s only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising

its redemption rights within the period of time set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it

difficult for us to enter into an initial business combination with a target.

We may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the initial business combination.

Furthermore, 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.

Consequently, if accepting all properly submitted redemption requests 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 or such greater amount necessary to satisfy a closing condition as described above, we would not

proceed with such redemption and the related business combination and may instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business

combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the

transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires

us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing.

In addition, if a larger number of shares are submitted for redemption

than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing.

Raising additional third-party financing may involve dilutive equity issuances

or the incurrence of indebtedness at higher than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B common stock result in the issuance of Class A shares on a greater than

one-to-one basis upon conversion of the Class B common stock at the time of our business combination.

The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital

The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination.

The per-share amount we will distribute to

stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the

deferred underwriting commissions.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business

combination would be unsuccessful and that a public stockholder would have to wait for liquidation in order to redeem its stock.

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the

probability that our initial business combination would be unsuccessful is increased.

If our initial business combination is unsuccessful, a public stockholder would not receive its pro rata portion of the Trust Account until we liquidate the Trust

If a public stockholder is in need of immediate liquidity, such public stockholder could attempt to sell its stock in the open market;

however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust

In either situation, a public stockholder may suffer a material loss on its investment or lose the benefit of funds expected in connection with our redemption until we liquidate or such public stockholder is able to sell its stock in the

The requirement that we complete our initial business combination within the prescribed timeframe may give potential target businesses leverage over us in negotiating an initial

business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that

would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination within 24 months

from the closing of the IPO or seek a stockholder approved extension of such period.

Consequently, such target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial

business combination with that particular target business, we may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we may have

limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

In connection with the proposed business combination, it is not uncommon for lawsuits to be filed against companies involved and/or their respective directors and officers alleging, among other

things, that the proxy statement/prospectus contains false and misleading statements and/or omits material information concerning the business combination.

Although lawsuits have been filed in connection with the proposed business combination and/or

the transactions contemplated by the Business Combination Agreement, it is possible that more actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses.

Defending such lawsuits could require us to incur significant costs and draw the attention of our management team away from the proposed business combination.

Further, the defense or settlement of any lawsuit or claim that remains unresolved at the

time the proposed business combination is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows.

Such legal proceedings could delay or prevent the proposed business combination

from becoming effective within the agreed upon timeframe.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the ongoing

COVID-19 pandemic and the status of debt and equity markets.

Since December 2019, a novel strain of coronavirus that causes COVID-19 has spread throughout the world, including the United States.

On January 30, 2020, the World Health Organization declared the

outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S.

Health and Human Services Secretary, Alex M.

Azar II, declared a public health emergency for the United States to aid the U.S.

healthcare community

in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.” The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that

has and will continue to adversely affect economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination may also be materially and adversely affected.

Furthermore, we may

be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to

negotiate and consummate a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn.

The effects of the COVID-19 pandemic on businesses, and the inability to accurately predict the future impact of the pandemic on

businesses, has also made determinations and negotiations of valuation more difficult, which could make it more difficult to consummate a business combination transaction.

The extent to which COVID-19 ultimately impacts our identification and consummation of a business combination will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity and spread of COVID-19 and actions to contain the virus or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for an

extended period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to coordinate as a team or to consummate a business combination may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other

We may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up

and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our amended and restated certificate of incorporation provides that we must complete our initial business combination within 24 months from the closing of the IPO.

We may not be able to find a

suitable target business and complete our initial business combination within such time period.

If we have not completed our initial business combination within such time period 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.

In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their

See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

If we seek stockholder approval of our initial business combination, the Sponsor, our directors, officers, advisors and their affiliates may elect to purchase public shares or

public warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A common stock.

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, our directors, officers, advisors or their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our

initial business combination, although they are under no obligation to do so.

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.

None of the funds in the Trust Account will be used to purchase public shares or public warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to

exercise its redemption rights.

In the event that the Sponsor, our directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their

redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of such purchases 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.

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.

In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it

difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for

tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination.

Despite our compliance with these rules, if

a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender offer documents, as applicable, that we will

furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares, which may include the requirement that a

beneficial holder must identify itself.

For example, 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 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.

In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

Public stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

To liquidate an investment, therefore, a

public stockholder may be forced to sell its public shares or warrants, potentially at a loss.

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

(i) our completion of an initial business combination, and then only in connection

with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) 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 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 our public shares if we do not

complete an initial business combination within 24 months from the closing of the IPO or during any Extension Period, subject to applicable law and as further described herein.

In no other circumstances will a public stockholder have any right or

interest of any kind in the Trust Account.

Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.

Accordingly, to liquidate its investment, an investor may be forced to sell its public

shares or warrants, potentially at a loss.

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading

restrictions.

Our units, common stock and warrants are listed on the NYSE.

There can be no assurance that our securities will continue to be listed on the NYSE or other national securities exchange in the future

or prior to our initial business combination.

In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain a

minimum amount in stockholders’ equity and a minimum number of holders of our securities.

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s or another national securities

exchange’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE or other national securities exchange.

There can be no

assurance that we will be able to meet those initial listing requirements at that time.

If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our

securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary

trading market for our securities;

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered

securities.” Because our units, common stock and warrants are listed on the NYSE, our units, Class A common stock and warrants are covered securities.

Although the states are preempted from regulating the sale of our securities, the federal statute

does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a

state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or

threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on the NYSE or other national securities exchange, our securities would not be covered securities and we

would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.

Public stockholders are not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the IPO and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been

identified, we may be deemed to be a “blank check” company under the United States securities laws.

However, because we will have net tangible assets in excess of $5.0 million upon the successful completion of the IPO and the sale of the private

placement warrants and we have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will are afforded the benefits or protections of those rules.

Among other things, this means our units are tradable and we have a longer period of time to complete our initial business combination than do companies subject to

Moreover, if the IPO were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our

completion of an initial business combination.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if a public stockholder or a “group”

of public stockholders are deemed to hold in excess of 15% of our Class A common stock, a public stockholder will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

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 will provide that a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public 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 without our prior consent, which we refer to as the “Excess Shares.” 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.

A public stockholder’s inability to redeem the Excess Shares will reduce its influence over our

ability to complete our initial business combination and such public stockholder could suffer a material loss on its investment in us if such public stockholder sells Excess Shares in open market transactions.

Additionally, a public stockholder will

not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

And as a result, such public stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of

such shares, would be required to sell its stock in open market transactions, potentially at a loss.

Because of our special purpose acquisition company structure and limited resources and the significant competition for business combination opportunities, it may be more difficult

for us to complete our initial business combination.

If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in

certain circumstances, and our warrants will expire worthless.

We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank

check companies and other entities competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,

acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess similar technical, human and other resources to ours, and our financial resources will be relatively limited when contrasted with

those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the IPO and the sale of the private placement warrants, our ability to compete with respect to the

acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target companies will be aware that this may present closing risk by reducing the

resources available to us for our initial business combination.

Additionally, potential target companies may be less inclined to consummate a transaction with us because definitive documentation for such a transaction will preclude any recourse

against the Trust Account, meaning that potential counterparties may determine that they do not have adequate contractual remedies in the event a transaction fails to close.

These factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account and our warrants will expire

In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.

If the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate for at least the next 24

months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial business combination is not completed

during that time.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a

“no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular

proposed initial business combination, although we do not have any current intention to do so.

If we entered into a letter of intent or other agreement where we paid for the right to receive exclusivity from a target business and were subsequently

required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we do not complete our initial business

combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per

share upon our liquidation.

If we are required to seek additional capital, we would need to borrow funds from the Sponsor, our management team or other third parties to operate or may be forced to liquidate.

None of the Sponsor, members of our

management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our

initial business combination.

Up to $2.0 million of such loans may be converted into private placement-equivalent warrants at a price of $1.00 per warrant at the option of the lender.

Prior to the completion of our initial business combination, we do

not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust

If we are unable to obtain these loans, we may be unable to complete our initial business combination.

If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease

operations and liquidate the Trust Account.

Consequently, our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants will expire worthless.

In certain circumstances, our public

stockholders may receive less than $10.00 per share on the redemption of their shares.

Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could

have a significant negative effect on our financial condition, results of operations and our stock price, which could cause an investor to lose some or all of its investment.

Even if we conduct extensive due diligence on a target business with which we combine, no assurance can be given that this diligence will surface all material issues that may be present inside a

particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of these

factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report

charges of this nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination.

Accordingly, any stockholders who choose to remain stockholders following the initial business combination

could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a

duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination

constituted an actionable material misstatement or omission.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than

$10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service providers (other than our independent

registered public accounting firm), prospective target businesses and 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, such parties may not execute such agreements, or even if they execute such agreements they may not 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 advantage with respect to a claim against our assets, including the funds held in the Trust

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 alternative.

Making such a request of potential target businesses may make our acquisition proposal

less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Withum, our independent registered public accounting firm, and the

underwriters of our IPO, have not executed agreements with us waiving such claims to the monies held in the Trust Account.

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.

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.

Upon redemption of our

public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of

claims of creditors that were not waived that may be brought against us within the ten years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in

the Trust Account, due to claims of such creditors.

Pursuant to the letter agreement, 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, no assurance can be given that the Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be able to

complete our initial business combination, and a public stockholder would receive such lesser amount per share in connection with any redemption of its public shares.

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.

The securities in which we invest the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of

taxes or reduce the value of the assets held in trust such that the per share redemption amount received by public stockholders may be less than $10.00 per share.

The net proceeds of the IPO and certain proceeds from the sale of the private placement warrants, in the amount of $230.0 million, are held in an interest-bearing Trust Account.

The proceeds held in

the Trust Account may only be invested in direct U.S.

government securities with a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S.

Treasury obligations.

While short-term U.S.

government treasury

obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the

Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.

In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any)

would be reduced.

In the event that we are unable to complete our initial business combination, our public stockholders are entitled to receive their share of the proceeds held in the Trust Account, plus any interest income.

If the balance of the

Trust Account is reduced below $230.0 million as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for

distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per 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, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its

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 and subject to their fiduciary duties may choose not to do so in any particular instance 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.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account

available for distribution to our public stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors have agreed to waive (and any other persons who may become an

officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason

whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares).

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of

the Trust Account or (ii) we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s

investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that

is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public stockholders, 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 all amounts

received by our stockholders.

In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public

stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that

is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, 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, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be

restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than

investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S.

government securities

and cash items) on an unconsolidated basis.

Our business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with

a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the Trust Account may only be invested in United States

“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which

invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a

business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the

meaning of the Investment Company Act.

An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities.

The Trust Account is intended as a holding place for funds

pending the earliest to occur of:

(i) the completion of our initial business combination;

(ii) 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 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;

or (iii) absent an initial business combination within 24 months from the closing of the IPO or during any

Extension Period, our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial

business combination or may result in our liquidation.

If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account and our warrants will

expire worthless.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our

initial business combination and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments.

In particular, we will be required to comply with certain SEC and other legal requirements.

with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results

of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination

and results of operations.

If we have not completed an initial business combination within 24 months from the closing of the IPO, our public stockholders may be forced to wait beyond such 24 months before

redemption from the Trust Account.

If we have not completed an initial business combination within 24 months from the closing of the IPO or during any Extension Period, the proceeds 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 taxes (less up to $0.1 million of the interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further

described herein.

Any redemption of public stockholders from the Trust Account will be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding up.

If we are required to wind-up,

liquidate the Trust Account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL.

case, investors may be forced to wait beyond 24 months from the closing of the IPO or the expiration of any Extension Period before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata

portion of the proceeds from the Trust Account.

We have no obligation to return funds to investors prior to the date of our redemption of public shares or liquidation unless we complete our initial business combination prior thereto and only then in

cases where investors have sought to redeem their Class A common stock.

Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial business combination.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

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 a 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.

However, it is our intention to redeem our public shares as soon as reasonably possible following the end of the 24 th month after the closing of the IPO or the expiration of any

Extension Period in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

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 ten years following our dissolution.

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.

If our plan of distribution

complies with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution.

No assurance can be given that we will properly assess all claims that may be potentially brought against us.

As such, our 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 beyond the third anniversary of such date.

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.

Holders of Class A common stock will not be entitled to vote on any election of directors we hold prior to our initial business combination and, upon consummation of our initial

business combination, our initial stockholders will have certain rights to designate individuals for nomination for election as directors.

Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.

Holders of our public shares will not be entitled to vote on

the election of directors during such time.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Accordingly, a public

stockholder may not have any say in the management of our company prior to the consummation of an initial business combination.

Further, pursuant to a registration and stockholder rights agreement, upon consummation of an initial business combination, our initial stockholders will be entitled to designate three individuals

for nomination for election to our board of directors for so long as they continue to hold, collectively, at least 50% of the founder shares (or the securities into which such founder shares convert) held by such persons on September 29, 2020.

Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to our board of directors for so long they continue to hold, collectively, at least 30% of the founder shares (or the securities into

which such founder shares convert) held by such persons on the date of this Annual Report on Form 10-K and (ii) one individual for nomination for election to our board of directors for so long they continue to hold, collectively, at least 20% of the

founder shares (or the securities into which such founder shares convert) held by such persons on September 29, 2020.

This may result in such holders having significant control over our business.

As part of the negotiations relating to the proposed business combination, we decided to agree to amend and restate the registration and stockholder rights agreement to, among other things, remove

the provisions summarized in the previous paragraph.

If however we are unable to consummate the proposed business combination, it is possible such provisions will continue to remain in force following the consummation of an initial business

combination with another target.

We did not register the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not

be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis.

If the issuance of the shares upon exercise of warrants is not registered, qualified or

exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We did register the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws.

However, under the terms of the warrant agreement, we

have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the

registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our

initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

assurance can be given that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or

incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit

holders to exercise their warrants on a cashless basis, in which case the number of shares of our Class A common stock that a warrant holder will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to

0.361 shares of our Class A common stock per warrant (subject to adjustment).

However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from state registration is available.

If that exemption, or another exemption, is not

available, holders will not be able to exercise their warrants on a cashless basis.

Notwithstanding the above, if shares of our Class A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange such

that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section

3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue

sky laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the

shares underlying the warrants under applicable state securities laws and there is no exemption available.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the

holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase

price solely for the shares of Class A common stock included in the units.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under

all applicable state securities laws.

The warrants may become exercisable and redeemable for a security other than the shares of Class A common stock, and holders will not have any information regarding such other

security at this time.

In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the shares of Class A common

As a result, if the surviving company redeems the warrants for securities pursuant to the warrant agreement, a warrant holder may receive a security in a company of which it does not have information at this time.

Pursuant to the warrant

agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 15 business days of the closing of an initial business combination.

If a warrant holder exercises its public warrants on a “cashless basis,” such holder will receive fewer shares of Class A common stock from such exercise than if such holder were

to exercise such warrants for cash.

There are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis.

First, if a registration statement covering the shares of Class A

common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement,

exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Second, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within

a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective

registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available;

if that exemption, or another exemption, is not available, holders

will not be able to exercise their warrants on a cashless basis.

Third, if we call the public warrants for redemption, under certain circumstances, warrant holders will be able to exercise their warrants on a cashless basis.

In the event of an

exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of

shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock (defined above) over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole

warrant, and the number of shares of our Class A common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised the warrant for cash.

For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the shares of our Class A common stock have a fair market value of $17.50 per share

when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 shares of our Class A common stock.

The holder would have received 875 shares of our Class A common stock if the exercise price was paid

This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they

The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may

adversely affect the market price of our Class A common stock.

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in the IPO, our initial stockholders and their permitted transferees can demand that we register the

shares of Class A common stock into which are founder shares are convertible, the private placement warrants, the shares of Class A common stock issuable upon exercise of the private placement warrants held, or to be held, by them, and holders of

warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon exercise of such warrants.

We will bear the cost of registering these securities.

registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock.

In addition, the existence of the registration rights may make our

initial business combination more costly or difficult to conclude.

This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact

on the market price of our Class A common stock that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.

Any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities.

We will seek to complete an initial business combination with companies in the climate sector, particularly in clean energy, renewables and carbon removal, but may also pursue other business

combination opportunities, except that we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an

established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers and directors 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 of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of

our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

Additionally, no assurance can be given that an investment in our units will ultimately prove to be more favorable to

investors than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value

of their securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty

of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an

actionable material misstatement or material omission.

Past performance by our management team, directors, advisors, the PIMCO private funds and their respective affiliates may not be indicative of future performance of an investment

in CRIS or in the future performance of any business we may acquire.

Information regarding performance by, or businesses associated with, our management team, directors and advisors, the PIMCO private funds and their respective affiliates, including PIMCO, is

presented for informational purposes only.

Past performance by our management team, directors and advisors, the PIMCO private funds and such affiliates is not a guarantee (i) either of success with respect to any business combination we may

consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.

Investors should not rely on the historical performance of our management team, directors and advisors, the PIMCO private funds or that of

their respective affiliates as indicative of the future performance of an investment in CRIS or the returns CRIS will, or is likely to, generate going forward.

Our management team, directors and advisors, the PIMCO private funds and their respective

affiliates have had limited past experience with blank check and special purpose acquisition companies and no experience working together.

The absence of experience working together may be exacerbated by the challenges associated with the COVID-19

We may seek business combination opportunities in industries or sectors which may or may not be outside of our management team’s area of expertise.

Although we intend to focus on identifying companies in the climate sector, we will consider an initial business combination outside of our management team’s area of expertise if an initial business

combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable candidate in this sector after having expanded a reasonable

amount of time and effort in an attempt to do so.

Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, no assurance can be given that we will adequately ascertain or assess all of the

significant risk factors.

There can be no assurance that an investment in our units will not ultimately prove to be less favorable than a direct investment, if an opportunity were available, in an initial business combination candidate.

we elect to pursue a business combination outside of the areas of our management team’s expertise, our management team’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on

Form 10-K regarding the areas of our management team’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all of the significant

Risk Factors.

Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business

combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business

combination will not have these positive attributes.

If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that

does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption

rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the transaction is required by law, or

we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines.

do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account and our warrants will expire worthless.

In certain circumstances, our public

stockholders may receive less than $10.00 per share on the redemption of their shares.

We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could

subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous

risks inherent in the operations of the business with which we combine.

These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate the

risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our

control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, public stockholders may have no

assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not

required to obtain an opinion from an independent investment banking firm or an independent accounting firm that the price we are paying is fair to our company from a financial point of view.

If no opinion is obtained, our stockholders will be

relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in our proxy materials or tender offer documents, as

applicable, related to our initial business combination.

We may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business

We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in

our amended and restated certificate of incorporation.

Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common

stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

There are 77,000,000 and 4,250,000 authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for

issuance, which amount does not take into account the shares of Class A common stock reserved for issuance upon exercise of outstanding warrants.

There are no shares of preferred stock issued and outstanding.

Shares of Class B common stock are

convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment as described in Exhibit 4.1 to this Annual Report on Form 10-K and set forth in our amended and restated certificate of incorporation,

including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our initial business combination.

Shares of Class B common stock are also convertible at the option of the holder at any time.

We may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial

business combination.

We may also issue shares of Class A common stock to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the

anti-dilution provisions contained in our amended and restated certificate of incorporation.

However, our amended and restated certificate of incorporation provides, among other things, that prior to or in connection with our initial business

combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination.

These provisions of our amended and restated

certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with the approval of our stockholders.

However, our officers and directors have agreed, pursuant to a written agreement with

us, that they will not propose any 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, unless we

provide our public stockholders with the opportunity to redeem their shares of 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

The issuance of additional shares of common or preferred stock:

may significantly dilute the equity interest of investors in the IPO;

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge

with another business.

If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of the Trust Account and our

warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require

substantial management time and attention and substantial costs for accountants, attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction

likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will

result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we do not complete our initial business combination, our public stockholders may

receive only approximately $10.00 per share on the liquidation of the Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom

may join us following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business, however, cannot presently

be ascertained.

Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will

remain in place.

While we intend to closely scrutinize any individuals we employ after our initial business combination, no assurance can be given that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such

requirements.

In addition, our officers and directors of an initial business combination candidate may resign upon completion of our initial business combination.

The departure of an initial business combination target’s key personnel could

negatively impact the operations and profitability of our post-combination business.

The role of an initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate that certain members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members

of the management of an initial business combination candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the continued service of our officers

and directors, at least until we have completed our initial business combination.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected loss of the services of one or more

of our directors or officers could have a detrimental effect on us.

Our key personnel may negotiate employment or consulting agreements as well as reimbursement of out-of-pocket expenses, if any, with a target business in connection with a

particular business combination.

These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses, if any, following our initial business combination and as a result, may cause them to have conflicts of

interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with CRIS after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with

the initial business combination.

Additionally, they may negotiate reimbursement of any out-of-pocket expenses incurred on our behalf prior to the consummation of our initial business combination, should they choose to do so.

Such negotiations would

take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the

completion of the initial business combination, or as reimbursement for such out-of-pocket expenses.

The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination.

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

The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose

management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack

of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s management

not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any stockholders who choose to remain stockholders

following the initial business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our

search for an initial business combination and their other businesses.

Although we have retained and may in the future retain consultants to perform certain services for CRIS, we do not intend to have any full-time employees prior to the completion

of our initial business combination.

Each of our officers and directors is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers and directors are not obligated to contribute any specific number

of hours per week to our affairs.

Our independent directors may also serve as officers or board members for other entities.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in

excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be

conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our officers and directors are, and may in the

future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our

operations and our search for an initial business combination and their other businesses.

For example, a vehicle affiliated with Mr.

Cavalier and Ms.

Comstock is currently sponsoring one other blank

check company, Climate Real Impact Solutions II Acquisition Corporation (“CRIS II”), formed for substantially similar purposes as CRIS.

Crane, a director and our Chief Executive Officer, serves as a director and Chief Executive Officer

of CRIS II, Mr.

Cavalier, our Chief Financial Officer, serves as Chief Financial Officer of CRIS II, and Ms.

Comstock, our Chief Commercial Officer, serves as Chief Commercial Officer of CRIS II, Anne Frank-Shapiro, our Chief Operating Officer,

serves as Chief Operating Officer of CRIS II and Richard Kauffman and Jamie Weinstein, our director nominees, serve as directors of CRIS II.

Any of these other blank check companies, including CRIS II, may present additional conflicts of interest in

pursuing an acquisition target.

PIMCO and its affiliates, including the PIMCO private funds, have invested in diverse industries, including in the climate sector.

There could be overlap between companies that would be suitable for

a business combination with us and companies that present an attractive investment opportunity for the Sponsor, our directors or officers, and entities with which they currently are or may in the future be affiliated, certain of PIMCO’s funds and/or

other investment vehicles, including the PIMCO private funds.

In addition, PIMCO and its affiliates engage in the business of originating, underwriting, syndicating, acquiring and trading loans and debt securities of corporate and other borrowers,

and may provide or participate in any debt financing arrangement in connection with any acquisition of any target business that we may make.

If PIMCO or any of its affiliates provides or participates in any such debt financing arrangement it may

present a conflict of interest and will have to be approved under our related person transaction policy or by our independent directors.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and other entities to which they owe certain fiduciary or contractual

Any such opportunities may present additional conflicts of interest in pursuing an acquisition target, and our directors and officers may have conflicts of interest in determining to which entity a particular business opportunity should be

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

Our amended and restated certificate of incorporation will provide 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 pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be

acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into an initial business combination with a target business that is affiliated with the Sponsor, our directors or officers,

although we do not intend to do so.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict

between their interests and ours.

We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with the Sponsor, our officers,

directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of the Sponsor, our officers and directors with other entities, we may decide to acquire one or more businesses with which the Sponsor or one or more of our officers or

directors is affiliated, including business affiliated with PIMCO.

Our officers and directors also serve as officers and board members for other entities.

Such entities may compete with us for business combination opportunities.

The Sponsor, our

officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning an initial

business combination with any such entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met

our criteria for an initial business combination and such transaction was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm or an independent accounting firm

regarding the fairness to our company from a financial point of view of an initial business combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest

still may exist and, as a result, the terms of the initial business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

Moreover, we may, at our option, pursue an affiliated joint acquisition opportunity with one or more affiliates of the PIMCO private funds or with other entities to which an officer or director has a

fiduciary, contractual or other obligation or duty.

Any such parties 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

any such parties, which may give rise to certain conflicts of interest.

Since the Sponsor and its investors and our directors will lose their entire at-risk investment in us if our initial business combination is not completed, a conflict of interest

may arise in determining whether a particular business combination target is appropriate for our initial business combination.

In August 2020, the Sponsor purchased an aggregate of 5,750,000 shares of Class B common stock for an aggregate purchase price of $25.0 thousand, or approximately $0.004 per share.

The number of

founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after the IPO.

In September 2020, the Sponsor transferred 30,000 founder shares to Ms.

Powell, 25,000 founder shares

Kauffman, 25,000 founder shares to Ms.

Alemayehou and 60,000 restricted founder shares to Ms.

Frank-Shapiro.

All of the founder shares will be worthless if we do not complete an initial business combination.

In addition, the Sponsor purchased

an aggregate of 6,600,000 warrants at a price of $1.00 per warrant $6.6 million in the aggregate), which will also be worthless if we do not complete an initial business combination.

Our initial stockholders have entered into a letter agreement with

us pursuant to which they have agreed to vote any shares owned by them in favor of any proposed initial business combination and to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the

completion of our initial business combination and (ii) any 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.

In addition, we may obtain loans from the Sponsor, affiliates of the Sponsor or an officer or director.

The personal and financial interests of our officers and directors may influence their

motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect our leverage and

financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we currently have no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business

We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account.

As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account.

Nevertheless, the incurrence of debt could have a variety of negative effects,

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or

renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and

acquisitions, and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the proceeds of the IPO and the sale of the private placement warrants which will cause us to be solely dependent on

a single business which may have a limited number of services and limited operating activities.

This lack of diversification may negatively impact our operating results and profitability.

Of the net proceeds from the IPO and the sale of the private placement warrants, $230.0 million will be available to complete our initial business combination and pay related fees and expenses (which

includes $8.1 million for the payment of deferred underwriting commissions).

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to

effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC

that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis.

By completing our initial business combination with only a single entity, our lack of diversification may

subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the

resources to complete several business combinations in different industries or different areas of a single industry.

In addition, we intend to focus our search for an initial business combination in a single industry.

Accordingly, the prospects for

our success may be:

solely dependent upon the performance of a single business, property or asset, or

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we

may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and

give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the

simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination.

We do not, however, intend to purchase multiple businesses in unrelated industries

in conjunction with our initial business combination.

With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if

there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination

with a company that is not as profitable as we suspected, if at all.

In pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a privately held company.

Very little public information generally exists about

private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination with a company that is not as

profitable as we suspected, if at all.

Our management may not be able to maintain control of a target business after our initial business combination.

We may structure an initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target

business, but we will only complete such 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 us

not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 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 business combination company, depending on valuations ascribed to the target and us in the initial business combination.

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

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

However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of CRIS’s stock than we initially acquired.

Accordingly, this may make it more likely that

our management will not be able to maintain our control of the target business.

We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business.

We do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete an initial business combination with

which a substantial majority of our stockholders do not agree.

Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except 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 (such 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.

As a result, we may be able to complete our initial business combination even though a substantial majority of our public

stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the

tender offer rules, have entered into privately negotiated agreements to sell their shares to the Sponsor, our officers, directors, advisors or their affiliates.

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, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing

No assurance can be given that we will not seek to amend our amended and restated certificate of incorporation or governing instrument in a manner that will make it easier for us to complete our initial business combination that some of

our stockholders or warrant holders may not support.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant

For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination.

No assurance can be given that we will not seek

to amend our charter or governing instruments, including to extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from the Trust Account), including an amendment to permit us to withdraw funds from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or

eliminated, may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended and restated certificate

of incorporation and the trust agreement to facilitate the completion of an initial business combination that some of our stockholders may not support.

Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of

the IPO and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw

funds from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon,

and corresponding provisions of the trust agreement governing the release of funds from the Trust Account may be amended if approved by holders of 65% of our common stock entitled to vote thereon.

In all other instances, our amended and restated

certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules.

We may not issue additional securities

that can vote on amendments to our amended and restated certificate of incorporation.

Our initial stockholders, who collectively beneficially own up to 20% of our common stock, will participate in any vote to amend our amended and restated

certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our

pre-initial business combination behavior more easily than some other blank check companies, and this may increase our ability to complete an initial business combination with which a public stockholder does not agree.

Our stockholders may pursue

remedies against us for any breach of our amended and restated certificate of incorporation.

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, divided by the number of then outstanding public shares.

These agreements are contained in a letter agreement that we have

entered into with our initial stockholders.

Our other stockholders are not parties to, or third-party beneficiaries of, these agreements and will not have the ability to pursue remedies against the Sponsor, our officers or directors for any breach of

these agreements.

As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to

restructure or abandon a particular business combination.

If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to

public stockholders, and our warrants will expire worthless.

Although we believe that our capital resources will be sufficient to allow us to complete our initial business combination, we cannot be certain that we will be able to satisfy the capital

requirements for any particular transaction.

If our capital resources prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation

to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business

combination, we may be required to seek additional financing or to abandon the proposed business combination.

No assurance can be given that such financing will be available on acceptable terms, if at all.

The current economic environment may make it

difficult for companies to obtain acquisition financing.

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon

that particular business combination and seek an alternative target business candidate.

If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are

available for distribution to public stockholders and not previously released to us to pay our taxes on the liquidation of the Trust Account, and our warrants will expire worthless.

In addition, even if we do not need additional financing to complete

our initial business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the

target business.

None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.

If we do not complete our initial business combination, our public stockholders

may only receive approximately $10.00 per share on the liquidation of the Trust Account, and our warrants will expire worthless.

Our initial stockholders hold a substantial interest in us and will control the appointment of our board of directors until consummation of our initial business combination.

result, they will appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that a public stockholder does not support.

Our initial stockholders own shares representing 20% of our issued and outstanding shares of common stock.

Accordingly, they may exert a substantial influence on actions requiring a stockholder vote,

potentially in a manner that a public stockholder does not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders purchase any additional shares

of common stock in the aftermarket or in privately negotiated transactions, this would increase their control.

Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class

A common stock.

In addition, prior to our initial business combination, our initial stockholders will have the right to appoint all of our directors and may remove members of the board of directors for any reason.

Holders of our public shares will

have no right to vote on the appointment of directors during such time.

These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by holders of a majority of the founder shares.

a public stockholder will not have any influence over the appointment of directors prior to our initial business combination.

All of our directors were appointed by our initial stockholders for two-year terms.

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.

Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business

Unlike many other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common stock if we issue shares to consummate an

initial business combination.

The founder shares will automatically convert into Class A common stock at the time of our initial business combination, or earlier at the option of the holders, on a one-for-one basis, subject to

adjustment as described in Exhibit 4.1 to this Annual Report on Form 10-K and provided in our amended and restated certificate of incorporation.

In the case that additional shares of Class A common stock, or equity-linked securities convertible into

or exercisable or exchangeable for Class A common stock, are issued or deemed issued in excess of the amounts offered in the IPO related to the closing of the initial business combination, the ratio at which founder shares shall convert into Class A

common stock (subject to adjustment as described in Exhibit 4.1 to this Annual Report on Form 10-K and provided in our amended and restated certificate of incorporation) so that the number of Class A common stock issuable upon conversion of all

founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all outstanding shares of common stock upon completion of the IPO, plus (ii) all shares of Class A common stock and equity-linked

securities issued, or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination, and any private placement-equivalent

warrants issued to the Sponsor or its affiliates upon conversion of loans made to us).

This is different from most other similarly structured blank check companies in which the initial stockholder will only be issued an aggregate of 20% of the total

number of shares to be outstanding prior to the initial business combination.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding

public warrants.

As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without a

holder’s approval.

Our warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement provides that the terms of

the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely

affects the interests of the registered holders of public warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the

exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if

we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20

per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any

founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”);

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial

business combination (net of redemptions);

the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate a business combination (such price, the “Market Value”) is below $9.20

then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price

described in Exhibit 4.1 to this Annual Report on Form 10-K will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in

Exhibit 4.1 to this Annual Report on Form 10-K will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

This may make it more difficult for us to consummate an initial business combination with

a target business.

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders, thereby making the warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales

price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for

any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.

If and when the warrants become redeemable by

us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding warrants could force a warrant holder (i) to

exercise its warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell its warrants at the then-current market price when such warrant holder might otherwise wish to hold its warrants or (iii) to

accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

None of the private placement warrants will be redeemable by us

(except as described in Exhibit 4.1 to this Annual Report on Form 10-K) so long as they are held by the Sponsor or its permitted transferees.

In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum

of 30 days’ prior written notice of redemption provided that the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable

upon exercise or the exercise price of a warrant as described in Exhibit 4.1 to this Annual Report on Form 10-K) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and

provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of shares of Class A common stock determined based on the

redemption date and the fair market value of shares of our Class A common stock.

Please see Exhibit 4.1 to this Annual Report on Form 10-K for more information about the public warrants.

The value received upon exercise of the warrants (1) may be

less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number

of shares received is capped at 0.361 shares of Class A common stock per whole warrant (subject to adjustment) irrespective of the remaining life of the warrants.

None of the private placement warrants will be redeemable by us (except as described in Exhibit 4.1 to this Annual Report on Form 10-K) so long as they are held by the Sponsor or its permitted

Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business

We issued warrants to purchase 11,500,000 shares of our Class A common stock as part of the units offered, simultaneously with the closing of the IPO, and issued in a private placement warrants

to purchase an aggregate of 6,600,000 shares of Class A common stock at $11.50 per share.

Our initial stockholders currently own an aggregate of 5,750,000 founder shares.

The founder shares are convertible into shares of Class A common stock on

a one-for-one basis, subject to adjustment as described in Exhibit 4.1 to this Annual Report on Form 10-K.

In addition, if the Sponsor makes any working capital loans, up to $2.0 million of such loans may be converted into warrants, at the price

of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

To the extent we issue shares of Class A common stock to effectuate an initial business combination, the potential for the issuance of a substantial number of additional shares of Class A common

stock upon exercise of these warrants and conversion rights could make us a less attractive business combination vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our Class A common stock

and reduce the value of the shares of Class A common stock issued to complete the initial business combination.

Therefore, our warrants and founder shares may make it more difficult to effectuate an initial business combination or increase the

cost of acquiring the target business.

The private placement warrants are identical to the warrants sold as part of the units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will

not be redeemable by us (except as described in Exhibit 4.1 to this Annual Report on Form 10-K), (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be

transferred, assigned or sold by the Sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are entitled to registration rights.

Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one redeemable warrant.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

Accordingly, unless an investor

purchases at least two units, such investor will not be able to receive or trade a whole warrant.

This is different from other offerings similar to ours whose units include one share of common stock and one warrant to purchase one whole share.

have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one half of the number

of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our units to be worth less than

if they included a warrant to purchase one whole share.

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination

with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma

financial statement disclosure in periodic reports.

We would include the same financial statement disclosure in connection with any tender offer documents.

These financial statements may be required to be prepared in accordance with, or be

reconciled to, accounting principles generally accepted in the United States of America or international financial reporting standards as issued by the International Accounting Standards Board, depending on the circumstances and the historical

financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements may limit the pool of potential target

businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy or tender offer rules and complete our initial business combination

within the prescribed timeframe.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that

status earlier, including if the aggregate worldwide market value of our Class A common stock held by non-affiliates equals or exceeds $700.0 million as of any June 30 before that time, in which case we would no longer be an emerging growth

company as of the following December 31.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on

these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is,

those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such

extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended

transition period difficult or impossible because of the potential differences in accounting standards used.

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 $250.0 million as of the prior June 30 th , or (2) our annual revenues equaled or exceeded $100.0 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 $700.0 million as of the prior June 30 th .

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements and other disclosures with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and

management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our

internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company

with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to

achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to

pay in the future for our Class A common stock and could entrench management.

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.

provisions include the ability of the board of directors to designate the terms of and issue new series of preferred stock, and the fact that prior to the completion of our initial business combination only holders of shares of our Class B common

stock, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these provisions may make the removal of management more difficult

and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our

directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the

suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other

employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have

consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of

Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court

of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Any person or entity purchasing

or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

Unless we consent in writing to the selection of

an alternative forum, the federal district courts of the United States shall be the exclusive forum for any action arising under the Securities Act.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial

forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our

compliance with federal securities laws and the rules and regulations thereunder.

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may

incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and

deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or

confidential data.

As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to

investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

Since only holders of our founder shares will have the right to vote on the election of directors, the NYSE may consider us to be a ‘controlled company’ within the meaning of

the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Only holders of our founder shares have the right to vote on the election of directors.

As a result, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE corporate

governance standards.

Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not to comply with certain

corporate governance requirements, including the requirements that:

we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable phase-in rules.

However, if we determine in the

future to utilize some or all of these exemptions, public stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional

risks that may negatively impact our operations.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated

with companies operating in an international setting, including any of the following:

higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

laws governing the manner in which future business combinations may be effected;

tariffs and trade barriers;

regulations related to customs and import/export matters;

longer payment cycles and challenges in collecting accounts receivable;

tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

cultural and language differences;

employment regulations;

data privacy;

changes in industry, regulatory or environmental standards within the jurisdictions where we operate;

public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic;

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

deterioration of political relations with the United States;

government appropriations of assets.

We may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial

We may face risks related to climate sector companies.

Business combinations with companies in the climate sector, which we broadly define as consisting of all companies the business of which results, directly or indirectly, in the reduction of CO 2 and other greenhouse gases into the atmosphere that would otherwise have occurred, entail certain risks.

If we are successful in completing a business combination with

such a target business, we may be subject to, and possibly adversely affected by, the following risks:

recognizing that the market for CO 2 avoidance and removal is grounded in science, any material change in consensus scientific opinion in respect of the

urgency or potential remedies to the climate challenge could affect the economics of or total addressable market for clean energy and other CO 2 reducing

products and specialists;

governmental or regulatory actions in any or all of our chosen markets, even if well intentioned from a climate perspective, could have an immediate and dramatic effect on our business operations and opportunities;

the increasingly partisan nature of the public debate about climate issues could result in a consumer backlash in certain markets against products and services which exist, in whole or in part, to reduce CO2 emissions into the

shifting approaches over time to how CO2 emissions are calculated, or to the perceived long term effectiveness of various approaches to CO2 storage and sequestration, could affect the perceived environmental benefit of our products and

dependence of our operations upon third-party suppliers or service providers whose failure either to perform adequately or to adhere to our environmental standards could disrupt our business;

difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are pursuing;

difficulty in identifying effective local partners and developing any necessary partnerships with local businesses on commercially and environmentally acceptable terms;

our inability to comply with governmental regulations or obtain governmental approval for our products and/or business operations;

difficulty in competing against established companies who may have greater financial resources and/or a more effective or established localized business presence and/or an ability to introduce and sell low or no carbon products at

minimal or negative operating margins for sustained periods of time;

difficulty in competing successfully with improved technologies introduced subsequent to our own;

the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs with respect to their environmental or non-environmental attributes;

an inability to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service;

difficulty in generating sufficient sales volumes at economically sustainable profitability levels;

difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel;

any significant disruption in our computer systems or those of third parties that we would utilize in our operations, including disruptions or failure of our networks, systems or technology as a result of computer viruses,

“cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;

Any of the foregoing could have an adverse impact on our operations following a business combination.

However, our efforts in identifying prospective target businesses will be focused on, but not

be limited to the climate sector.

Accordingly, if we acquire a target business in another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target

business which we acquire, none of which can be presently ascertained.

Investing in EVgo’s securities involves risks.

Before you make a decision to buy EVgo’s securities, in addition to the risks and uncertainties discussed above under “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein.

If any of these risks actually occur, it may materially harm EVgo’s business, financial condition, liquidity and results of operations.

As a result, the market price of EVgo’s securities could decline, and you could lose all or part of your investment.

Additionally, the risks and uncertainties described in this Annual Report are not the only risks and uncertainties that EVgo faces.

Additional risks and uncertainties not presently known to the Company or that EVgo currently believes to be immaterial may become material and adversely affect EVgo’s business.

Summary of Risk Factors

The following summarizes the risks facing EVgo’s business, all of which are more fully described below.

This summary should be read in conjunction with the Risk Factors below and should not be relied upon as an exhaustive summary of the material risks facing EVgo’s business.

The order of presentation is not necessarily indicative of the level of risk that each factor poses to EVgo.

Risks Related to EVgo’s Business

● EVgo is an early-stage company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near- and medium-term.

● EVgo’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market.

● EVgo’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

● EVgo currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops.

● Because EVgo is currently dependent upon a limited number of customers and OEM partners, the loss of a significant customer or OEM partner could adversely affect EVgo’s operating results.

● EVgo will be required to install a substantial number of chargers under EVgo’s agreement with GM.

If EVgo does not meet EVgo’s obligations under this agreement, EVgo may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant.

● The widespread outbreak of an illness or any other communicable disease, or any other public health crisis, such as the COVID-19 pandemic, could have a material adverse effect on EVgo’s business and results of operations.

● EVgo relies on a limited number of vendors for EVgo’s charging equipment and related support services.

A loss of any of these partners would negatively affect EVgo’s business.

● EVgo’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as EVgo expands the scope of such services with other parties.

● Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.

● Many of EVgo’s facilities are located in active earthquake zones or in areas susceptible to hurricanes, wildfires and other severe weather events, which would be impacted by the effects of climate change.

An earthquake, a wildfire, a major hurricane or other types of disasters or resource shortages, including public safety power shut-offs that have occurred and will continue to occur in California or other states, could disrupt and harm EVgo’s operations and those of EVgo’s customers.

● EVgo is dependent upon the availability of electricity at EVgo’s current and future charging stations.

Cost increases, delays and/or other restrictions on the availability of electricity would adversely affect EVgo’s business and results of EVgo’s operations.

● Some of EVgo’s business objectives are dependent upon the purchase of RECs and an increase in the cost of such certificates may adversely impact EVgo’s business and results of operations.

Risks Related to the EV Market

● Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for EVgo’s products and services.

● The rideshare and commercial fleets may not electrify as quickly as expected and may not rely on public fast charging or on EVgo’s network as much as expected.

Future demand for battery EVs from the medium- and heavy-duty vehicle segment may not develop as anticipated or take longer to develop than expected.

● EVgo derives a substantial portion of EVgo’s revenue from the sale of regulatory credits.

There are a number of factors beyond EVgo’s control that could have a material adverse effect on EVgo’s ability to generate such revenue.

● The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations.

The reduction, modification or elimination of such benefits could adversely affect EVgo’s financial results.

Risks Related to EVgo’s Technology, Intellectual Property and Infrastructure

● EVgo may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive, and EVgo’s business could be adversely affected.

● EVgo’s business may be adversely affected if the Company is unable to protect its technology and intellectual property from unauthorized use by third parties.

● The current lack of industry standards may lead to uncertainty, additional competition and further unexpected costs.

● Interruptions, delays in service, communications outages or inability to increase capacity at third-party data center facilities could impair the use or functionality of EVgo’s subscription services, harm EVgo’s business and subject the Company to liability.

Financial, Tax and Accounting-Related Risks

● EVgo has identified material weaknesses in its internal control over financial reporting.

If EVgo is unable to remediate these material weaknesses, or if EVgo identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of EVgo’s consolidated financial statements or cause the Company to fail to meet EVgo’s periodic reporting obligations.

● Changes to applicable U.S.

tax laws and regulations or exposure to additional income tax liabilities could affect EVgo’s and EVgo OpCo’s business and future profitability.

● As a result of plans to expand EVgo’s business operations, including to jurisdictions in which tax laws may not be favorable, EVgo’s and EVgo OpCo’s obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect EVgo’s or EVgo OpCo’s after-tax profitability and financial results.

Risks Related to EVgo’s “Up-C” Structure and the Tax Receivable Agreement

● EVgo Holdings owns the majority of EVgo’s voting stock and therefore has the right to appoint a majority of EVgo’s board members, and its interests may conflict with those of other stockholders.

● EVgo’s only principal asset is EVgo’s interest in Thunder Sub, which, in turn, holds only units issued by EVgo OpCo;

accordingly, EVgo depends on distributions from EVgo OpCo and Thunder Sub to pay taxes and make payments under the Tax Receivable Agreement and cover EVgo’s corporate and other overhead expenses.

● EVgo will be required to make payments under the Tax Receivable Agreement for certain tax benefits that EVgo may claim, and the amounts of such payments could be significant.

● In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits , if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

Risks Related to Legal Matters and Regulations

● Privacy concerns and laws, or other regulations, may adversely affect EVgo’s business.

● Increasing attention to ESG matters may adversely impact EVgo’s business.

Risks Related to EVgo’s Securities

● EVgo is a “controlled company” within the meaning of the rules of the Nasdaq and the rules of the SEC.

As a result, EVgo qualifies for, and relies on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies.

● Provisions in EVgo’s Second Amended and Restated Certificate of Incorporation (the “Charter”) and Delaware law may have the effect of discouraging lawsuits against EVgo’s directors and officers.

● Provisions in EVgo’s Charter may inhibit a takeover of the Company, which could limit the price investors might be willing to pay in the future for Class A common stock and could entrench management.

● Warrants are exercisable for EVgo’s Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to EVgo’s stockholders.

Risks Related to EVgo’s Business

EVgo is an early-stage company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near- and medium-term.

EVgo has a history of operating losses and negative operating cash flows.

As of December 31, 2021, EVgo had a cash balance of $485.2 million and working capital of $459.5 million.

EVgo’s net cash inflow for the year ended December 31, 2021 was $477.3 million.

While EVgo believes EVgo’s cash on hand as of December 31, 2021 is sufficient to meet EVgo’s current working capital and capital expenditure requirements, there can be no assurance that EVgo will be able to achieve and maintain profitability in the future.

EVgo’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric trucks and other vehicles, and other electric transportation modalities, continued support from regulatory programs and, in each case, the use of EVgo’s chargers, any of which may not occur at the levels EVgo currently anticipates or at all.

EVgo may need to raise additional financing through loans, securities offerings or additional investments in order to fund EVgo’s ongoing operations.

There is no assurance that EVgo will be able to obtain such additional financing or that EVgo will be able to obtain such additional financing on favorable terms.

EVgo’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market.

EVgo’s growth is highly dependent upon the adoption of EVs both by businesses and consumers.

The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to environmental issues, and governmental initiatives related to climate change and the environment generally.

EVgo’s revenues are driven in large part by EV drivers’ driving and charging behavior.

Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for urban vs.

rural and public vs.

private and DC vs.

Level 2 charging, demand from rideshare or urban delivery fleets, and the emergence of autonomous vehicles and/or new forms of mobility.

Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand.

Public DC fast charging, in particular, may not develop as expected and may fail to attract projected market share of total EV charging.

If the market for EVs develops more slowly than expected, or if demand for EVs decreases, EVgo’s growth would be reduced and EVgo’s business, prospects, financial conditions and operating results would be harmed.

Additionally, EVgo’s ability to capture the growth in the EV market, grow EVgo’s customer base and achieve and sustain profitability will depend, to a significant extent, on EVgo’s ability to effectively expand EVgo’s sales and marketing operations and activities.

The market for EVs could be affected by numerous factors, such as:

● perceptions about EV features, quality, driver experience, safety, performance and cost;

● perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations;

● competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs and high fuel-economy ICE vehicles;

● increases in fuel efficiency in legacy ICE and hybrid vehicles;

● volatility in the price of gasoline and diesel at the pump;

● EV supply chain disruptions including but not limited to availability of certain components (e.g., semiconductors), ability of EV OEMs to ramp-up EV production, despite both technological and logistical challenges (such as

component shortages, exacerbated port congestion and intermittent supplier shutdowns and delays, product recalls due to quality control issues, etc.), which have resulted in additional costs and production delays, availability of batteries and battery materials;

● concerns regarding the stability of the electrical grid;

● the decline of an EV battery’s ability to hold a charge over time;

● availability of services and spare parts for EVs;

● consumers’ perception about the convenience, speed, and cost of EVs and EV charging;

● government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

● relaxation of government mandates or quotas regarding the sale of EVs;

● the number, price and variety of EV models available for purchase;

● concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs.

It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles.

Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and EVgo’s products and services in particular.

While many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models with increasing fast charging needs expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes.

Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect EVgo’s business, financial condition and operating results.

EVgo has recently experienced rapid growth.

If EVgo fails to manage growth effectively, EVgo’s business, operating results and financial condition would be adversely affected.

EVgo has experienced rapid growth in recent periods.

For example, the number of employees has grown from 57 in December 2017 to 225 in December 2021.

The expected continued growth and expansion of EVgo’s business may place a significant strain on management, business operations, financial condition and infrastructure and corporate culture.

With continued fast growth, EVgo’s information technology systems and EVgo’s internal control over financial reporting and procedures may not be adequate to support EVgo’s operations and may allow data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds.

EVgo may also face risks to the extent such third parties infiltrate the information technology infrastructure of EVgo’s contractors.

To manage growth in operations and personnel, EVgo will need to continue to improve EVgo’s operational, financial and management controls and reporting systems and procedures.

Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect EVgo’s business performance and operating results.

EVgo’s strategy is based on a combination of growth and maintenance of strong performance on EVgo’s existing asset base, and any inability to scale, maintain customer experience or manage operations at EVgo’s charging stations may impact EVgo’s growth trajectory.

EVgo’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Estimates of future EV adoption in the United States, the total addressable market, serviceable addressable market for EVgo’s products and services and the EV market in general are included in this Annual Report.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate.

This is especially so at the present time due to the uncertain and rapidly changing projections of the COVID-19 pandemic recovery pace.

EVgo’s internal estimates relating to the size and expected growth of the target market, market demand, EV adoption across individual market verticals and use cases, capacity of automotive and battery OEMs and ability of charging infrastructure to address this demand and related pricing may also prove to be inaccurate.

In particular, estimates regarding the current and projected market opportunity for public and commercial fast charging and future fast charging throughput or EVgo market share capture are difficult to predict.

The estimated addressable market may not materialize in the timeframe of EVgo’s internal projections, if ever, and even if the markets meet the size estimates and growth estimates presented, EVgo’s business could fail to grow at similar rates.

EVgo currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops.

The EV charging market is relatively new and EVgo currently faces competition from a number of companies.

There are a number of EV charging companies operating in the U.S.

that pursue various business models which are constantly evolving including Electrify America, Blink, ChargePoint, Shell, IoTecha, Rhombus, BP as well as local utilities and retailers.

EVgo competes with some or all of these companies across a number of industry segments, including retail and fleet.

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

charger connectivity to EVs and ability to charge all standards;

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

DCFC network reliability, scale and local density;

the software-enabled services offered and overall customer experience;

operator brand, track record and reputation;

access to equipment vendors, service providers, and policy incentives and pricing.

Competitors may be able to respond more quickly and effectively than EVgo to new or changing opportunities, technologies, standards or customer requirements, and may be better equipped to initiate or withstand substantial price competition.

In addition, there are other means for charging EVs, which could affect the level of demand for charging at EVgo’s DCFCs.

For example, Tesla Inc.

(“Tesla”) continues to build out its supercharger network across the United States for Tesla vehicles, which could reduce overall demand for EV charging at EVgo’s sites.

Tesla may also open its supercharger network to support charging of non-Tesla EVs in the future, which could further reduce demand for charging at EVgo’s sites.

Also, other companies sell chargers designed for customers seeking to have on premise EV charging capability as well as for home or workplace charging, which may reduce the demand for fast charging if EV owners find “slow” charging at a workplace, at home, or other parking locations to be sufficient.

Municipalities may decide to convert street lighting poles and lampposts to public charging points for EV drivers who rent, have no access to home charging, or park their EVs on the street, potentially reducing EVgo’s serviceable markets.

Retailers, utilities or other Site Hosts or commercial, municipal and Federal fleet businesses may opt to become owners and operators of public or private EV fast charging equipment and purchase that equipment and associated management software directly from vendors in the marketplace.

The EV charging business may become more competitive, pressuring future increases in utilization and margins.

Competition is still developing and is expected to increase as the number of EVs sold increases.

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.

Because EVgo is currently dependent upon a limited number of customers and OEM partners, the loss of a significant customer or OEM partner could adversely affect EVgo’s operating results.

Given the nascent stage of the industry, a limited number of contractual commercial customers and OEM partners currently account for a substantial portion of EVgo’s income.

For the years ended December 31, 2021 and 2020, one customer represented 10.5% and two customers represented 23.8% of total revenue, respectively.

EVgo’s operating projections are currently contingent on EVgo’s performance under EVgo’s commercial contracts.

At least in the short term, EVgo expects that a majority of EVgo’s sales outside of the retail customer market will continue to come from a

concentrated number of commercial customers and OEM partners.

EVgo expects a substantial portion of EVgo’s cash receipts in the near future to be from a limited number of OEM partners and, as a result, will be subject to any risks specific to those entities and the jurisdictions and markets in which they operate, including their ability to develop a portfolio of EV models and attract customers for those models.

EVgo may be unable to accomplish EVgo’s business plan to diversify and expand EVgo’s customer and OEM partner base by attracting a broad array of customers and OEM partners, which could negatively affect EVgo’s business, results of operations and financial condition.

EVgo will be required to install a substantial number of charger stalls under EVgo’s agreement with GM.

If EVgo does not meet EVgo’s obligations under this agreement, EVgo may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant.

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 charger stalls installed.

Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by December 31, 2025, 72% of which are required to be installed by December 31, 2023.

The GM Agreement calls for a year-over-year increase in annual charger stall additions in each of 2022 and 2023 before the installation run rate declines post 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 charger stalls EVgo is obligated to develop.

In addition, EVgo is required to maintain network availability (i.e., the percentage of time a charger stall is operational and available on the network) of at least 93%.

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 fail to maintain the specified level of network availability.

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.

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 disruptions in business operations across the 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 of certain site acquisitions and site plans, as well as supply chain issues.

As of March 15, 2022, EVgo had 85 chargers left to install in order to meet its charger-installation milestone for the quarter ending March 31, 2022.

As of March 15, 2022, approximately 2,500 stalls had been approved by GM, of which approximately 2,000 stalls were already in the active engineering and construction development pipeline.

Under the terms of the GM Agreement, GM and EVgo can agree to adjust quarterly charger installation milestones from time to time, provided the quarterly targets for an applicable calendar year must equal the annual target for such year.

Going forward, it is uncertain if these, or other potential issues in the procurement, installation, or energization of chargers, will be resolved in a timely fashion.

Nissan has the right to terminate its agreements with the Company in certain circumstances.

Additionally, EVgo may be subject to monetary penalties if EVgo is unable to fulfill EVgo’s obligations under EVgo’s agreements with Nissan.

On June 13, 2019, EVgo and Nissan entered into 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 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.

If the Company fails to meet future Build Schedule obligations, Nissan may invoke a penalty of up to $35,000 per delayed site, up to 61 sites.

At this time, EVgo believes that its 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.

If Nissan terminates this agreement with EVgo, it may have adverse effects on EVgo’s revenues and results of operations.

The widespread outbreak of an illness or any other communicable disease, or any other public health crisis, such as the COVID-19 pandemic, could have a material adverse effect on EVgo’s business and results of operations.

The global or national outbreak of an illness or any other communicable disease, or any other public health crisis, such as the COVID-19 pandemic, may adversely impact EVgo’s employees and operations and the operations of EVgo’s customers, suppliers, vendors and business partners and negatively impact demand for EV charging.

The impact of COVID-19 has resulted in significant volatility in the global and domestic economies, changes in consumer and business behavior, market downturns and restrictions on business and individual activities has led to overall reduced economic activity.

The COVID-19 pandemic, vaccine mandates and other measures taken by Federal, state and local governments to stop the spread of COVID-19 has impacted EVgo’s operations through reduced demand for EV charging, construction delays and supply chain and shipping constraints.

See “— Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.

” and Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — COVID-19 Outbreak .”

In addition, EVgo has modified EVgo’s business practices in response to the COVID-19 pandemic and currently allow all non-essential personnel to work from home.

EVgo has implemented various safety protocols for essential personnel who must leave their homes for work such as requiring regular certifications of health status to such employees’ supervisors and EVgo’s human resources department.

EVgo may take further actions as may be required by government authorities or that EVgo determines are in the best interests of EVgo’s employees, customers, suppliers, vendors and business partners.

The extent to which the COVID-19 pandemic impacts EVgo’s business, prospects and results of operations will depend on future developments, which cannot be predicted, including, but not limited to, the duration, spread and severity of the pandemic, the emergence of new COVID-19 variants, the actions to contain COVID-19 or treat its impact, and when and to what extent normal economic and operating activities can resume.

The COVID-19 pandemic could limit the ability of customers, suppliers, vendors, permitting agencies, utilities and business partners to perform, including third-party suppliers’ ability to provide components and materials used in charging stations or in providing installation or maintenance services.

Even after the COVID-19 pandemic has subsided, EVgo may continue to experience an adverse impact to EVgo’s business as a result of the pandemic’s global economic impact, including any recession that may occur in the future.

Specifically, difficult macroeconomic conditions, such as decreases in per capita income and levels of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for EVgo’s products and services.

EVgo relies on a limited number of vendors for EVgo’s charging equipment and related support services.

A loss of any of these partners would negatively affect EVgo’s business.

EVgo relies on a limited number of vendors for design, testing and manufacturing of charging equipment which at this stage of the industry is unique to each supplier and thus singularly sourced with respect to components as well as aftermarket maintenance and warranty services.

For the year ended December 31, 2021, EVgo had two vendors that provided 37.3% of EVgo’s total charging equipment and services.

For the year ended December 31, 2020, EVgo had four vendors that provided 84.0% of EVgo’s total charging equipment and services.

This reliance on a limited number of

vendors increases EVgo’s risks, since EVgo does not currently have proven reliable alternative or replacement vendors beyond these key parties.

In the event of production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors, EVgo may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring material additional costs and substantial delays.

See “— Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.

” Thus, EVgo’s business would be adversely affected if one or more of EVgo’s vendors is impacted by any interruption at a particular location.

As the demand for public fast charging increases, the charging equipment vendors may not be able to dedicate sufficient supply chain, production, or sales channel capacity to keep up with the required pace of charging infrastructure expansion.

In addition, as the EV market grows, the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers.

If EVgo or EVgo’s suppliers experience a significant increase in demand, or if EVgo needs to replace an existing supplier, EVgo may not be able to supplement service or replace them on acceptable terms, which may undermine EVgo’s ability to install chargers in a timely manner.

For example, it may take a significant amount of time to identify a vendor that has the capability and resources to supply and/or service charging equipment in sufficient volume.

Identifying and approving suitable vendors could be an extensive process that requires the Company to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices.

Accordingly, a loss of any significant vendor would have an adverse effect on EVgo’s business, financial condition and operating results.

Further, should the Federal government and Congress require that charging equipment be manufactured in the U.S.

in order to access Federal financial support or secure contracts with the Federal government, EVgo will have to source equipment from alternative vendors or work with current vendors to develop manufacturing capacity in the U.S.

to participate in the covered Federal programs.

EVgo’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as EVgo expands the scope of such services with other parties.

Charger installation and construction is typically performed by third-party contractors managed by the Company.

The installation and construction of charging stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires local utility cooperation in design and interconnection request approval and commissioning, as well as various local and other governmental approvals and permits that vary by jurisdiction.

In addition, building codes, accessibility requirements, utility interconnect specifications, review, approval or study lead time or regulations may hinder EV charger installation and construction because they end up costing the developer or installer more in order to meet the code requirements.

In addition, increased demand for the components necessary to install and construct charging stations could lead to higher installed costs.

Meaningful delays or cost overruns caused by EVgo’s vendor supply chains, contractors, utility upgrades scope and delays, or inability of local utilities and approving agencies to cope with the level of activity may impact EVgo’s Build Schedule and revenue recognition in certain cases and/or impact EVgo’s relationships, either of which could impact EVgo’s business and profitability, pace of growth and prospects.

For example, the installation of charger stalls under the GM Agreement have required significant utility upgrades to accommodate the higher capacity chargers.

Delays in these upgrades have in turn caused delays in the construction of the chargers pursuant to the GM Agreement.

If these delays continue or worsen, EVgo may not meet the charger-installation milestones under the GM Agreement.

See “— EVgo will be required to install a substantial number of chargers under EVgo’s agreement with GM .

If EVgo does not meet EVgo’s obligations under this agreement, EVgo may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant .”

Working with contractors may require the Company to obtain licenses or require EVgo or EVgo’s customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation and construction project.

If these contractors are unable to provide timely, thorough and quality installation-related services, EVgo could fall behind EVgo’s construction schedules or cause customers to become dissatisfied with the solutions EVgo offers.

As the demand for public fast charging increases and qualification requirements for contractors become more stringent, EVgo may encounter shortages in the number of qualified contractors available to complete all of

EVgo’s desired installations.

If EVgo fails to timely pay EVgo’s contractors, they may file liens against EVgo’s Site Hosts’ properties, which EVgo is required to remove.

EVgo’s business model is predicated on the presence of qualified and capable electrical and civil contractors and subcontractors in the new markets EVgo intends to enter.

There is no guarantee that there will be an adequate supply of such partners.

A shortage in the number of qualified contractors may impact the viability of the business plan, increase risks around the quality of works performed and increase costs if outside contractors are brought into a new market.

In addition, EVgo’s network expansion plan relies on EVgo’s site development efforts, and EVgo’s business is exposed to risks associated with receiving site control and access necessary for the construction of the charging station and operation of the charging equipment, electrical interconnection and power supply at identified locations sufficient to host chargers on a timely basis.

EVgo generally does not own the land at the charging sites and rely on the site licenses with Site Hosts that convey the right to build, own, and operate the charging equipment on the site.

EVgo may not be able to renew the site licenses or retain site control.

The process of establishing or extending site control and access could take longer or become more competitive.

As the EV market grows, competition for premium sites may intensify, the power distribution grid may require upgrading, electrical interconnection with local utilities may become competitive, all of which may lead to delays in construction and/or commissioning.

As a result, EVgo may be exposed to increased interconnection costs and utility fees, as well as delays, which may slow the pace of EVgo’s network expansion.

Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.

Global trade conditions and consumer trends that originated during the COVID-19 pandemic continue to persist and have created significant disruptions to the global supply chain, which may impact EVgo’s ability to obtain charging equipment and other supplies necessary for EVgo’s business on a timely basis and at anticipated costs.

Additionally, a global shortage of semiconductors has been reported since early 2021 and has caused challenges in the manufacturing industry and impacted the EV supply chain as well.

Any continued or new supply chain disruptions, or shortages in the availability of charging equipment from EVgo’s suppliers, could adversely affect EVgo’s business and operating results.

In addition, the conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets and industries that could negatively impact EVgo’s supply chain.

government and other governments have already imposed severe sanctions and export controls against Russia and Russian interests and may yet impose additional sanctions and controls.

The impact of these measures, as well as potential responses to them by Russia, is currently unknown and could adversely affect EVgo’s supply chain, which, in turn, could affect EVgo’s business and operating results.

If EVgo is unable to attract and retain key employees and hire qualified management, technical, engineering, financial, legal, sales, marketing and business development personnel, EVgo’s ability to compete and successfully grow EVgo’s business and customer base would be harmed.

EVgo’s success depends, in part, on EVgo’s continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel.

The inability to do so effectively would adversely affect EVgo’s business.

Competition for employees can be intense and the ability to attract, hire and retain them depends on EVgo’s ability to provide meaningful work at competitive compensation.

EVgo may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so would adversely affect EVgo’s business, including the execution of EVgo’s growth business strategy.

EVgo may need to raise additional funds and these funds may not be available when needed or may be available only on unfavorable terms.

EVgo may need to raise additional capital in the future to further scale EVgo’s business and expand EVgo’s charging network.

EVgo may raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions or through grant funding.

EVgo cannot be certain that additional funds or incentives will be available on favorable terms when required, or at all, or that EVgo will be able to capture expected grant funding under various existing and new state and local programs in the future.

If EVgo cannot raise additional funds when needed, EVgo’s financial condition, results of operations, business and prospects could be

materially and adversely affected.

If EVgo raises funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict EVgo’s business, or other unfavorable terms.

In addition, to the extent EVgo raises funds through the sale of additional equity securities, EVgo’s stockholders would experience additional dilution.

Many of EVgo’s facilities are located in active earthquake zones or in areas susceptible to hurricanes, wildfires and other severe weather events, which would be impacted by the effects of climate change.

Many of EVgo’s facilities are located in California, an active earthquake zone, and Florida and Texas, areas susceptible to hurricanes.

The occurrence of a natural disaster such as an earthquake, hurricane, drought, flood, fire (such as the recent extensive wildfires in California, Oregon and Colorado), localized extended outages of critical utilities (as seen in California and Texas) or transportation systems, or any critical resource shortages could cause a significant interruption in EVgo’s business, damage or destroy EVgo’s facilities or inventory, and cause the Company to incur significant costs, any of which could harm EVgo’s business, financial condition, and results of operations.

Climate change may also result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact EVgo’s business.

Such physical risks may result in damage to EVgo’s facilities or otherwise adversely impact operations.

The insurance EVgo maintains against fires, earthquakes, hurricanes and other disasters and damage may not be adequate to cover losses in any particular case.

In addition, rolling public safety power shut offs in California or other states can affect throughput and/or user acceptance of EVs, as charging may be unavailable at the desired times, or at all during these events.

These shut offs could also affect the ability of fleet operators to charge their EVs, which, for example, could adversely affect transportation schedules or any service level agreements to which either EVgo or the fleet operator may be a party.

If these events persist, the demand for EVs could decline, which would result in reduced demand for charging.

Further, severe natural disasters could affect vendors’ data centers in a temporal or longer-term fashion which would adversely affect EVgo’s ability to operate EVgo’s network.

EVgo’s charging stations are often located in areas that are publicly accessible and may be exposed to vandalism or misuse by customers or other individuals, which would increase EVgo’s replacement and maintenance costs.

EVgo’s public chargers may also be exposed to vandalism or misuse by customers and other individuals, increasing wear and tear of the charging equipment.

Such increased wear and tear could shorten the usable lifespan of the chargers and require the Company to increase EVgo’s spending on replacement and maintenance costs.

EVgo is dependent upon the availability of electricity at EVgo’s current and future charging stations.

Cost increases, delays and/or other restrictions on the availability of electricity would adversely affect EVgo’s business and results of EVgo’s operations.

The operation and development of EVgo’s charging stations is dependent upon the availability of electricity, which is beyond EVgo’s control.

EVgo’s charging stations are affected by problems accessing electricity sources, such as planned or unplanned power outages.

In recent years, shortages of electricity have resulted in increased costs to users and interruptions in service.

In particular, California has experienced rolling blackouts due to excessive demands on the electrical grid or as precautionary measures against the risk of wildfire.

Similarly, in 2021, Texas experienced failures in its electrical grid due to severe weather.

In the event of a power outage, EVgo will be dependent on the utility company, and in some cases the Site Host, to restore power.

Any prolonged power outage could adversely affect customer experience and EVgo’s business and results of operations.

Changes in utility electricity pricing or new and restrictive constructs from regulations applicable to pricing may adversely impact future operating results.

For example, some jurisdictions have required the Company to switch from pricing on a per-minute basis to a per-kWh basis, and other jurisdictions may follow suit.

Utility rates may change in a way that adversely affects fast charging or in a way that may limit EVgo’s ability to access certain beneficial rate schedules.

In addition, utilities or other regulated entities with monopoly power may receive authority to provide charging services that result in an anti-competitive advantage relative to the Company and other private sector operators.

Some of EVgo’s business objectives are dependent upon the purchase of renewable energy certificates and an increase in the cost of such certificates may adversely impact EVgo’s business and results of operations.

As part of EVgo’s business strategy, EVgo markets the electricity provided from EVgo’s charging stations as 100% renewable.

Therefore, EVgo purchases various RECs in order to qualify the electricity EVgo distributes through charging stations as renewable.

Several states have passed renewable energy portfolio standards, which set a minimum percentage of energy that must be generated from renewable sources.

These standards may require utilities or load serving entities to acquire RECs annually in order to demonstrate their compliance.

Other regulations may also impact the supply of, and demand for, such RECs.

While higher renewable energy portfolio standards may also increase the amount of renewable energy available, EVgo cannot predict the impact such regulations may have on the price or availability of RECs.

If EVgo is unable to purchase a sufficient amount of RECs, EVgo may be unable to achieve this objective, which may negatively impact EVgo’s reputation in the marketplace.

If the cost of RECs increases, EVgo may be unable to fully pass the higher cost of RECs through to EVgo’s customers and increases in the price of RECs may decrease EVgo’s results of operations.

EVgo’s success depends on EVgo’s ability to develop and maintain relationships with automotive OEM and fleet partners.

The success of EVgo’s business depends on EVgo’s ability to develop and maintain relationships with OEMs, such as GM, Nissan, Tesla and others.

These relationships help the Company access new customers and build brand awareness through co-marketing.

EVgo may also benefit from promotional programs sponsored by OEMs, such as prepaid charging credits.

In some cases, EVgo’s OEM partners have agreed to fund capital expenditures related to the build out of EVgo’s charger network.

For example, GM is providing payments for performance obligations that will help fund the accelerated build-out of 3,250 charger stalls for EVgo’s fast charger network over five years.

If EVgo fails to maintain or develop relationships with OEMs, or if OEMs opt to partner with competitors rather than the Company, EVgo’s revenues may decline and EVgo’s business may suffer.

There can be no certainty that EVgo will be able to identify and contract with suitable additional OEM and fleet partners.

To the extent EVgo identifies such partners, EVgo will need to negotiate the terms of a commercial agreement with such partners.

There can be no assurance that EVgo will be able to negotiate commercially attractive terms with additional OEM and fleet partners, if at all.

EVgo may also be limited in negotiating future commercial agreements by the provisions of EVgo’s existing contracts such as “most-favored nations” clauses.

For example, EVgo’s contracts with GM and Nissan prohibit the Company from entering into agreements for similar programs on terms more favorable than the terms afforded to GM and Nissan under their respective agreements for a limited period of time.

See Part I, Item 1, “ Business — Customers, Partnerships and Strategic Relationships .”

In addition, EVgo may be unable to maintain successful relationships with EVgo’s OEM and fleet partners.

Some of EVgo’s existing agreements require the Company to meet specified performance criteria.

If EVgo fails to meet such criteria, the agreements could be terminated and EVgo may be obligated to pay significant penalties or other damages.

If an agreement is terminated, any support payments pursuant to the contract would cease.

Finally, if OEMs observe the Company failing to meet EVgo’s specified performance criteria, EVgo’s reputation may be damaged and it may become more difficult for the Company to establish new partnerships with OEMs.

EVgo’s revenue growth will depend in significant part on EVgo’s ability to increase sales of EVgo’s products and services to fleet operators, including medium- and heavy-duty vehicle fleets and rideshare operators.

The electrification of fleets is an emerging market, and fleet operators may not adopt EVs on a widespread basis, operate on the timelines EVgo anticipates or rely on public and/or private fast charging and EVgo’s network.

In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption.

The sales cycle could also be longer for sales to fleet operators with formal procurement processes.

Fleet operators may also require significant additional services and support, and if EVgo is unable to provide

such services and support, it may adversely affect EVgo’s ability to attract additional fleet operators as customers.

Any failure to attract and retain fleet operators as customers in the future would adversely affect EVgo’s business and results of operations.

If EVgo fails to offer high-quality support to Site Host sites and drivers or fails to maintain high charger availability and strong user experience, EVgo’s business and reputation will suffer.

Once EVgo’s charging stations are installed, Site Host sites and drivers will rely on the Company to provide maintenance services to resolve any issues that might arise in the future.

Rapid and high-quality customer and equipment support is important so drivers can receive reliable charging for their EVs.

The importance of high-quality customer and equipment support will increase as EVgo seeks to expand EVgo’s business and pursue new customers and geographies.

If EVgo does not quickly resolve issues and provide effective support, EVgo’s ability to retain customers or sell additional products and services to existing customers could suffer and EVgo’s brand and reputation could be harmed.

Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm EVgo’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in EVgo’s services and operations and loss, misuse or theft of data.

Computer malware, viruses, ransomware, hacking, phishing attacks or denial-of-service attacks, against online networks have become more prevalent and may occur on EVgo’s systems.

Any attempts to disrupt EVgo’s services or systems could harm EVgo’s business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, result in fines, penalties or other liabilities and damage EVgo’s reputation or brand.

Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks and similar disruptions.

Even with the security measures implemented by the Company, such as managed security services that are designed to detect and protect against cyber-attacks and similar disruptions, and any additional measures EVgo may implement or adopt in the future, EVgo’s facilities and systems, and those of EVgo’s third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, or other events.

Efforts to prevent cyberattacks and similar disruptions are expensive to implement and, as the regulatory framework for data privacy and security worldwide continues to evolve and develop, EVgo may incur additional significant costs to comply with new or existing laws, regulations and other obligations, and EVgo may not be able to cause the implementation or enforcement of such preventions or compliance with such laws and regulations with respect to EVgo’s third-party vendors.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, an inability to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm EVgo’s reputation, brand and ability to attract customers.

EVgo has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints.

EVgo relies on data carrier networks to support reliable operation, management and maintenance of EVgo’s charger network, charging session management, driver authentication, and payment processing, all of which depend on reliable connections with wireless communications networks.

As a result, EVgo’s operations depend on a handful of public carriers and are exposed to disruptions related to network outages and other communications issues on the carrier networks.

See “— Risks Related to EVgo’s Technology , Intellectual Property and Infrastructure — Interruptions , delays in service, communications outages or inability to increase capacity at third-party data center facilities could impair the use or functionality of EVgo’s subscription services, harm EVgo’s business and subject the Company to liability .” If EVgo’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for EVgo’s solutions from customers.

There are several factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures designed to enable the Company to recover from a disaster or catastrophe, including by lengthening the time services are partially or fully unavailable to customers and users.

It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect EVgo’s business and financial results.

Growing EVgo’s customer base depends upon the effective operation of EVgo’s mobile applications with mobile operating systems, networks and standards that EVgo does not control.

EVgo is dependent on the interoperability of EVgo’s mobile applications with popular mobile operating systems that EVgo does not control, such as Google’s Android and Apple’s iOS, and any changes in such systems that degrade EVgo’s products’ functionality or give preferential treatment to competitive products could adversely affect the usage of EVgo’s applications on mobile devices.

Additionally, in order to deliver high quality mobile products, it is important that EVgo’s products work well with a range of mobile technologies, systems, networks and standards that EVgo does not control.

EVgo may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards.

In addition, a significant portion of EVgo’s software platform depends on EVgo’s partnership with Driivz, an EV charging management platform.

If for any reason Driivz is unable to effectively support EVgo’s software platform, EVgo’s business could be adversely impacted.

Furthermore, if for any reason EVgo is no longer able to maintain that partnership, EVgo may face a material challenge in efficiently migrating EVgo’s software offering to a new partner.

EVgo is subject to risks associated with integrating the Recargo acquisition and should EVgo pursue additional acquisitions in the future, EVgo would be subject to risks associated with completing and integrating such acquisitions.

On July 9, 2021, EVgo acquired Recargo for $25 million in cash, including repayment of $3 million of indebtedness.

Recargo is an EV cloud-based data solution provider formed in 2009 and focused on EV app development, market research, data licensing, reporting and advertising.

EVgo continues to be subject to risks with fully integrating the Recargo personnel as well as the technology platforms acquired.

EVgo may acquire additional assets, products, technologies or businesses that are complementary to EVgo’s existing business and strategic direction.

The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into EVgo’s own business and operations would require attention from management and could result in a diversion of resources from EVgo’s existing business, which in turn could have an adverse effect on EVgo’s operations.

Acquired assets or businesses may not generate the expected financial results.

Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities or securities convertible into equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Moreover, the costs of identifying and consummating acquisitions may be significant.

Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect EVgo’s business, financial conditions and results of operations .

Risks Related to the EV Market

Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for EVgo’s products and services.

Regulatory initiatives that required an increase in the mileage capabilities of cars and consumption of renewable transportation fuels, such as ethanol and biodiesel, have helped increase consumer acceptance of EVs and other alternative vehicles.

However, the EV fueling model is different from gasoline and other fuel models, requiring behavior changes and education of businesses, consumers, regulatory bodies, local utilities, and other stakeholders.

Further developments in, and improvements in affordability of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed natural gas, proliferation of hybrid powertrains involving such alternative fuels, or improvements in the fuel economy of ICE vehicles, whether as the result of regulation or otherwise, may materially and adversely affect demand for EVs and EV charging stations in some market verticals.

Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs.

Local jurisdictions may also impose restrictions on urban driving due to congestion, which may prioritize and accelerate micromobility trends and slow EV adoption growth.

Finally, the currently paused litigation between the state of California and the NHTSA could impact California’s ability to set fuel economy standards that encourage the adoption of EVs, which are followed by many other states, should the Biden Administration not substantially modify NHTSA and the EPA’s current rules on preemption in its pending reconsideration of these rules.

If any of the above cause or contribute to automakers reducing the availability

of EV models or cause or contribute to consumers or businesses no longer purchasing EVs or purchase fewer of them, it would materially and adversely affect EVgo’s business, operating results, financial condition and prospects.

The rideshare and commercial fleets may not electrify as quickly as expected and may not rely on public fast charging or on EVgo’s network as much as expected.

Future demand for or availability of battery EVs from the medium- and heavy-duty vehicle segment may not develop as anticipated or take longer to develop than expected.

The EV market is in the early stages of development and the medium- and heavy-duty vehicle segments, often particularly exposed to economic cycles, may not electrify as expected.

The medium- and heavy-duty vehicle fleets that lend themselves well to electrification via EV powertrains are often linked to municipal and commercial budgets and may take longer to electrify as a result of budget or business constraints and administrative approvals.

The mix of zero and low emission powertrains in certain vehicle classes and use cases in the medium- and heavy-duty sector may evolve less favorably for EV solutions due to future development of technologies and policy incentives that may favor existing diesel fuel, hybrid, natural gas or hydrogen fuel cell drivetrains.

Medium- and heavy-duty vehicle OEMs may choose not to or may not be able to manufacture EVs in sufficient quantities or at all.

EVgo derives a substantial portion of EVgo’s revenue from the sale of regulatory credits.

There are a number of factors beyond EVgo’s control that could have a material adverse effect on EVgo’s ability to generate such revenue.

In connection with the production, delivery, placement into service and ongoing operation of charging stations, EVgo earns and expects to continue to earn various tradable regulatory credits, in particular California’s LCFS credits.

EVgo currently participates in California’s LCFS, Oregon’s LCFS, and California’s FCI programs.

EVgo sells these credits, and expect to continue to sell future credits, to entities that generate deficits under the LCFS programs and are obligated to purchase the credits and use them to offset their deficits or emissions, primarily petroleum refiners and marketers, and other entities that can use the credits to comply with the program requirements.

However, there is no guarantee that such credits will continue to be available for sale at prices forecasted by the Company, or that regulatory restrictions would not be imposed on the proceeds from the sale of such credits in the future.

See “— The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations.

The reduction, modification or elimination of such benefits could adversely affect EVgo’s financial results .” For example, LCFS credit pricing may fluctuate and may come under pressure if clean fuels, possibly including EVs, achieve a higher-than-expected market penetration.

Further, EVgo may not be able to market all LCFS credits, may have to sell LCFS credits at below projected prices or may not be able to sell LCFS credits at all.

In addition, LCFS program rules may be revised in the future in ways that disadvantage certain types of clean fuels, including charging electricity used in EVs, or may not be extended further.

The related FCI program provides incentives to owners of EV fast chargers put in place in 2019 and after and is designed to compensate for low utilization in the near term.

However, there is no guarantee that the FCI program will not be terminated or amended or that the LCFS credits under the FCI program will continue to be available for sale.

EVgo’s inability to generate revenue from the sale of regulatory credits could have a materially adverse effect on EVgo’s future financial results.

The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations.

The reduction, modification or elimination of such benefits could adversely affect EVgo’s financial results.

Federal government and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits.

The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations.

However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.

In particular, EVgo has benefitted from the availability of Federal tax credits under Section 30C of the Code, which effectively subsidize the cost of placing in service EVgo’s charging stations.

The credits under Section 30C of the Code expired on December 31, 2021 and thus are not available going forward for EV charging stations placed in service after such date unless such credits are extended retroactively.

Current legislation proposals include an extension of the credits under Section 30C of the Code as of and after December 31, 2021;

however, there can be no assurance that the

credits under Section 30C of the Code will be extended, or if extended, that such extension will be effective retroactively or that the credits will not be otherwise reduced.

Any reduction in rebates, tax credits or other financial incentives, including the credit under Section 30C of the Code, could negatively affect the EV market and adversely impact EVgo’s business operations and expansion potential.

In addition, there is no assurance EVgo will have the necessary tax attributes to utilize any such credits that are available and may not be able to monetize them given the nascent state of the market for such credits or be able to monetize such credits on favorable terms.

New tariffs and policies that could incentivize overbuilding of infrastructure may also have a negative impact on the economics of EVgo’s stations.

Furthermore, new tariffs and policy incentives could be put in place by the Biden Administration that favor equipment manufactured by or assembled at American factories, which may put EVgo’s fast charging equipment vendors at a competitive disadvantage, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating EVgo’s ability to apply or qualify for grants and other government incentives, or by disqualifying the Company from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by Federal government agencies.

As noted above, EVgo also derives revenue from the sale of regulatory credits and expect that such revenue will increase as a percentage of total revenue over time.

If the availability of these credits declines or the terms of the credits are modified, EVgo’s ability to generate this revenue in the future could be adversely affected.

For example, in November 2021, the California Energy Commission approved a $1.4 billion dollar plan under the Clean Transportation Program for zero-emissions infrastructure, including incentives for EV charging infrastructure.

However, California has also announced a goal for all in-state sales of new passenger cars and trucks to be zero-emission by 2035.

To the extent California or other jurisdictions choose to adopt regulatory mandates instead of establishing or continuing renewable energy credit regimes for EV infrastructure, EVgo’s revenue from these credits could be adversely impacted.

Similarly, new Federal legislation, such as the Infrastructure Investments and Jobs Act signed into law in November 2021 and the proposed Build Back Better bill, contemplates increased support for climate initiatives, including, in some instances, EVs and EV charging infrastructure;

however, it is unclear whether any version of the Build Back Better bill will be enacted, and if enacted, what incentives will be included in the final version, and EVgo cannot predict what form all such incentives may take at this time.

If EVgo is not eligible for grants or other incentives under such programs, while EVgo’s competitors are, it may adversely affect EVgo’s competitiveness or results of operation.

Risks Related to EVgo’s Technology, Intellectual Property and Infrastructure

EVgo may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive, and EVgo’s business could be adversely affected.

From time to time, the holders of intellectual property rights may assert their rights and urge the Company to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights.

There can be no assurance that EVgo will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties.

Accordingly, EVgo may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase EVgo’s operating expenses.

In addition, if EVgo is determined to have or believe there is a high likelihood that EVgo has infringed upon or misappropriated a third party’s intellectual property rights, EVgo may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services EVgo offers, to pay substantial damages and/or royalties, to redesign EVgo’s products and services, and/or to establish and maintain alternative branding.

In addition, to the extent that EVgo’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to EVgo’s products and services, EVgo may be required to indemnify such customers and business partners.

The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees.

Even if EVgo is not a party to any litigation between a customer or business partner and a third party relating to infringement by EVgo’s products, an adverse outcome in any such litigation could make it more difficult for the Company to defend EVgo’s products against intellectual property infringement claims in any subsequent litigation in which EVgo is a named party.

If EVgo were required to take one or more such actions, EVgo’s business, prospects, brand, operating results and financial condition could be materially and adversely affected.

In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity, reputational harm and diversion of resources and management attention.

EVgo’s business may be adversely affected if EVgo is unable to protect its technology and intellectual property from unauthorized use by third parties.

EVgo’s success depends, at least in part, on EVgo’s ability to protect EVgo’s core technology and intellectual property.

To accomplish this, EVgo relies on, and plan to continue relying on, a combination of trade secrets (including know-how), employee and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, EVgo’s technology.

As of December 31, 2021, EVgo held 16 patents and had 14 additional patent applications both in the United States and abroad.

Failure to adequately protect EVgo’s technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of EVgo’s competitive advantage and a decrease in revenue which would adversely affect EVgo’s business, prospects, financial condition and operating results.

The measures EVgo takes to protect EVgo’s technology and intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

● the patent application EVgo has submitted may not result in the issuance of any patents;

● the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights;

● the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable;

● current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software;

● know-how and other proprietary information EVgo purports to hold as a trade secret may not qualify as a trade secret under applicable laws;

● proprietary designs and technology embodied in EVgo’s products may be discoverable by third parties through means that do not constitute violations of applicable laws.

Intellectual property and trade secret laws vary significantly throughout the world.

Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

Further, policing the unauthorized use of EVgo’s intellectual property in foreign jurisdictions may be costly, difficult or even impossible.

Therefore, EVgo’s intellectual property rights may not be as strong or as easily enforced outside of the United States.

Any issued patent which may result from the pending patent application may come to be considered “standards essential.” If this is the case, EVgo may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue.

Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of EVgo’s technology and intellectual property, and those derivative works may become directly competitive with EVgo’s offerings.

Finally, EVgo may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by EVgo’s vendors in connection with design and manufacture of EVgo’s products, thereby jeopardizing EVgo’s ability to obtain a competitive advantage over EVgo’s competitors.

The current lack of industry standards may lead to uncertainty, additional competition and further unexpected costs.

The EV industry is new and evolving as are the standards governing EV charging which have not had the benefit of time-tested use cases.

These immature industry standards could result in future incompatibilities and issues that could require significant resources and or time to remedy.

Utilities and other large market participants also mandate their own adoption of specifications that have not become widely adopted in the industry and may hinder innovation or slow new product or new feature introduction.

In addition, automobile manufacturers, such as Tesla, may choose to develop and promulgate their own proprietary charging standards and systems, which could lock out competition for EV charging stations, or to use their size and market position to influence the market, which could limit EVgo’s market and reach to customers, negatively impacting EVgo’s business.

Further, should regulatory bodies later impose a standard that is not compatible with EVgo’s infrastructure or products, EVgo may incur significant costs to adapt EVgo’s business model to the new regulatory standard, which may require

significant time and expense and, as a result, may have a material adverse effect on EVgo’s revenues or results of operations.

EVgo’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage EVgo’s reputation with current or prospective customers, and/or expose the Company to product liability and other claims that could materially and adversely affect EVgo’s business.

EVgo may be subject to claims that charging stations have malfunctioned and persons were injured or purported to be injured due to latent defects.

Any insurance that EVgo carries may not be sufficient or it may not apply to all situations.

Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions.

Any of these events could adversely affect EVgo’s brand, reputation, operating results or financial condition.

EVgo’s software platform is complex and includes a number of licensed third-party commercial and open-source software libraries.

EVgo’s software may contain latent defects or errors that may be difficult to detect and remediate.

EVgo is continuing to evolve the features and functionality of EVgo’s platform through updates and enhancements, and as EVgo does so, EVgo may introduce additional defects or errors that may not be detected until after deployment to customers.

In addition, if EVgo’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect EVgo’s business and results of operations:

● expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

● loss of existing or potential customers or partners;

● interruptions or delays in sales;

● equipment replacements;

● delayed or lost revenue;

● delay or failure to attain market acceptance;

● delay in the development or release of new functionality or improvements;

● negative publicity and reputational harm;

● sales credits or refunds;

● exposure of confidential or proprietary information;

● diversion of development and customer service resources;

● breach of warranty claims;

● legal claims under applicable laws, rules and regulations;

● the expense and risk of litigation.

EVgo also faces the risk that any contractual protections EVgo seeks to include in EVgo’s agreements with customers are rejected, not implemented uniformly or may not fully or effectively protect from claims by customers, resellers, business partners or other third parties.

In addition, any insurance coverage or indemnification obligations of suppliers for EVgo’s benefit may not adequately cover all such claims or cover only a portion of such claims.

A successful product liability, warranty, or other similar claim could have an adverse effect on EVgo’s business, operating results, and financial condition.

In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

Interruptions, delays in service, communications outages or inability to increase capacity at third-party data center facilities could impair the use or functionality of EVgo’s subscription services, harm EVgo’s business and subject the Company to liability.

EVgo currently serves customers from third-party data center facilities operated by Amazon Web Services and Google, as well as others.

All EVgo’s services are housed in third-party data centers operated in the United States, and

EVgo employs geographically distributed, redundant back-up data centers for all services.

Any outage or failure of such data centers could negatively affect EVgo’s product connectivity and performance.

EVgo’s primary environments are operated by Google and Amazon, and any interruptions of these primary and backup data centers could negatively affect EVgo’s product connectivity and performance.

Furthermore, EVgo depends on connectivity from EVgo’s charging stations to EVgo’s data centers through cellular service and virtual private networking providers, such as AT&T and Verizon.

Any incident affecting a data center facility’s or cellular and/or virtual private networking services provider’s infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of EVgo’s services.

Any damage to, or failure of, EVgo’s systems, or those of EVgo’s third-party providers, could interrupt or hinder the use or functionality of EVgo’s services.

Impairment of or interruptions in EVgo’s services may reduce revenue, subject the Company to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and EVgo’s ability to attract new customers.

EVgo’s business will also be harmed if customers and potential customers believe EVgo’s products and services are unreliable.

The EV charging market is characterized by rapid technological change, which requires the Company to continue to develop new products and product innovations.

Any delays in such development could adversely affect market adoption of EVgo’s products and financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, continuing and increasing reliance on EV charging infrastructure and/or the use of EVgo’s products and services.

EVgo’s future success will depend in part upon EVgo’s ability to develop and introduce a variety of new capabilities and innovations to EVgo’s existing product offerings, as well as introduce a variety of new product offerings to address the changing needs of the EV charging market.

As EV technologies change, EVgo may need to upgrade or adapt EVgo’s charging station technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery technology, which could involve substantial costs.

Even if EVgo is able to keep pace with changes in technology and develop new products and services, EVgo’s research and development expenses could increase, EVgo’s gross margins could be adversely affected in some periods and EVgo’s prior products could become obsolete more quickly than expected.

EVgo cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance.

Delays in delivering new products that meet customer requirements could damage EVgo’s relationships with customers and lead them to seek alternative products or services.

Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to use EVgo’s competitors’ products or services.

If EVgo is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, EVgo’s products and services could lose market share, EVgo’s revenue will decline, EVgo may experience higher operating losses and EVgo’s business and prospects will be adversely affected.

EVgo expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce EVgo’s profitability and may never result in revenue to the Company.

EVgo’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance.

EVgo plans to incur significant research and development costs in the future as part of EVgo’s efforts to design, develop, manufacture and introduce new products and enhance existing products.

Further, EVgo’s research and development program may not produce successful results, and EVgo’s new products may not achieve market acceptance, create additional revenue or become profitable.

EVgo may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.

EVgo relies on data collected through charging stations or EVgo’s mobile application.

EVgo uses this data in connection with the research, development and analysis of EVgo’s technologies, creating and delivering value-add customer services, and in assessing future charger locations as well as charging station capacities.

EVgo’s inability to obtain necessary rights to use this data for the stations that EVgo does not own or freely transfer this data could result in delays or otherwise negatively impact EVgo’s research and development and expansion efforts and limit EVgo’s ability to derive revenues from value-add customer services.

For instance, consumer privacy regulations may limit EVgo’s ability to make intelligent, data driven business decisions, conduct microtargeting marketing strategy or provide microtargeting-based offerings to EV drivers.

Financial, Tax and Accounting-Related Risks

EVgo’s financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause EVgo’s results for a particular period to fall below expectations, resulting in a decline in the price of EVgo’s common stock.

EVgo’s financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond EVgo’s control.

In addition to the other risks described herein, the following factors could also cause EVgo’s financial condition and results of operations to fluctuate on a quarterly basis:

● the timing and volume of new sales;

● fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations, changes in utility tariffs affecting costs of electricity, increases in property taxes and expenses related to permits, changes in dynamics with Site Host partners that may result in higher site-license fees, change in payment fees and unexpected increases in third-party software costs;

● the timing of new charger installations and new product rollouts;

● weaker than anticipated demand for DC fast charging, whether due to changes in government incentives and policies or due to other conditions;

● fluctuations in sales and marketing, business development or research and development expenses;

● supply chain interruptions and manufacturing or delivery delays;

● the timing and availability of new products relative to customers’ and investors’ expectations;

● the length of the installation cycle for a particular location or market;

● the timing of recognition of any cash received from OEM partners as revenue;

● the impact of COVID-19 on EVgo’s workforce, or those of EVgo’s customers, suppliers, vendors or business partners;

● disruptions in sales, production, service or other business activities or EVgo’s inability to attract and retain qualified personnel;

● unanticipated changes in Federal, state, local, or foreign government incentive programs, which can affect demand for EVs ;

● unanticipated emergence of new market entrants and various strategic actions by incumbents that might lead to intensifying competition and thus worsened operational results;

● the potential adoption of time-of-day or time-of-use rates by local utilities, which may reduce EVgo’s margins;

● seasonal fluctuations in driving patterns.

Fluctuations in operating results and cash flow could, among other things, give rise to short-term liquidity issues.

In addition, revenue, and other operating results may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of the common stock.

EVgo has identified material weaknesses in its internal controls over financial reporting.

If EVgo is unable to remediate these material weaknesses, or if EVgo identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls over financial reporting, this may result in material misstatements of EVgo’s consolidated financial statements or cause the Company to fail to meet EVgo’s periodic reporting obligations.

As a public company, EVgo is required to provide management’s attestation on internal control over financial reporting.

Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that became applicable after the CRIS Business Combination.

If EVgo is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in a timely manner or with adequate compliance, EVgo may not be able to assess whether EVgo’s internal control over financial reporting is effective, which may subject the Company to adverse regulatory consequences and could harm investor confidence.

In connection with the preparation of the Company’s unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021, EVgo Holdco’s unaudited condensed consolidated financial statement as of and for the nine months ended September 30, 2020 and EVgo Holdco’s audited consolidated financial statements as of and for the year ended December 31, 2020, material weaknesses were identified in the Company’s internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of EVgo’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

EVgo did not design or maintain an effective control environment commensurate with EVgo’s financial reporting requirements.

Specifically, material weaknesses were identified with respect to segregation of duties and review;

account reconciliations, preparation of supporting documentation and analysis;

effective review of technical accounting matters;

separate review and approval of journal entries;

and review of key inputs for estimates of asset retirement obligations.

These material weaknesses resulted in material misstatements that were corrected prior to the issuance of EVgo Holdco’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019.

The material weaknesses could result in future misstatements of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

There were material misstatements in EVgo Holdco’s financial statements as of September 30, 2020 and for the period from January 16, 2020 through September 30, 2020 that were not corrected before the issuance of the September 30, 2020 condensed consolidated financial statements.

These material misstatements related to the incorrect accounting of a contingent transaction bonus that was erroneously included in the acquisition price in push-down accounting.

These adjustments were corrected in EVgo Holdco’s consolidated financial statements as of and for the year ended December 31, 2020 and resulted in a decrease of $4.2 million in goodwill and member’s equity as of January 16, 2020 and an increase in net loss of $5.3 million.

In order to address these identified material weaknesses, EVgo has increased resources within EVgo’s organization, including the expansion of EVgo’s accounting, control and compliance functions (including but not limited to hiring of a Director of SEC Reporting, Vice President of Internal Audit, Director of Tax and two Accounting Managers) to develop and implement continued improvements and enhancements to address the overall deficiencies that led to the material weaknesses.

These additions will enable the Company to address the material weaknesses that were identified.

EVgo is in the process of documenting existing, and implementing additional, internal controls over financial reporting.

Additionally, EVgo has engaged external consultants to assist with documentation of EVgo’s existing internal controls over financial reporting and identification of control gaps, including the existing material weaknesses, to be remediated.

As of December 31, 2021, EVgo has remediated the material weakness related to the review and approval of journal entries.

As new personnel are integrated and processes and controls are updated, the identification of additional remediation opportunities is anticipated.

Finally, additional training programs are being implemented for the finance and accounting staff related to the requirements of being a public company and internal controls over financial reporting.

In order to maintain and improve the effectiveness of EVgo’s internal control over financial reporting, EVgo has expended and expects to continue to expend, significant resources, including accounting-related and IT-related costs and significant management oversight.

In addition, EVgo’s independent registered public accounting firm is not required to formally attest to the effectiveness of EVgo’s internal control over financial reporting until after EVgo is no longer an “emerging growth company” as defined in the JOBS Act.

Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results and could cause a decline in the price of the Company’s Class A common stock.

Changes to applicable U.S.

tax laws and regulations or exposure to additional income tax liabilities could affect EVgo’s and EVgo OpCo’s business and future profitability.

EVgo has no material assets other than its indirect interest in EVgo OpCo, which holds, directly or indirectly, all of the operating assets of the EVgo business.

EVgo OpCo generally will not be subject to U.S.

Federal income tax but may be subject to certain U.S.

state and local and non-U.S.

EVgo is a U.S.

corporation that will be subject to U.S.

corporate income tax on EVgo’s worldwide operations, including EVgo’s share of income of EVgo OpCo.

Moreover, EVgo’s operations and customers are located in the United States.

As a result, EVgo and EVgo OpCo are subject to various U.S.

Federal, state and local taxes, and EVgo’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

● changes in the valuation of EVgo’s deferred tax assets and liabilities;

● expected timing and amount of the release of any tax valuation allowances;

● tax effects of share-based compensation;

● changes in tax laws, regulations or interpretations thereof.

For example, President Biden and the House of Representatives have set forth several tax proposals that would, if enacted, make significant changes to U.S.

Such proposals include, but are not limited to, (i) an increase in the U.S.

income tax rate applicable to corporations, and (ii) an increase in the U.S.

Federal income tax rate for long-term capital gain for certain taxpayers with income in excess of a threshold amount.

Congress may consider, and could include, some or all of these proposals in connection with tax reform to be undertaken by the current administration.

It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect.

The passage of any legislation as a result of these proposals and other similar changes in U.S.

Federal income tax laws could adversely affect EVgo’s or EVgo OpCo’s business and future profitability.

Additionally, EVgo has benefitted from the availability of Federal tax credits under Section 30C of the Code, which effectively subsidize the cost of placing in service EVgo’s charging stations.

Current legislation proposals include an extension of the credits under Section 30C of the Code as of and after December 31, 2021;

however, there can be no assurance that the credits under Section 30C of the Code will be extended, or if extended, that such extension will be effective retroactively or that the credits will not be otherwise reduced.

Any reduction in tax credits, including the credit under Section 30C of the Code, could negatively affect the EV market and adversely impact EVgo’s and EVgo OpCo’s business operations and expansion potential.

EVgo also may be subject to audits of EVgo’s or EVgo OpCo’s income, sales and other transaction taxes by U.S.

Federal, state, and local taxing authorities.

Outcomes from these audits could have an adverse effect on EVgo’s operating results and financial condition.

As a result of plans to expand EVgo’s business operations, including to jurisdictions in which tax laws may not be favorable, EVgo’s and EVgo OpCo’s obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect EVgo’s or EVgo OpCo’s after-tax profitability and financial results.

In the event EVgo’s operating business expands domestically or internationally, EVgo’s and EVgo OpCo’s effective tax rates may fluctuate widely in the future.

Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in deferred tax assets and liabilities, or changes in tax laws.

Additionally, EVgo and EVgo OpCo may be subject to tax on more than 100% of EVgo’s income as a result of such income being subject to tax in multiple state, local or non-U.S.

jurisdictions.

Factors that could materially affect EVgo’s

and EVgo OpCo’s future effective tax rates include but are not limited to:

(a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of EVgo’s business.

Additionally, EVgo and EVgo OpCo may be subject to significant income, withholding and other tax obligations in the United States and may become subject to taxation in numerous additional state, local and non-U.S.

jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

EVgo’s and EVgo OpCo’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of share-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and (i) the ability to structure business operations in an efficient and competitive manner.

Outcomes from audits or examinations by taxing authorities could have an adverse effect on EVgo’s or EVgo OpCo’s after-tax profitability and financial condition.

Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles.

Tax authorities could disagree with EVgo’s or EVgo OpCo’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes.

If EVgo or EVgo OpCo, as applicable, do not prevail in any such disagreements, EVgo’s profitability may be adversely affected.

EVgo’s or EVgo OpCo’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

Inflation could adversely affect EVgo’s business and financial results.

Inflation, which increased significantly during 2021, could adversely affect the Company by increasing the costs of materials and labor needed to operate EVgo’s business and could continue to adversely affect the Company in future periods.

If this current inflationary environment continues, there can be no assurance that EVgo would be able to recover related cost increases through price increases, which could result in downward pressure on EVgo’s operating margins.

As a result, EVgo’s financial condition, results of operations, and cash flows, could be adversely affected over time.

Risks Related to EVgo’s “Up-C” Structure and the Tax Receivable Agreement

EVgo Holdings owns the majority of EVgo’s voting stock and therefore has the right to appoint a majority of EVgo’s board members, and its interests may conflict with those of other stockholders.

EVgo Holdings owns the majority of EVgo’s voting stock and is therefore entitled to appoint the majority of the Board of Directors.

As a result, EVgo Holdings is able to substantially influence matters requiring EVgo’s stockholder or board approval, including the election of directors, approval of any of EVgo’s potential acquisitions, changes to EVgo’s organizational documents and significant corporate transactions.

This concentration of ownership makes it unlikely that any other holder or group of holders of Class A common stock will be able to affect the way EVgo is managed or the direction of EVgo’s business.

The interests of EVgo Holdings with respect to matters potentially or actually involving or affecting the Company, such as future acquisitions, financings and other corporate opportunities and attempts to acquire the Company, may conflict with the interests of EVgo’s other stockholders.

For example, EVgo Holdings may have different tax positions from the Company, especially in light of the Tax Receivable Agreement that could influence its decisions regarding whether and when to support the disposition of assets or the incurrence or refinancing of new or existing indebtedness, or the termination of the Tax Receivable Agreement and acceleration of EVgo’s obligations thereunder.

In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to EVgo’s tax reporting positions may take into consideration tax or other considerations of EVgo Holdings, including the effect of such positions on EVgo’s obligations under the Tax Receivable Agreement, which may differ from EVgo’s considerations or the

considerations of other stockholders.

Please read Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — CRIS Business Combination ” in this Annual Report .

EVgo’s only principal asset is EVgo’s interest in Thunder Sub, which, in turn, holds only units issued by EVgo OpCo;

accordingly, EVgo depends on distributions from EVgo OpCo and Thunder Sub to pay taxes, make payments under the Tax Receivable Agreement and cover EVgo’s corporate and other overhead expenses.

EVgo is a holding company and has no material assets other than EVgo’s ownership interest in Thunder Sub.

Thunder Sub only holds EVgo OpCo Units, which at the time immediately following the CRIS Close Date were equal to the number of shares of Class A common stock issued and outstanding after giving effect to the CRIS Business Combination and the PIPE.

Neither EVgo nor Thunder Sub has independent means of generating revenue or cash flow.

To the extent EVgo OpCo has available cash and subject to the terms of any current or future debt instruments, the EVgo OpCo A&R LLC Agreement requires EVgo OpCo to make pro rata cash distributions to holders of EVgo OpCo Units, including Thunder Sub, in an amount sufficient to allow the Company Group to pay its taxes and to make payments under the Tax Receivable Agreement.

EVgo generally expects EVgo OpCo to fund such distributions out of available cash, and if payments under the Tax Receivable Agreement are accelerated, EVgo generally expects to fund such accelerated payments out of the proceeds of the change of control transaction giving rise to such acceleration.

When EVgo OpCo makes distributions, the holders of EVgo OpCo Units will be entitled to receive proportionate distributions based on their interests in EVgo OpCo at the time of such distribution.

In addition, the EVgo OpCo A&R LLC Agreement requires EVgo OpCo to make non-pro rata payments to Thunder Sub to reimburse it for its corporate and other overhead expenses, which payments are not treated as distributions under the EVgo OpCo A&R LLC Agreement.

To the extent that EVgo needs funds and EVgo OpCo or its subsidiaries are restricted from making such distributions or payments under applicable law or regulation or under the terms of any current or future financing arrangements, or are otherwise unable to provide such funds, EVgo’s liquidity and financial condition could be materially adversely affected.

Moreover, because EVgo has no independent means of generating revenue, EVgo’s ability to make tax payments and payments under the Tax Receivable Agreement is dependent on the ability of EVgo OpCo to make distributions to Thunder Sub in an amount sufficient to cover the Company Group’s tax obligations and obligations under the Tax Receivable Agreement.

This ability, in turn, may depend on the ability of EVgo OpCo’s subsidiaries to make distributions to it.

The ability of EVgo OpCo, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and (ii) restrictions in relevant debt instruments issued by EVgo OpCo or its subsidiaries and other entities in which it directly or indirectly holds an equity interest.

To the extent that EVgo is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

EVgo will be required to make payments under the Tax Receivable Agreement for certain tax benefits that EVgo may claim, and the amounts of such payments could be significant.

In connection with the CRIS Business Combination, EVgo entered into the Tax Receivable Agreement.

This agreement generally provides for the payment by the Company Group to EVgo Holdings of 85% of the net cash savings, if any, in U.S.

Federal, state and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that Company Group actually realizes (or is deemed to realize in certain circumstances) in periods after the consummation of the CRIS Business Combination as a result of certain increases in tax basis available to the Company Group as a result of the CRIS Business Combination, the acquisition of EVgo OpCo Units pursuant to an exercise of the EVgo OpCo Unit Redemption Right (as defined in the EVgo OpCo A&R LLC Agreement) or the Call Right (as defined in the EVgo OpCo A&R LLC Agreement) (including any increases in tax basis relating to prior transfers of such EVgo OpCo Units that will be available to the Company Group as a result of its acquisition of such EVgo OpCo Units), and certain benefits attributable to imputed interest.

The Company Group will retain the benefit of the remaining net cash savings, if any.

The term of the Tax Receivable Agreement commenced upon the consummation of the CRIS Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired, and all required payments are made, unless the Company Group exercises its right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances, including the Company Group’s breach of a

material obligation thereunder or certain mergers or other changes of control), and the Company Group makes the termination payment specified in the Tax Receivable Agreement.

In addition, payments the Company Group makes under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return.

During the year ended December 31, 2021, no transactions occurred that resulted in a cash tax savings benefit that would have triggered the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are the Company Group’s obligations and not obligations of EVgo OpCo, and EVgo expects that the payments the Company Group will be required to make under the Tax Receivable Agreement will be substantial.

Estimating the amount and timing of the Company Group’s realization of tax benefits subject to the Tax Receivable Agreement is by its nature imprecise.

The actual increases in tax basis covered by the Tax Receivable Agreement, as well as the amount and timing of the Company Group’s ability to use any deductions (or decreases in gain or increases in loss) arising from such increases in tax basis, are dependent upon future events, including but not limited to the timing of redemptions of EVgo OpCo Units, the price of Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming member’s tax basis in its EVgo OpCo Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character, and timing of taxable income the Company Group generates in the future, the timing and amount of any earlier payments that the Company Group may have made under the Tax Receivable Agreement, the U.S.

Federal income tax rate then applicable, and the portion of the Company Group’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.

Accordingly, estimating the amount and timing of payments that may become due under the Tax Receivable Agreement is also by its nature imprecise.

For purposes of the Tax Receivable Agreement, net cash savings in tax generally are calculated by comparing the Company Group’s actual tax liability (determined by using the actual applicable U.S.

Federal income tax rate and an assumed combined state and local income tax rate) to the amount the Company Group would have been required to pay had it not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement.

Thus, the amount and timing of any payments under the Tax Receivable Agreement are also dependent upon significant future events, including those noted above in respect of estimating the amount and timing of the Company Group’s realization of tax benefits.

Any distributions made by EVgo OpCo to the Company Group to enable the Company Group to make payments under the Tax Receivable Agreement, as well as any corresponding pro rata distributions made to the other holders of EVgo OpCo Units, could have an adverse impact on EVgo’s liquidity.

Payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having an ownership interest in the Company or EVgo OpCo.

In addition, certain rights of the holders of EVgo OpCo Units (including the right to receive payments) under the Tax Receivable Agreement will be transferable in connection with transfers permitted under the EVgo OpCo A&R LLC Agreement of the corresponding EVgo OpCo Units or after the corresponding EVgo OpCo Units have been acquired pursuant to the EVgo OpCo Unit Redemption Right or Call Right.

For additional information, see Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — CRIS Business Combination ” in this Annual Report .

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

If EVgo experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at the Company Group’s election or as a result of the Company Group’s breach), the Company Group would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (determined by applying a discount rate equal to one-year LIBOR (or an agreed successor rate, if applicable) plus 100 basis points) and such early termination payment is expected to be substantial.

The calculation of anticipated future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement, and (ii) that any EVgo OpCo Units (other than those held by the Company Group or its subsidiaries, other than EVgo OpCo) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date.

Any early termination payment may be made significantly in

advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the early termination payment relates.

If EVgo experiences a change of control (as defined under the Tax Receivable Agreement) or the Tax Receivable Agreement otherwise terminates early (at the Company Group’s election or as a result of the Company Group’s breach), the Company Group’s obligations under the Tax Receivable Agreement could have a substantial negative impact on EVgo’s liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control.

If the Company Group’s obligation to make payments under the Tax Receivable Agreement is accelerated as a result of a change of control, EVgo generally expects the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration.

However, the Company Group may be required to fund such payment from other services, and as a result, any early termination of the Tax Receivable Agreement could have a substantial negative impact on EVgo’s liquidity.

EVgo does not currently expect to cause an acceleration due to the Company Group’s breach, and EVgo does not currently expect that the Company Group would elect to terminate the Tax Receivable Agreement early, except in cases where the early termination payment would not be material.

There can be no assurance that the Company Group will be able to meet its obligations under the Tax Receivable Agreement.

For additional information, see Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — CRIS Business Combination ” in this Annual Report .

If the Company Group’s payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of Class A common stock could be substantially reduced.

If EVgo experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations), then the Company Group’s obligations under the Tax Receivable Agreement would be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, and in such situations, payments under the Tax Receivable Agreement may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates.

As a result of the Company Group’s payment obligations under the Tax Receivable Agreement, holders of Class A common stock could receive substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation.

Further, the Company Group’s payment obligations under the Tax Receivable Agreement will not be conditioned upon holders of EVgo OpCo Units having a continued interest in the Company or EVgo OpCo.

Accordingly, the interests of the holders of EVgo OpCo Units may conflict with those of the holders of Class A common stock.

See “— In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement .

EVgo will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that the Company Group will determine, and the IRS or another tax authority may challenge all or part of the tax basis increases upon which payments under the Tax Receivable Agreement are based, as well as other related tax positions the Company Group takes, and a court could sustain such challenge.

The holders of EVgo OpCo Units will not reimburse the Company for any payments previously made under the Tax Receivable Agreement if any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, except that excess payments made to any holder of EVgo OpCo Units will be netted against future payments that would otherwise be made to such holder of EVgo OpCo Units, if any, after the Company Group’s determination of such excess (which determination may be made a number of years following the initial payment and after future payments have been made).

As a result, in such circumstances, the Company Group could make payments that are greater than its actual cash tax savings, if any, and may not be able to recoup those payments, which could materially adversely affect its liquidity.

If EVgo OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

Federal income tax purposes, the Company and EVgo OpCo might be subject to potentially significant tax inefficiencies, and EVgo would not be able to recover payments previously made by it under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

EVgo intends to operate such that EVgo OpCo does not become a publicly traded partnership taxable as a corporation for U.S.

Federal income tax purposes.

A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof.

Under certain circumstances, redemptions of EVgo OpCo Units pursuant to the EVgo OpCo Unit Redemption Right (or the Call Right) or other transfers of EVgo OpCo Units could cause EVgo OpCo to be treated as a publicly traded partnership.

Applicable U.S.

Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and EVgo intends to operate such that redemptions or other transfers of EVgo OpCo Units qualify for one or more such safe harbors.

For example, EVgo intends to limit the number of holders of EVgo OpCo Units, and the EVgo OpCo A&R LLC Agreement, which was entered into in connection with the consummation of the CRIS Business Combination, provides for limitations on the ability of holders of EVgo OpCo Units to transfer their EVgo OpCo Units and provides Thunder Sub, as the managing member of EVgo OpCo, with the right to impose restrictions (in addition to those already in place) on the ability of holders of EVgo OpCo Units to redeem their EVgo OpCo Units pursuant to the EVgo OpCo Unit Redemption Right (or Call Right) to the extent EVgo believes it is necessary to ensure that EVgo OpCo will continue to be treated as a partnership for U.S.

Federal income tax purposes.

If EVgo OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

Federal income tax purposes, significant tax inefficiencies might result for the Company and EVgo OpCo, including as a result of the Company Group’s inability to file a consolidated U.S.

Federal income tax return with EVgo OpCo.

In addition, the Company Group may not be able to realize tax benefits covered under the Tax Receivable Agreement, and the Company Group would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of EVgo OpCo’s assets) were subsequently determined to have been unavailable.

Risks Related to Legal Matters and Regulations

Privacy concerns and laws, or other regulations, may adversely affect EVgo’s business.

State and local governments and agencies in the jurisdictions in which EVgo operates, and in which customers operate, have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regarding consumers and other individuals, which could impact EVgo’s ability to offer services in certain jurisdictions.

Laws and regulations relating to the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction.

The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant.

In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards.

Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of EVgo’s products and services, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which EVgo closes sales transactions, any of which could harm EVgo’s business.

Moreover, if EVgo or any of EVgo’s employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage EVgo’s reputation and brand.

Additionally, existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future and may be inconsistent among jurisdictions.

Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for the Company and EVgo’s customers.

Further, California adopted the California Consumer Privacy Protection Act (“CCPA”), and the California State Attorney General has begun enforcement actions.

Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”).

Although EVgo initiated a compliance program designed to comply with CCPA after consulting with outside privacy counsel, EVgo remains exposed to ongoing legal risks related to the CCPA and the expansion of the CCPA under the CPRA, which becomes effective

January 1, 2023.

The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable to the businesses of customers may adversely affect the ability and willingness to process, handle, store, use, and transmit certain types of information, such as demographic and other personal information.

In addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on technology companies.

Customers may expect that EVgo will meet voluntary certifications or adhere to other standards established by them or third parties.

If EVgo is unable to maintain these certifications or meet these standards, it could reduce demand for EVgo’s solutions and adversely affect EVgo’s business.

Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.

Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact EVgo’s financial results or results of operation.

EVgo and EVgo’s operations, as well as those of EVgo’s contractors, suppliers and customers, are subject to certain environmental laws and regulations, including laws related to the use, handling, storage, transportation and disposal of hazardous substances and wastes, as well as electronic wastes and hardware, whether hazardous or not.

These laws may require the Company or others in EVgo’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on EVgo’s operations.

If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for EVgo’s operations or on a timeline that meets EVgo’s commercial obligations, it may adversely impact EVgo’s business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law.

The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on EVgo’s business.

Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays in connection with EVgo’s operations as well as other future projects, the extent of which cannot be predicted.

For instance, California may adopt more stringent regulation for DC fast charging by 2024.

Additionally, EVgo could be regulated as a retail electric service provider in the future.

Further, EVgo currently relies on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes.

Any failure to properly handle or dispose of wastes, regardless of whether such failure is the responsibility of EVgo or EVgo’s contractors, may result in liability under environmental laws, including, but not limited to, CERCLA and state analogs, under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources.

EVgo may also generate or dispose of solid wastes, which may include hazardous wastes that are subject to the requirements of 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, EVgo 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 EVgo’s ability to qualify the materials EVgo uses for exclusions under such laws and regulations, could adversely affect EVgo’s operating expenses.

Additionally, EVgo may not be able to secure contracts with third parties to continue their key supply chain and disposal services for EVgo’s business, which may result in increased costs for compliance with environmental laws and regulations.

Separately, EVgo may also be subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices.

EVgo may be required to incur substantial costs to comply with these requirements, and the failure to comply may result in substantial fines or other penalties that may adversely impact EVgo’s business, financial condition or results of operations.

Increasing attention to ESG matters may adversely impact EVgo’s business.

Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts and investor and societal expectations regarding voluntary ESG disclosures may result in increased costs and reduced access to capital.

While EVgo may announce various voluntary ESG targets in the future, such targets are aspirational.

EVgo may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including, but not limited to as a result of unforeseen costs or technical difficulties associated with achieving such results.

To the extent that EVgo does meet such targets, it may be achieved through various contractual arrangements, including the continued purchase or various credits or offsets that may be deemed to mitigate EVgo’s ESG impact instead of actual changes in EVgo’s ESG performance.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

Unfavorable ESG ratings could lead to increased negative investor sentiment toward the Company and could impact EVgo’s access to and costs of capital.

Additionally, to the extent ESG matters negatively impact EVgo’s reputation, EVgo may not be able to compete as effectively to recruit or retain employees, which may adversely affect EVgo’s business.

Such ESG matters may also impact EVgo’s suppliers, which may adversely impact EVgo’s business and financial condition.

Risks Related to EVgo’s Securities

EVgo is a “controlled company” within the meaning of the rules of the Nasdaq and the rules of the SEC.

As a result, EVgo qualifies for, and relies on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies.

Immediately following the completion of the CRIS Business Combination, EVgo Holdings controlled a majority of the voting power of EVgo’s outstanding common stock.

As a result, EVgo is a “controlled company” within the meaning of the corporate governance standards of the Nasdaq.

Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

● the requirement that a majority of EVgo’s Board of Directors consist of “independent directors” as defined under the rules of the Nasdaq;

● the requirement that EVgo has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

● the requirement that EVgo has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

● the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.

Following the CRIS Business Combination, EVgo utilized some or all of these exemptions.

As a result, EVgo’s nominating and corporate governance committee and compensation committee may not consist entirely of independent directors and such committees will not be subject to annual performance evaluations.

Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq.

Provisions in EVgo’s Charter and Delaware law may have the effect of discouraging lawsuits against EVgo’s directors and officers.

EVgo’s Charter requires, unless EVgo consents in writing to the selection of an alternative forum, that (a) the Federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the Federal securities laws;

and (b) the Court of Chancery in the State of Delaware shall have exclusive jurisdiction to hear (i) any derivative action or proceeding brought on its behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to the Company or EVgo’s stockholders, (iii) any action asserting a claim against the Company, EVgo’s directors, officers or employees arising pursuant to any provision

of the Delaware General Corporation Law or EVgo’s Charter or EVgo’s bylaws, or (iv) any action asserting a claim against the Company, EVgo’s directors, officers or employees governed by the internal affairs doctrine, in each case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

If an action described in clause (b) above is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel.

However, Section 22 of the Securities Act provides for concurrent Federal and state court jurisdiction over actions under the Securities Act and the rules and regulations thereunder and there is uncertainty as to whether a court would enforce this provision as it relates to actions arising under the Securities Act.

Although EVgo believes this provision benefits the Company by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against EVgo’s directors and officers, although EVgo’s stockholders will not be deemed to have waived EVgo’s compliance with Federal securities laws and the rules and regulations thereunder.

Provisions in EVgo’s Charter may inhibit a takeover of the Company, which could limit the price investors might be willing to pay in the future for Class A common stock and could entrench management.

EVgo’s Charter authorizes the Board of Directors to issue one or more classes or series of preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include super voting, special approval, dividend, repurchase rights, liquidation preferences or other rights or preferences superior to the rights of the holders of Class A common stock.

The terms of one or more classes or series of preferred stock could adversely impact the value of the Class A common stock.

Furthermore, if the Board of Directors elects to issue preferred stock, it could be more difficult for a third party to acquire the Company.

For example, the Board of Directors may grant holders of preferred stock the right to elect some number of directors in all events or upon the occurrence of specified events or the right to veto specified transactions.

In addition, some provisions of EVgo’s Charter could make it more difficult for a third party to acquire control of the Company, even if the change of control would be beneficial to the shareholders, including:

(i) prohibiting the Company from engaging in any business combination with any interested shareholder for a period of three years following the time that the shareholder became an interested shareholder, subject to certain exceptions, (ii) establishing that provisions with regard to the nomination of candidates for election as directors are subject to the A&R Nomination Agreement, (iii) providing that the authorized number of directors may be changed only by resolution of the Board of Directors and in any case is subject to the A&R Nomination Agreement, (iv) providing that all vacancies in the Board of Directors may, except as otherwise be required, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, (v) providing that EVgo’s Charter and bylaws may be amended, and directors may be removed, by the affirmative vote of the holders of at least 75% of the then outstanding voting stock after LS Power owns less than 30% of EVgo’s voting capital stock, (vi) providing for the Board of Directors to be divided into three classes of directors, (vii) providing that the amended and restated bylaws can be amended by the Board of Directors, (viii) limitations on the ability of shareholders to call special meetings, (ix) limitations on the ability of shareholders to act by written consent, and (x) renouncing any reasonable expectancy interest that EVgo has in, or right to be offered an opportunity to participate in, any corporate or business opportunities that are from time to time presented to LS Power, directors affiliated with LS Power, their respective affiliates and non-employee directors.

In addition, certain change of control events have the effect of accelerating the payments due under the Tax Receivable Agreement, which could result in a substantial, immediate lump-sum payment that could serve as a disincentive to a potential acquirer of the Company, please see “ Financial, Tax and Accounting-Related Risks — In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement .”

LS Power, non-employee directors and their affiliates will not be limited in their ability to compete with EVgo, and the corporate opportunity provisions in EVgo’s Charter could enable such persons to benefit from corporate opportunities that might otherwise be available to the Company.

EVgo’s Charter provides that (i) LS Power and any investment funds or entities controlled or advised by LS Power and (ii) non-employee directors and their affiliates (each, an “Identified Person”) would not be restricted from owning assets or engaging in businesses that compete directly or indirectly with the Company.

In particular, subject to the limitations of applicable law and EVgo’s Charter, an Identified Person may, among other things:

● engage in a corporate opportunity in the same or similar business activities or lines of business in which EVgo or EVgo’s affiliates have a reasonable expectancy interest or property right;

● purchase, sell or otherwise engage in transactions involving EVgo’s securities or indebtedness or EVgo’s affiliates, provided that such transactions do not violate EVgo’s insider trading policies;

● otherwise compete with the Company.

One or more of the Identified Persons may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case EVgo may not become aware of or otherwise have the ability to pursue such opportunity.

Further, such businesses may choose to compete with EVgo for these opportunities, possibly causing these opportunities to not be available to the Company or causing them to be more expensive for EVgo to pursue.

As a result, EVgo’s renunciation of its interest and expectancy in any business opportunity that may be from time to time presented to an Identified Person could adversely impact EVgo’s business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for EVgo’s.

The market price of Class A common stock could be adversely affected by sales of substantial amounts of Class A common stock in the public or private markets or the perception in the public markets that these sales may occur, including sales by EVgo Holdings after the redemption of any EVgo OpCo Units or other large holders.

As of December 31, 2021, EVgo had 68,020,630 shares of Class A common stock and 195,800,000 shares of Class B common stock outstanding.

Pursuant to the terms of the Nomination Agreement, any shares of Class A common stock EVgo Holdings acquired through the redemption of any EVgo OpCo Units may not be transferred until the earlier of (i) 180 days after the CRIS Close Date, and (ii) subsequent to the CRIS Close Date, the date the VWAP (as defined in the Nomination Agreement incorporated by reference as Exhibit 10.7 to this Annual Report) of EVgo’s Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period or the date following the CRIS Close Date on which EVgo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction with a third party that results in all of EVgo’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

In addition, EVgo had agreed to provide registration rights to EVgo Holdings pursuant to the Registration Rights Agreement dated as of July 1, 2021.

As of the date of this Annual Report, any shares of Class A common stock that EVgo Holdings acquires through the redemption of any EVgo OpCo Units may be freely transferred as the terms of the Nomination Agreement restricting transfer have been satisfied.

Sales by EVgo Holdings after the redemption of any EVgo OpCo Units or other large holders of a substantial number of shares of Class A common stock in the public markets following the CRIS Business Combination, or the perception that such sales might occur, could have a material adverse effect on the price of the Class A common stock or could impair EVgo’s ability to obtain capital through an offering of equity securities in the future.

Alternatively, EVgo may be required to undertake a future public or private offering of Class A common stock and use the net proceeds from such offering to purchase an equal number of EVgo OpCo Units from EVgo Holdings.

EVgo cannot predict the size of any redemptions of EVgo OpCo Units or other future issuances of Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances or sales of shares of Class A common stock will have on the market price of Class A common stock.

Sales of substantial amounts of Class A common stock, or the perception that such sales could occur, may adversely affect prevailing market prices of Class A common stock.

Because EVgo has no current plans to pay cash dividends on Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell Class A common stock for a price greater than that which you paid for it.

EVgo may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future.

Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the Board of Directors and will depend on, among other things, EVgo’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board of Directors may deem relevant.

In addition, EVgo’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness EVgo or EVgo’s subsidiaries incur.

As a result, you may not receive any return on an investment in Class A common stock unless you sell Class A common stock for a price greater than that which you paid for it.

Warrants are exercisable for EVgo’s Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to EVgo’s stockholders.

As of December 31, 2021, there were approximately 18,097,378 warrants outstanding, consisting of 14,948,809 Public Warrants originally sold as part of the units issued in the Company’s Initial Public Offering and 3,148,569 Private Placement Warrants originally sold to the Sponsor in a private sale prior to the Initial Public Offering.

Each of these warrants is exercisable for one share of EVgo’s Class A common stock, in accordance with the terms of the warrant agreement governing such warrants.

Any shares of EVgo’s Class A common stock issued upon exercise of the warrants will result in dilution to the then existing holders of Class A common stock and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market could adversely affect the market price of EVgo’s Class A common stock.

The warrants are being accounted for as a warrant liability and are being recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of the Class A common stock.

As described in EVgo’s consolidated financial statements included in this Annual Report, EVgo is accounting for the Company’s issued and outstanding warrants as a warrant liability and are recording that liability at fair value upon issuance and are recording any subsequent changes in fair value as of the end of each period for which earnings are reported.

The impact of changes in fair value on earnings may have an adverse effect on EVgo’s balance sheet and statement of operations and/or the market price of the Class A common stock.

If securities or industry analysts cease publishing research or reports about the Company, EVgo’s business, or EVgo’s market, or if they change their recommendations regarding EVgo’s securities adversely, the price and trading volume of EVgo’s securities could decline.

The trading market for EVgo’s securities will be influenced by the research and reports that industry or securities analysts may publish about the Company, EVgo’s business, market or competitors.

While securities and industry analysts do currently publish research on the Company, there is no guarantee that they will continue to do so.

If securities or industry analysts stop covering the Company or change their recommendations in a manner adverse to the Company, EVgo’s share price and trading volume may be negatively impacted .

Unresolved Staff Comments.

CRIS’s executive offices are located at 300 Carnegie Center, Suite 150 Princeton, New Jersey 08540 and CRIS’s telephone number is (212) 847-0360.

CRIS’s executive offices are provided to CRIS by

CRIS considers its current office space adequate for its current operations.

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 1A. Risk Factors