What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-24 compared with 2021-03-29 · 12 added, 36 removed, 1 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Class A common stock and warrants are currently listed on the NYSE under the symbols “CLII” and “CLII WS,” respectively.

Certain of our shares of Class A common stock and

warrants currently trade as units consisting of one share of Class A common stock and one half of one redeemable warrant, and are listed on the NYSE under the symbol “CLII.U.”

As of March 15, 2021, there were 23,000,000 issued and outstanding shares of our Class A common stock held by one stockholder of record, 5,750,000 issued and outstanding shares

of our Class B common stock held by eight stockholders of record and 18,100,000 issued and outstanding warrants held by two warrant holders of record.

The number of record holders was determined from the records of our transfer agent and does

not include beneficial owners of shares of common stock or warrants whose shares or warrants are held in the names of various security brokers, dealers and registered clearing agencies.

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends.

The payment of cash dividends in the future will be dependent upon our

revenues and earnings, if any, capital requirements and general financial condition.

The payment of any cash dividends will be within the discretion of our board of directors at such time.

Further, if we incur any indebtedness, our ability to

declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales of Equity Securities

On October 2, 2020, we completed a private placement of 6,600,000 private placement warrants issued to the Sponsor, generating a total proceeds of $6.6 million.

The private placement warrants are

exercisable commencing on October 2, 2021 for one share of Class A common stock at an exercise price of $11.50 per share.

The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On August 10, 2020, CRIS and the Sponsor entered into a subscription agreement in which the Sponsor purchased an aggregate of 5,750,000 shares of Class B common stock, par value $0.0001 per

The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds from Registered Offerings

On October 2, 2020, we consummated the IPO of 23,000,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000.

The units sold in

the IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $230.0 million.

The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

Securities and Exchange Commission declared the registration statement effective on September 29, 2020.

Of the gross proceeds received from the IPO, the closing of the over-allotment option and the private placement warrants, $230.0 million was placed in the Trust Account.

We paid a total of $4.2 million in underwriting discounts and commissions and $0.9 million for other offering costs related to the IPO.

In addition, the underwriters agreed to

defer $8.1 million in underwriting discounts and commissions.

Selected Financial Data

As a smaller reporting company, we are not required to make disclosures under this Item.

(a) Market Information

EVgo’s Class A common stock trades on the Nasdaq under the symbol “EVGO.” Prior to July 1, 2021 and before the completion of the business combination with CRIS, the Class A common stock of CRIS traded on the NYSE under the ticker symbol “CLII.” EVgo’s Public Warrants trade on the Nasdaq under the symbol “EVGOW.” Prior to July 1, 2021 and before the completion of the business combination with CRIS, the Public Warrants of CRIS traded on the NYSE under the ticker symbol “CL II WS.”

As of March 15, 2022, there were 66 holders of record of EVgo’s Class A common stock and 7 holders of record of EVgo’s warrants.

In addition to holders of record of EVgo’s Class A common stock and warrants, EVgo believes there is a substantially greater number of “street name” holders or beneficial holders whose Class A common stock and warrants are held of record by banks, brokers and other financial institutions.

There is no public market for EVgo’s Class B common stock and one holder of record of EVgo’s Class B common stock.

EVgo has not paid any cash dividends on EVgo’s Class A common stock to date.

The payment of cash dividends is subject to the discretion of EVgo’s Board of Directors and may be affected by various factors, including EVgo’s future earnings, financial condition, capital requirements, share repurchase activity, current and future planned strategic growth initiatives, levels of indebtedness, and other considerations EVgo’s Board of Directors deem relevant.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

The information required will be included in EVgo’s 2022 Proxy Statement, which is incorporated herein by reference.

(e) Performance Graph

The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

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 5. Market for Registrant’s Common Equity