Delaware | | | 6770 | | | 85-4141622 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Paul D. Tropp Emily J. Oldshue Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 (212) 596-9000 | | | James B. Carlson Mayer Brown LLP 1221 6th Avenue New York, New York 10020 (212) 506-2500 | | | Derek J. Dostal Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ |
| | | | | | Emerging growth company ☒ |
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant(2) | | | 24,150,000 Units | | | $10.00 | | | $241,500,000 | | | $26,348 | ||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant(2) | | | 24,150,000 Units | | | $10.00 | | | $241,500,000 | | | $26,348 | ||||||||||||
Shares of Class A common stock included as part of the Units(3) | | | 24,150,000 Shares | | | — | | | — | | | —(4) | | | 24,150,000 Shares | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the Units(3) | | | 8,050,000 Warrants | | | — | | | — | | | —(4) | | | 4,830,000 Warrants | | | — | | | — | | | —(4) |
Total | | | | | | | $241,500,000 | | | $26,348 | | | | | | | $241,500,000 | | | $26,348(5) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 3,150,000 units, consisting of 3,150,000 shares of Class A common stock and |
(3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | Previously paid. |
| |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $210,000,000 |
Underwriting discounts and commissions(1)(2) | | | $0.55 | | | $11,134,200 |
Proceeds, before expenses, to Climate Real Impact Solutions II Acquisition Corporation | | | $9.45 | | | $198,865,800 |
(1) | Includes $0.35 per unit, or $7,350,000 (or up to $8,452,500, if the underwriters’ over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions that will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled “Underwriting” for a description of compensation and other items of value payable to the underwriters. |
(2) | The underwriters will not receive any upfront underwriting discounts or commissions on units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such units. |
Barclays | | | BofA Securities |
Co-Managers | ||||||
Academy Securities | | | Drexel Hamilton | | | Loop Capital Markets |
R. Seelaus & Co., LLC | | | Roberts & Ryan | | | Siebert Williams Shank |
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• | one share of Class A common stock; and |
• |
1 | Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor of 787,500 founder shares. |
2 | Includes up to 787,500 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
3 | Comprised of 21,000,000 shares of Class A common stock and 5,250,000 shares of Class B common stock (or founder shares). The Class B common stock is automatically convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
• | 30 days after the completion of our initial business combination, and |
• | 12 months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; |
• | if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) 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). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below); |
• | if, and only if, the Reference Value equals or exceeds $10.00 per public share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and |
• | if, and only if, the Reference Value is less than $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), the private placement warrants are concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
• | only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; |
• | the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an “Extension Period”), although they will be entitled to liquidating distributions |
• | pursuant to the letter agreement, our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. Further, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the PIMCO private funds. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 7,875,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 1,312,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 21,000,000 public shares sold in this offering 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 purchase 2,079,000 units in the IPO, and vote these shares in favor of our initial business combination, these percentages are further reduced to 27.6% and 0%, respectively; and |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,415,800 in expenses relating to this offering; and |
• | any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | Repayment of a loan of up to an aggregate of $250,000 made to us by our sponsor to cover offering related and organizational expenses; |
• | Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; |
• | Payments of approximately $50,000 per month by us to Climate Real Impact Solutions Services LLC, an entity owned by Messrs. Cavalier and Crane and managed by Ms. Frank-Shapiro, for consulting services rendered to us; Messrs. Cavalier and Crane will receive health insurance benefits from Climate Real Impact Solutions Services LLC; and |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. |
| | December | |
| | Actual | |
Balance Sheet Data: | | | |
Working capital (deficiency) | | | $ |
Total assets | | | $ |
Total liabilities | | | $ |
Stockholders’ equity | | | $ |
(i) | 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 a Newly Issued Price of less than $9.20 per share; |
(ii) | 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); and |
(iii) | the Market Value is below $9.20 per share; |
• | recognizing that the market for CO2 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 CO2 reducing products and specialists; |
• | 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 atmosphere; |
• | 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 services; |
| | Without Over-Allotment Option | | | Over-Allotment Option Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public | | | $210,000,000 | | | $241,500,000 |
Gross proceeds from private placement warrants offered in the private placement | | | 6,200,000 | | | 6,830,000 |
Total gross proceeds | | | $216,200,000 | | | $248,330,000 |
Estimated offering expenses(1) | | | | | ||
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(2)(3) | | | 3,784,200 | | | 4,414,200 |
Legal fees and expenses | | | 325,000 | | | 325,000 |
Accounting fees and expenses | | | 40,000 | | | 40,000 |
SEC expenses | | | 26,348 | | | 26,348 |
FINRA expenses | | | 36,725 | | | 36,725 |
NYSE listing and filing fees | | | 85,000 | | | 85,000 |
Director and Officer liability insurance premiums | | | 500,000 | | | 500,000 |
Printing and engraving expenses | | | 40,000 | | | 40,000 |
Miscellaneous(4) | | | 362,727 | | | 362,727 |
Total estimated offering expenses (other than underwriting commissions) | | | $1,415,800 | | | $1,415,800 |
Proceeds after offering expenses | | | $211,000,000 | | | $242,500,000 |
Held in trust account | | | $210,000,000 | | | $241,500,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $1,000,000 | | | $1,000,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination | | | $650,000 | | | 65% |
Legal and accounting fees related to regulatory reporting obligations | | | 150,000 | | | 15% |
NYSE continued listing fees | | | 85,000 | | | 8.5% |
Other miscellaneous expenses | | | 90,000 | | | 9% |
Reserve for liquidation expenses | | | 25,000 | | | 2.5% |
Total | | | $1,000,000 | | | 100% |
(1) | A portion of the offering expenses have been paid from the proceeds of a loan from our sponsor of up to $250,000 as described in this prospectus. As of January 8, 2021, we had $250,000 outstanding under the promissory note with our sponsor. This loan will be repaid upon completion of this offering out of the proceeds that have been allocated for the payment of offering expenses (other than underwriting commissions) and amounts not to be held in the trust account. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account. |
(2) | The PIMCO private funds have expressed an intent to purchase, or to have one or more of their respective affiliates purchase, up to an aggregate of 2,079,000 units in this offering at the public offering price. The underwriters will not receive any upfront underwriting discount or commissions on any such units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such units in an amount of $0.35 per unit. |
(3) | The underwriters have agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $7,350,000 (or $8,452,500 if the underwriters’ over-allotment option is exercised in full), which constitutes the underwriters’ deferred commissions will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts released by the trustee to pay redeeming stockholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. |
(4) | Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceeds estimates. |
(5) | These expenses are estimates only and do not include interest which may be available to us from the trust account. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify an initial business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. |
Public offering price | | | | | $10.00 | |
Net tangible book value before this offering | | | $ | | | |
Increase attributable to public stockholders and sale of the private placement warrants | | | | | ||
Pro forma net tangible book value after this offering | | | | | 0.78 | |
Dilution to public stockholders | | | | | $9.22 | |
Percentage of dilution to public stockholders | | | | | 92.2% |
| | Shares Purchased | | | Total Consideration | | | Average Price Per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Initial Stockholders(1) | | | 5,250,000 | | | 20.00% | | | $25,000 | | | 0.01% | | | $0.005 |
Public Stockholders | | | 21,000,000 | | | 80.00% | | | 210,000,000 | | | 99.99% | | | $10.000 |
| | 26,250,000 | | | 100.00% | | | $210,025,000 | | | 100.00% | | |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of 787,500 shares of Class B common stock held by our sponsor. |
| | Without Over-allotment | |
Numerator: | | | |
Net tangible book value before the offering | | | $ |
Net proceeds from this offering and sale of the private placement warrants, net of expenses(1) | | | 211,000,000 |
Plus: Offering costs excluded from tangible book value before this offering | | | |
Less: Deferred underwriting commissions | | | (7,350,000) |
Less: Proceeds held in trust subject to redemption to maintain net tangible assets of $5,000,001(2) | | | ( |
| | $ | |
Denominator: | | | |
Shares of Class B common stock outstanding prior to this offering | | | 6,037,500(1) |
Shares subject to forfeiture | | | (787,500) |
Shares of Class A common stock included in the units offered | | | 21,000,000(3) |
Less: Shares subject to possible redemption | | | ( |
| |
(1) | Expenses applied against gross proceeds include offering expenses of $1,415,800 and underwriting commissions of $3,784,200 (excluding deferred underwriting fees). See “Use of Proceeds.” |
(2) | 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 sponsor, initial stockholders, directors, officers, advisors or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of shares of Class A common stock subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business—Permitted Purchases of Our Securities.” |
| | As at December 11, 2020 | | | As at December 31, 2020 | |||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | |||
Note payable—related party(1) | | $— | | $— | | $— | | $— | ||||
Deferred underwriting commissions | | — | | 7,350,000 | | — | | 7,350,000 | ||||
Class A common stock, $0.0001 par value, 19,867,399 shares subject to redemption (as adjusted)(2) | | — | | 198,673,990 | ||||||||
Class A common stock, $0.0001 par value, 19,867,400 shares subject to redemption (as adjusted)(2) | | — | | 198,674,000 | ||||||||
Stockholders’ equity: | | | | | ||||||||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding, actual and as adjusted | | — | | — | | — | | — | ||||
Class A common stock, $0.0001 par value, 100,000,000 shares authorized; no shares issued or outstanding (actual); 1,132,601 shares outstanding (excluding 19,867,399 shares subject to redemption) (as adjusted)(3) | | — | | 113 | ||||||||
Class A common stock, $0.0001 par value, 100,000,000 shares authorized; no shares issued or outstanding (actual); 1,132,600 shares outstanding (excluding 19,867,400 shares subject to redemption) (as adjusted)(3) | | — | | 113 | ||||||||
Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 6,037,500 and 5,250,000 shares issued and outstanding, actual and as adjusted, respectively | | 604 | | 525 | | 604 | | 525 | ||||
Additional paid-in capital | | 24,396 | | 5,000,372 | | 24,396 | | 5,000,362 | ||||
Accumulated deficit | | (1,000) | | (1,000) | | (999) | | (999) | ||||
Total stockholders’ equity: | | 24,000 | | 5,000,010 | | 24,001 | | 5,000,001 | ||||
Total capitalization | | $24,000 | | $211,024,000 | | $24,001 | | $211,024,001 |
(1) | Our sponsor has agreed to loan us up to $250,000 to be used for a portion of the expenses of this offering. The “as adjusted” information gives effect to the repayment of this note out of the proceeds from this offering and the sale of the private placement warrants. As of January 8, 2021, we had $250,000 outstanding under the promissory note with our sponsor. |
(2) | Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initial business combination and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed initial business combination. |
(3) | Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted amount assumes no exercise of the underwriters’ over-allotment option. |
Type of Transaction | | | Whether Stockholder Approval is Required |
Purchase of assets | | | No |
Purchase of stock of target not involving a merger with the Company | | | No |
Merger of target into a subsidiary of the Company | | | No |
Merger of the Company with a target | | | Yes |
| | Redemptions in Connection with Our Initial Business Combination or Certain Stockholder Votes to Amend our Amended and Restated Certificate of Incorporation | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, or in the case of redemptions in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market prior to or following | | | If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust |
| | Redemptions in Connection with Our Initial Business Combination or Certain Stockholder Votes to Amend our Amended and Restated Certificate of Incorporation | | | Other Permitted Purchases of Public Shares by Us or Our Affiliates | | | Redemptions if We fail to Complete an Initial Business Combination | |
| | 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 this offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination. | | | completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | account (which is initially anticipated to be $10.00 per public share including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
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Impact to remaining stockholders | | | The redemptions in connection with our initial business combination or certain stockholder votes to amend our amended and restated certificate of incorporation will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $210,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $178,979,220 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. |
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Investment of net proceeds | | | $210,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
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Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
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Limitation on fair value or net assets of target business | | | The NYSE rules require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
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Trading of securities issued | | | We expect the units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | ||
| | | | |||
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
| | | | |||
Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If, however, we hold a stockholder vote, we will, like many blank | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the Company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the Company’s registration statement, to decide if it elects to remain a stockholder of the Company or require the return of its investment. If the Company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. | | | ||
| | | | |||
Business combination deadline | | | If we do not complete an initial business combination within 24 months or during any Extension Period from the closing of this offering, 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 100% of 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 $100,000 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. | | | If a business combination has not been completed within 24 months after the effective date of the Company’s registration statement, funds held in the trust or escrow account are returned to investors. |
| | | | |||
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote | | | 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 (including our affiliates), together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market transactions. | | | ||
| | | | |||
Tendering stock certificates in connection with a tender offer or redemption rights | | | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the Company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. |
| | | | |||
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until 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 this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity and (iii) the redemption of 100% of our public shares if we do not | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | complete an initial business combination within the required timeframe (subject to the requirements of applicable law). On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. | | |
Name | | | Age | | | Position |
David W. Crane | | | 61 | | | Chief Executive Officer and Director |
John A. Cavalier | | | 69 | | | Chief Financial Officer |
Elizabeth Comstock | | | 60 | | | Chief Commercial Officer |
Daniel Gross | | | 50 | | | Chief Investment Officer |
Anne Frank-Shapiro | | | 65 | | | Chief Operating Officer |
Richard Kauffman | | | 65 | | | Director Nominee and Chairperson Elect |
Tanuja Dehne | | | 49 | | | Director Nominee |
Dawn Lippert | | | 36 | | | Director Nominee |
Ron Lumbra | | | 59 | | | Director Nominee |
Jamie Weinstein | | | 44 | | | Director Nominee |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
David W. Crane | | | Jera Co., Inc. | | | Utilities | | | Director |
| | Inspire Energy | | | Utilities | | | Director | |
| | Elemental Excelerator Inc. | | | Business Development | | | Director | |
| | Climate Change Crisis Real Impact I Acquisition Corporation | | | SPAC | | | Chief Executive Officer and Director | |
John A. Cavalier | | | Climate Change Crisis Real Impact I Acquisition Corporation | | | SPAC | | | Chief Financial Officer and Board Observer |
Elizabeth Comstock | | | Nike, Inc. | | | Apparel | | | Director |
| | Climate Change Crisis Real Impact I Acquisition Corporation | | | SPAC | | | Chief Commercial Officer and Board Observer | |
| | The National Geographic Society | | | Nonprofit | | | Trustee | |
Anne Frank-Shapiro | | | Climate Change Crisis Real Impact I Acquisition Corporation | | | SPAC | | | Chief Operating Officer |
| | Climate Real Impact Solutions Services LLC | | | Consulting | | | Manager | |
| | The Town Hall | | | Nonprofit | | | Trustee | |
Daniel Gross | | | Climate Change Crisis Real Impact I Acquisition Corporation | | | SPAC | | | Head of Transaction Execution |
| | Pivotal180, LLC | | | Consulting | | | Principal | |
| | Sunworks, Inc. | | | Construction | | | Director | |
| | Yale University | | | Education | | | Faculty Member | |
| | Columbia University | | | Education | | | Faculty Member | |
Richard Kauffman | | | Center for Global Energy Policy at Columbia University | | | Education | | | Adjunct Senior Research Scholar |
| | Yale School of Management | | | Education | | | Faculty Member | |
| | Global Thermostat, LLC | | | Energy/Technology | | | Advisor |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
| | The Lightsmith Group, LLC | | | Asset Management | | | Member | |
| | AutoGrid Systems, Inc. | | | Energy/Technology | | | Advisory Board Member | |
| | Altaba Inc. | | | Investment Management Company | | | Director | |
| | Generate Capital, Inc. | | | Infrastructure | | | Chairman | |
| | New York Energy Research and Development Authority | | | Energy/ NYS Government Agency | | | Chairman | |
| | Climate Change Crisis Real Impact I Acquisition Corporation | | | SPAC | | | Director | |
| | Emergent, Forest Finance Accelerator | | | Nonprofit | | | Director | |
| | Wallace Foundation | | | Nonprofit | | | Director | |
Tanuja Dehne | | | Geraldine R. Dodge Foundation | | | Philanthropy | | | President and CEO |
| | Drexel University, LeBow College of Business, Raj & Kamla Gupta Group Governance Institute | | | Nonprofit | | | Advisory Board Member | |
| | Granite Point Mortgage Trust Inc. | | | REIT | | | Director |
| | Lafayette College | | | Nonprofit | | | Trustee | |
| | New York Radio | | | Nonprofit | | | Trustee | |
| | New Jersey Pandemic Relief Fund | | | Nonprofit | | | Trustee | |
Dawn Lippert | | | Elemental Excelerator | | | Capital Markets | | | Chief Executive Officer |
| | Emerson Collective | | | Nonprofit | | | Director | |
| | WiRE (Women in Renewable Energy) | | | Nonprofit | | | Director and Founder | |
Ron Lumbra | | | Heidrick & Struggles International Incorporated | | | Executive search company | | | Partner |
| | University of Vermont | | | Nonprofit | | | Trustee | |
Jamie Weinstein | | | PIMCO | | | Finance | | | Managing Director |
| | Capstar Special Purpose Acquisition Corp. | | | SPAC | | | Director | |
| | Sandbridge Acquisition Corporation | | | SPAC | | | Director | |
| | Climate Change Crisis Real Impact I Acquisition Corporation | | | SPAC | | | Director |
| | | Approximate Percentage of Outstanding Common Stock | | | | Approximate Percentage of Outstanding Common Stock | |||||||||||
Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned(2) | | Before Offering(2) | | After Offering(2) | | Number of Shares Beneficially Owned(2) | | Before Offering(2) | | After Offering(2) | ||||||
Climate Real Impact Solutions II Sponsor, LLC(3) | | 5,847,500 | | 96.8% | | 19.3% | | 5,847,500 | | 96.8% | | 19.3% | ||||||
David W. Crane | | — | | — | | — | | — | | — | | — | ||||||
John A. Cavalier | | — | | — | | — | | — | | — | | — | ||||||
Elizabeth Comstock | | — | | — | | — | | — | | — | | — | ||||||
Daniel Gross | | 12,000 | | * | | * | ||||||||||||
Anne Frank-Shapiro | | 30,000 | | * | | * | | 30,000 | | * | | * | ||||||
Richard Kauffman | | 40,000 | | * | | * | | 40,000 | | * | | * | ||||||
Tanuja Dehne | | 25,000 | | * | | * | | 25,000 | | * | | * | ||||||
Dawn Lippert | | 25,000 | | * | | * | | 25,000 | | * | | * | ||||||
Ron Lumbra | | 25,000 | | * | | * | | 25,000 | | * | | * | ||||||
Jamie Weinstein | | — | | — | | — | | — | | — | | — | ||||||
All officers, directors and director nominees as a group (nine individuals) | | 145,000 | | 2.4% | | *% | ||||||||||||
All officers, directors and director nominees as a group (ten individuals) | | 157,000 | | 2.6% | | *% |
* | less than 1% |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Climate Real Impact Solutions II Acquisition Corporation, 300 Carnegie Center, Suite 150 Princeton, NJ 08540. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment, as described in the section of this prospectus entitled “Description of Securities.” |
(3) | Our sponsor is the record holder of such shares. |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Class A Common Stock | ||||||||||||||||||||||||
| <10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | >18.00 | ||
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
• | at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder. |
Underwriter | | | Number of Units |
Barclays Capital Inc. | | | |
BofA Securities, Inc. | | | |
Academy Securities, Inc. | | | |
Drexel Hamilton, LLC | | | |
Loop Capital Markets LLC | | | |
R. Seelaus & Co., LLC | | | |
Roberts & Ryan Investments, Inc. | | | |
Siebert Williams Shank & Co., LLC | | | |
Total | | | 21,000,000 |
| | Per Unit(1)(2) | | | Total(1)(2) | |||||||
| | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | |
Underwriting Discounts and Commissions paid by us | | | $0.55 | | | $0.55 | | | $11,134,200 | | | $12,866,700 |
(1) | Includes $0.35 per unit, or $7,350,000 (or up to $8,452,500 if the underwriters’ over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United |
(2) | The underwriters will not receive any upfront underwriting discounts or commissions on units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such units in an amount of $0.35 per unit. |
(a) | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of |
(b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
| | Page | |
Audited Financial Statements of Climate Real Impact Solutions II Acquisition Corporation: | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| |
ASSETS | | | |
Current asset - cash | | | $ |
Deferred offering costs | | | |
TOTAL ASSETS | | | $ |
| | ||
LIABILITIES AND STOCKHOLDER’S EQUITY | | | |
Current liabilities: | | | |
Accrued expenses | | | $ |
Accrued offering costs | | | |
Total Current Liabilities | | | |
| | ||
Commitments and Contingencies | | | |
| | ||
Stockholder’s Equity | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | — |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | | | — |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding(1) | | | 604 |
Additional paid-in capital | | | 24,396 |
Accumulated deficit | | | ( |
Total Stockholder’s Equity | | | |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | | | $ |
(1) | Includes up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Formation and operating costs | | | $ |
Net Loss | | | $( |
| | ||
Weighted average shares outstanding, basic and diluted(1) | | | 5,250,000 |
| | ||
Basic and diluted net loss per common share | | | $(0.00) |
(1) | Excludes an aggregate of up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
| | Class B Common Stock | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholder’s Equity | | | Class B Common Stock | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholder’s Equity | |||||||||||
| | Shares | | Amount | | | | Shares | | Amount | | |||||||||||||||||||
Balance – December 2, 2020 (inception) | | — | | $— | | $— | | $— | | $— | | — | | $— | | $— | | $— | | $— | ||||||||||
| | | | | | | | | | |||||||||||||||||||||
Issuance of Class B common stock to Sponsor(1) | | 6,037,500 | | 604 | | 24,396 | | — | | 25,000 | | 6,037,500 | | 604 | | 24,396 | | — | | 25,000 | ||||||||||
| | | | | | | | | | |||||||||||||||||||||
Net loss | | — | | — | | — | | (1,000) | | (1,000) | | — | | — | | — | | (999) | | (999) | ||||||||||
Balance – December 11, 2020 | | 6,037,500 | | $604 | | $24,396 | | $(1,000) | | $24,000 | ||||||||||||||||||||
Balance – December 31, 2020 | | 6,037,500 | | $604 | | $24,396 | | $(999) | | $24,001 |
(1) | Includes 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Cash Flows from Operating Activities: | | | |
Net loss | | | $ |
Adjustments to reconcile net loss to net cash | | | |
Changes in operating assets and liabilities: | | | |
Accrued expenses | | | |
Net cash | | | |
| | ||
Cash Flows from Financing Activities: | | | |
Proceeds from issuance of Class B common stock to Sponsor | | | 25,000 |
Payment of offering costs | | | (649) |
Net cash provided by financing activities | | | |
| | ||
Net Change in Cash | | | |
Cash – Beginning | | | — |
Cash – Ending | | | $ |
| | ||
Non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued offering costs | | | $ |
ASSETS | | | |
Current asset - cash | | | $24,351 |
Deferred offering costs | | | 218,313 |
TOTAL ASSETS | | | $242,664 |
| | ||
LIABILITIES AND STOCKHOLDER’S EQUITY | | | |
Current liabilities: | | | |
Accrued expenses | | | $999 |
Accrued offering costs | | | 217,664 |
Total Current Liabilities | | | 218,663 |
| | ||
Commitments and Contingencies | | | |
| | ||
Stockholder’s Equity | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | — |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | | | — |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding(1) | | | 604 |
Additional paid-in capital | | | 24,396 |
Accumulated deficit | | | (999) |
Total Stockholder’s Equity | | | 24,001 |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | | | $242,664 |
(1) | Includes up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Formation and operating costs | | | $999 |
Net Loss | | | $(999) |
| | ||
Weighted average shares outstanding, basic and diluted(1) | | | 5,250,000 |
| | ||
Basic and diluted net loss per common share | | | $(0.00) |
(1) | Excludes an aggregate of up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance – December 2, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
| | | | | | | | | | ||||||
Issuance of Class B common stock to Sponsor(1) | | | 6,037,500 | | | 604 | | | 24,396 | | | — | | | 25,000 |
| | | | | | | | | | ||||||
Net loss | | | — | | | — | | | — | | | (999) | | | (999) |
Balance – December 31, 2020 | | | 6,037,500 | | | $604 | | | $24,396 | | | $(999) | | | $24,001 |
(1) | Includes 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Cash Flows from Operating Activities: | | | |
Net loss | | | $(999) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
Changes in operating assets and liabilities: | | | |
Accrued expenses | | | 999 |
Net cash provided by operating activities | | | 0 |
| | ||
Cash Flows from Financing Activities: | | | |
Proceeds from issuance of Class B common stock to Sponsor | | | 25,000 |
Payment of offering costs | | | (649) |
Net cash provided by financing activities | | | 24,351 |
| | ||
Net Change in Cash | | | 24,351 |
Cash – Beginning | | | — |
Cash – Ending | | | $24,351 |
| | ||
Non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued offering costs | | | $217,663 |
ASSETS | | | |
Current asset - cash | | | $24,351 |
Deferred offering costs | | | 218,313 |
TOTAL ASSETS | | | $242,664 |
| | ||
LIABILITIES AND STOCKHOLDER’S EQUITY | | | |
Current liabilities: | | | |
Accrued expenses | | | $999 |
Accrued offering costs | | | 217,664 |
Total Current Liabilities | | | 218,663 |
| | ||
Commitments and Contingencies | | | |
| | ||
Stockholder’s Equity | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | — |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | | | — |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,037,500 shares issued and outstanding(1) | | | 604 |
Additional paid-in capital | | | 24,396 |
Accumulated deficit | | | (999) |
Total Stockholder’s Equity | | | 24,001 |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | | | $242,664 |
(1) | Includes up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Formation and operating costs | | | $999 |
Net Loss | | | $(999) |
| | ||
Weighted average shares outstanding, basic and diluted(1) | | | 5,250,000 |
| | ||
Basic and diluted net loss per common share | | | $(0.00) |
(1) | Excludes an aggregate of up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance – December 2, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
| | | | | | | | | | ||||||
Issuance of Class B common stock to Sponsor(1) | | | 6,037,500 | | | 604 | | | 24,396 | | | — | | | 25,000 |
| | | | | | | | | | ||||||
Net loss | | | — | | | — | | | — | | | (999) | | | (999) |
Balance – December 31, 2020 | | | 6,037,500 | | | $604 | | | $24,396 | | | $(999) | | | $24,001 |
(1) | Includes 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Cash Flows from Operating Activities: | | | |
Net loss | | | $(999) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
Changes in operating assets and liabilities: | | | |
Accrued expenses | | | 999 |
Net cash provided by operating activities | | | 0 |
| | ||
Cash Flows from Financing Activities: | | | |
Proceeds from issuance of Class B common stock to Sponsor | | | 25,000 |
Payment of offering costs | | | (649) |
Net cash provided by financing activities | | | 24,351 |
| | ||
Net Change in Cash | | | 24,351 |
Cash – Beginning | | | — |
Cash – Ending | | | $24,351 |
| | ||
Non-cash investing and financing activities: | | | |
Deferred offering costs included in accrued offering costs | | | $217,663 |
Barclays BofA Securities Co-Managers Academy Securities Drexel Hamilton Loop Capital Markets R. Seelaus & Co., LLC Roberts & Ryan Siebert Williams Shank |
Item 13. | Other Expenses of Issuance and Distribution. |
Legal fees and expenses | | | $325,000 |
Accounting fees and expenses | | | 40,000 |
SEC expenses | | | 26,348 |
FINRA expenses | | | 36,725 |
NYSE listing expenses | | | 85,000 |
Director and Officer liability insurance premiums | | | 500,000 |
Printing and engraving expenses | | | 40,000 |
Miscellaneous(1) | | | 362,727 |
Total | | | $1,415,800 |
(1) | This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including transfer agent and trustee fees. |
Item 14. | Indemnification of Directors and Officers. |
(a) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. |
(b) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that |
(c) | To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. |
(d) | Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. |
(e) | Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. |
(f) | The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. |
(g) | A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. |
(h) | For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. |
(i) | For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section. |
(j) | The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(k) | The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees). |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. The following exhibits are filed as part of this registration statement: |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement | |
| | Certificate of Incorporation | |
| | Form of Amended and Restated Certificate of Incorporation | |
| | Bylaws | |
| | Specimen Unit Certificate | |
| | Specimen Class A Common Stock Certificate | |
| | Specimen Warrant Certificate (included in Exhibit 4.4) | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | Opinion of Ropes & Gray LLP | |
| | Form of Letter Agreement among the Registrant, the Sponsor, the officers and directors of the Registrant and the other signatories thereto | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | Founder Shares Subscription Agreement, dated December 11, 2020, between the Registrant and Climate Real Impact Solutions II Sponsor, LLC | |
| | Form of Warrant Purchase Agreement between the Registrant and Climate Real Impact Solutions II Sponsor, LLC | |
| | Form of Registration and Stockholder Rights Agreement between the Registrant and certain security holders | |
| | Form of Indemnification Agreement | |
| | Promissory Note issued in favor of Climate Real Impact Solutions II Sponsor, LLC, dated December 11, 2020 | |
| | Consent of WithumSmith+Brown, PC | |
| | Consent of Ropes & Gray LLP (included in Exhibit 5.1) | |
| | Consent of Richard Kauffman, Director Nominee and Chairperson Elect | |
| | Consent of Tanuja Dehne, Director Nominee | |
| | Consent of Dawn Lippert, Director Nominee | |
| | Consent of Ron Lumbra, Director Nominee | |
| | Consent of Jamie Weinstein, Director Nominee |
* |
** | Filed herewith. |
(b) | Financial Statements. See page F-1 for an index to the financial statements included in the registration statement. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned registrant hereby undertakes that: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(5) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and |
(6) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| | Climate Real Impact Solutions II Acquisition Corporation | |||||||
| | | | | | ||||
| | By: | | | /s/ David W. Crane | ||||
| | | | Name: | | | David W. Crane | ||
| | | | Title: | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ David W. Crane | | | Chief Executive Officer and Director (Principal Executive Officer) | | | January |
David W. Crane | | |||||
| | | | |||
/s/ John A. Cavalier | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | January |
John A. Cavalier | |