2021 Q1 Form 10-Q Financial Statement
#000114036121018219 Filed on May 20, 2021
Income Statement
| Concept | 2021 Q1 |
|---|---|
| Revenue | $4.130M |
| YoY Change | 170.64% |
| Cost Of Revenue | $5.808M |
| YoY Change | 496.92% |
| Gross Profit | -$1.678M |
| YoY Change | -403.44% |
| Gross Profit Margin | -40.63% |
| Selling, General & Admin | $16.85M |
| YoY Change | |
| % of Gross Profit | |
| Research & Development | |
| YoY Change | |
| % of Gross Profit | |
| Depreciation & Amortization | $8.791M |
| YoY Change | |
| % of Gross Profit | |
| Operating Expenses | $14.51M |
| YoY Change | 1002.89% |
| Operating Profit | -$16.19M |
| YoY Change | 2022.15% |
| Interest Expense | $3.470K |
| YoY Change | |
| % of Operating Profit | |
| Other Income/Expense, Net | -$418.0K |
| YoY Change | -222.22% |
| Pretax Income | -$16.61M |
| YoY Change | |
| Income Tax | $0.00 |
| % Of Pretax Income | |
| Net Earnings | -$30.92M |
| YoY Change | 114.9% |
| Net Earnings / Revenue | -748.72% |
| Basic Earnings Per Share | |
| Diluted Earnings Per Share | -$1.076M |
| COMMON SHARES | |
| Basic Shares Outstanding | |
| Diluted Shares Outstanding |
Balance Sheet
| Concept | 2021 Q1 |
|---|---|
| SHORT-TERM ASSETS | |
| Cash & Short-Term Investments | $385.3K |
| YoY Change | |
| Cash & Equivalents | $23.60M |
| Short-Term Investments | |
| Other Short-Term Assets | $420.7K |
| YoY Change | |
| Inventory | |
| Prepaid Expenses | |
| Receivables | $6.060M |
| Other Receivables | $30.69K |
| Total Short-Term Assets | $805.9K |
| YoY Change | |
| LONG-TERM ASSETS | |
| Property, Plant & Equipment | $79.11M |
| YoY Change | |
| Goodwill | |
| YoY Change | |
| Intangibles | |
| YoY Change | |
| Long-Term Investments | $230.0M |
| YoY Change | |
| Other Assets | $1.373M |
| YoY Change | |
| Total Long-Term Assets | $230.0M |
| YoY Change | |
| TOTAL ASSETS | |
| Total Short-Term Assets | $805.9K |
| Total Long-Term Assets | $230.0M |
| Total Assets | $230.8M |
| YoY Change | |
| SHORT-TERM LIABILITIES | |
| YoY Change | |
| Accounts Payable | $2.835M |
| YoY Change | |
| Accrued Expenses | $2.217M |
| YoY Change | |
| Deferred Revenue | |
| YoY Change | |
| Short-Term Debt | $0.00 |
| YoY Change | |
| Long-Term Debt Due | |
| YoY Change | |
| Total Short-Term Liabilities | $2.217M |
| YoY Change | |
| LONG-TERM LIABILITIES | |
| Long-Term Debt | $0.00 |
| YoY Change | |
| Other Long-Term Liabilities | $69.91M |
| YoY Change | |
| Total Long-Term Liabilities | $69.91M |
| YoY Change | |
| TOTAL LIABILITIES | |
| Total Short-Term Liabilities | $2.217M |
| Total Long-Term Liabilities | $69.91M |
| Total Liabilities | $72.12M |
| YoY Change | |
| SHAREHOLDERS EQUITY | |
| Retained Earnings | -$45.22M |
| YoY Change | |
| Common Stock | |
| YoY Change | |
| Preferred Stock | |
| YoY Change | |
| Treasury Stock (at cost) | |
| YoY Change | |
| Treasury Stock Shares | |
| Shareholders Equity | $73.36M |
| YoY Change | |
| Total Liabilities & Shareholders Equity | $230.8M |
| YoY Change |
Cashflow Statement
| Concept | 2021 Q1 |
|---|---|
| OPERATING ACTIVITIES | |
| Net Income | -$30.92M |
| YoY Change | 114.9% |
| Depreciation, Depletion And Amortization | $8.791M |
| YoY Change | |
| Cash From Operating Activities | $7.780M |
| YoY Change | -2361.63% |
| INVESTING ACTIVITIES | |
| Capital Expenditures | $7.827M |
| YoY Change | 4615.06% |
| Acquisitions | |
| YoY Change | |
| Other Investing Activities | |
| YoY Change | |
| Cash From Investing Activities | -$7.827M |
| YoY Change | 4615.06% |
| FINANCING ACTIVITIES | |
| Cash Dividend Paid | |
| YoY Change | |
| Common Stock Issuance & Retirement, Net | |
| YoY Change | |
| Debt Paid & Issued, Net | |
| YoY Change | |
| Cash From Financing Activities | 15.73M |
| YoY Change | |
| NET CHANGE | |
| Cash From Operating Activities | 7.780M |
| Cash From Investing Activities | -7.827M |
| Cash From Financing Activities | 15.73M |
| Net Change In Cash | 15.68M |
| YoY Change | -3174.71% |
| FREE CASH FLOW | |
| Cash From Operating Activities | $7.780M |
| Capital Expenditures | $7.827M |
| Free Cash Flow | -$47.00K |
| YoY Change | -90.78% |
Facts In Submission
| Frame | Concept Type | Concept / XBRL Key | Value | Unit |
|---|---|---|---|---|
| CY2021Q1 | us-gaap |
Accounts Payable Underwriters Promoters And Employees Other Than Salaries And Wages Current
AccountsPayableUnderwritersPromotersAndEmployeesOtherThanSalariesAndWagesCurrent
|
0 | |
| CY2020Q4 | us-gaap |
Accounts Payable Underwriters Promoters And Employees Other Than Salaries And Wages Current
AccountsPayableUnderwritersPromotersAndEmployeesOtherThanSalariesAndWagesCurrent
|
25000 | |
| CY2020Q4 | us-gaap |
Accrued Liabilities Current
AccruedLiabilitiesCurrent
|
723277 | |
| CY2021Q1 | us-gaap |
Accrued Liabilities Current
AccruedLiabilitiesCurrent
|
2216885 | |
| CY2020Q4 | us-gaap |
Additional Paid In Capital
AdditionalPaidInCapital
|
19301375 | |
| CY2021Q1 | us-gaap |
Additional Paid In Capital
AdditionalPaidInCapital
|
50223046 | |
| CY2020Q4 | us-gaap |
Assets
Assets
|
231255125 | |
| CY2021Q1 | us-gaap |
Assets
Assets
|
230812755 | |
| CY2021Q1 | us-gaap |
Assets Current
AssetsCurrent
|
805918 | |
| CY2020Q4 | us-gaap |
Assets Current
AssetsCurrent
|
1251745 | |
| CY2021Q1 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
230006837 | |
| CY2020Q4 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
230003380 | |
| CY2021Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect
|
-604977 | |
| CY2020Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
990249 | |
| CY2021Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
385272 | |
| CY2020Q4 | us-gaap |
Cash
Cash
|
990249 | |
| CY2021Q1 | us-gaap |
Cash
Cash
|
385272 | |
| CY2021Q1 | us-gaap |
Commitments And Contingencies
CommitmentsAndContingencies
|
||
| CY2020Q4 | us-gaap |
Commitments And Contingencies
CommitmentsAndContingencies
|
||
| CY2021Q1 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<div style="font-family: 'Times New Roman'; font-size: 10pt;"><div style="text-align: justify; font-style: italic; font-weight: bold;">Concentration of Credit Risk</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.</div></div> | |
| CY2020Q4 | us-gaap |
Deferred Offering Costs
DeferredOfferingCosts
|
13161756 | |
| CY2021Q1 | us-gaap |
Derivative Instruments Not Designated As Hedging Instruments Gain Loss Net
DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet
|
-29011000 | |
| CY2021Q1 | us-gaap |
Derivative Liabilities Noncurrent
DerivativeLiabilitiesNoncurrent
|
61855000 | |
| CY2020Q4 | us-gaap |
Derivative Liabilities Noncurrent
DerivativeLiabilitiesNoncurrent
|
32844000 | |
| CY2020Q4 | us-gaap |
Derivative Liabilities
DerivativeLiabilities
|
32844000 | |
| CY2021Q1 | us-gaap |
Derivative Liabilities
DerivativeLiabilities
|
61855000 | |
| CY2021Q1 | us-gaap |
Operating Expenses
OperatingExpenses
|
1914450 | |
| CY2021Q1 | us-gaap |
Operating Income Loss
OperatingIncomeLoss
|
-1914450 | |
| CY2021Q1 | us-gaap |
Other Prepaid Expense Current
OtherPrepaidExpenseCurrent
|
420646 | |
| CY2020Q4 | us-gaap |
Other Prepaid Expense Current
OtherPrepaidExpenseCurrent
|
261496 | |
| CY2021Q1 | us-gaap |
Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
|
25000 | |
| CY2021Q1 | us-gaap |
Derivatives Embedded Derivatives
DerivativesEmbeddedDerivatives
|
<div style="font-family: 'Times New Roman'; font-size: 10pt;"><div style="text-align: justify; font-style: italic; font-weight: bold;">Derivative Financial Instruments</div><div><br /></div><div style="text-align: justify; text-indent: 36pt;">The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.</div></div> | |
| CY2021Q1 | us-gaap |
Derivatives Methods Of Accounting Nonhedging Derivatives
DerivativesMethodsOfAccountingNonhedgingDerivatives
|
<div style="font-family: 'Times New Roman'; font-size: 10pt;"><div style="margin-right: 12.25pt; font-style: italic; font-weight: bold;">Warrant Liability</div><div><br /></div><div style="text-align: justify; text-indent: 36pt;">The Company accounts for its issued and outstanding warrants (such warrants, as described in Note 8, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants issued in the IPO has been estimated using the Public Warrants’ quoted market price at December 31, 2020 and March 31, 2021. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model.</div></div> | |
| CY2021Q1 | us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
29011000 | |
| CY2021Q1 | us-gaap |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Asset Transfers Into Level3
FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetTransfersIntoLevel3
|
0 | |
| CY2021Q1 | us-gaap |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Asset Transfers Out Of Level3
FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetTransfersOutOfLevel3
|
0 | |
| CY2021Q1 | us-gaap |
Increase Decrease In Prepaid Expenses Other
IncreaseDecreaseInPrepaidExpensesOther
|
159150 | |
| CY2021Q1 | us-gaap |
Increase Decrease In Accrued Liabilities
IncreaseDecreaseInAccruedLiabilities
|
1493608 | |
| CY2021Q1 | us-gaap |
Interest Income Deposits With Financial Institutions
InterestIncomeDepositsWithFinancialInstitutions
|
15 | |
| CY2021Q1 | us-gaap |
Investment Income Interest
InvestmentIncomeInterest
|
3457 | |
| CY2021Q1 | us-gaap |
Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
|
230812755 | |
| CY2020Q4 | us-gaap |
Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
|
231255125 | |
| CY2020Q4 | us-gaap |
Liabilities
Liabilities
|
41642277 | |
| CY2021Q1 | us-gaap |
Liabilities
Liabilities
|
72121885 | |
| CY2020Q4 | us-gaap |
Liabilities Current
LiabilitiesCurrent
|
748277 | |
| CY2021Q1 | us-gaap |
Liabilities Current
LiabilitiesCurrent
|
2216885 | |
| CY2021Q1 | us-gaap |
Nature Of Operations
NatureOfOperations
|
<div style="font-family: 'Times New Roman'; font-size: 10pt;"><div style="font-weight: bold;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Climate Change Crisis Real Impact I Acquisition Corporation (the “Company”) was incorporated in Delaware on August 4, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Company has one subsidiary, CRIS Thunder Merger LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on January 12, 2021 (“SPAC Sub”).</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">As of March 31, 2021, the Company had not commenced any operations. All activity for the period from August 4, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020 and the Company signed an agreement with a syndicate of underwriters to issue 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. On October 2, 2020 the Company completed the Initial Public Offering.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $1.00 per Private Placement Warrant in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,600,000, which is described in Note 4.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Transaction costs amounted to $13,161,756 consisting of $4,204,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $907,756 of other offering costs.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Following the closing of the Initial Public Offering on October 2, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The funds in the Trust Account will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (less $100,000 of interest to pay dissolution expenses).</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination, and the Company’s management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the Trust Account if and when such funds are properly released from the Trust Account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the PIMCO private funds (an affiliate of the Sponsor).</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Company will provide the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Company will have until October 2, 2022, or such later date as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company 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 the Company to pay its tax obligations (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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt; font-weight: bold;">Pending Business Combination & Related PIPE</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">On January 21, 2021, the Company and SPAC Sub, entered into a business combination agreement (the “Business Combination Agreement”) with Holdings, EVgo HoldCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (the “HoldCo”) and EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“OpCo” and, together with Holdings and HoldCo, the “EVgo Parties”). The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “business combination.”</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Pursuant to the Business Combination Agreement, at the closing of the business combination (the “Closing”) on the date the transactions are consummated (the “Closing Date”):</div><div><br /></div><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"><tr><td style="width: 18pt;"><br /></td><td style="width: 27pt; vertical-align: top;">(i)</td><td style="width: auto; vertical-align: top;"><div>The Company will contribute all of its assets to SPAC Sub, including but not limited to (1) an amount of funds equal to (A) funds held in the Trust Account, <font style="font-style: italic;">plus</font> (B) net cash proceeds from the PIPE (as defined below), <font style="font-style: italic;">plus</font> (C) any cash held by the Company in any working capital or similar account, <font style="font-style: italic;">less</font> any transaction expenses of the Company and the EVgo Parties; and (2) a number of newly issued shares of Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, “common stock”) of the Company equal to the number of units of OpCo (“OpCo Units”) to be issued to Holdings (the “Holdings OpCo Units”) under the Business Combination Agreement, which will be equal to the quotient obtained by <font style="font-style: italic;">dividing</font> (x) $1,958,000,000 by (y) $10.00 (such shares, the “Holdings Class B Shares” and such transaction, the “SPAC Contribution”);</div></td></tr></table><div><br /></div><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"><tr><td style="width: 18pt;"><br /></td><td style="width: 27pt; vertical-align: top;">(ii)</td><td style="width: auto; vertical-align: top;"><div>immediately following the SPAC Contribution, Holdings will contribute to OpCo all of the issued and outstanding limited liability company interests of the Company and, in connection therewith, (1) OpCo will be recapitalized as set forth in the OpCo A&R LLC Agreement (as defined in the Business Combination Agreement), and (2) OpCo will issue to Holdings the Holdings OpCo Units (such transactions, the “Holdings Contribution”);</div></td></tr></table><div><br /></div><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"><tr><td style="width: 18pt;"><br /></td><td style="width: 27pt; vertical-align: top;">(iii)</td><td style="width: auto; vertical-align: top;"><div>immediately following the Holdings Contribution, SPAC Sub will transfer to Holdings the Holdings Class B Shares and the right to enter into the Tax Receivable Agreement (as defined in the Business Combination Agreement) (such transactions, the “SPAC Sub Transfer”); and</div></td></tr></table><div><br /></div><table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"><tr><td style="width: 18pt;"><br /></td><td style="width: 27pt; vertical-align: top;">(iv)</td><td style="width: auto; vertical-align: top;"><div>immediately following the SPAC Sub Transfer, SPAC Sub will contribute to OpCo all of its remaining assets in exchange for the issuance by OpCo to SPAC Sub of the number of OpCo Units equal to the number of shares of Class A common stock issued and outstanding after giving effect to the business combination and the PIPE (the “Issued OpCo Units”) (the “SPAC Sub Contribution”).</div></td></tr></table><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">In connection with the execution of the Business Combination Agreement, on January 21, 2021, the Company entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and the Company has agreed to sell to the PIPE Investors, an aggregate of 40,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $400.0 million, in a private placement (the “PIPE”).</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Each Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the applicable PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the proposed business combination. The purpose of the PIPE is to raise additional capital for use by HoldCo and its subsidiaries following the closing or the proposed business combination.</div><div><br /></div><div style="text-indent: 16.2pt; text-align: justify;">Pursuant to the Subscription Agreements, the Company agreed that, within 30 calendar days after the Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the PIPE Resale Registration Statement) following the Filing Deadline and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review.</div></div> | |
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-25000 | |
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Preferred Stock Shares Issued
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Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
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Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
| CY2020Q4 | us-gaap |
Preferred Stock Shares Authorized
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|
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Preferred Stock Shares Authorized
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Related Party Transaction Selling General And Administrative Expenses From Transactions With Related Party
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|
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Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
|
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Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
|
-14302396 | |
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Stock Redeemed Or Called During Period Value
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Unrecognized Tax Benefits
UnrecognizedTaxBenefits
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5000008 | |
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Stockholders Equity
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5000010 | |
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Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
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|
0 | |
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Unrecognized Tax Benefits
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|
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| CY2021Q1 | clii |
Underwriting Fees Deferred
UnderwritingFeesDeferred
|
8050000 | |
| CY2021Q1 | clii |
Deferred Underwriter Fee Per Unit
DeferredUnderwriterFeePerUnit
|
0.35 | |
| CY2021Q1 | clii |
Number Of Individuals Can Be Nominated For Election In Board Of Directors By20 Funders Share Holder
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|
1 | |
| CY2021Q1 | clii |
Number Of Individuals Can Be Nominated For Election In Board Of Directors By30 Funders Share Holder
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2 | |
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Use Of Estimates
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<div style="font-family: 'Times New Roman'; font-size: 10pt;"><div style="text-align: justify; font-style: italic; font-weight: bold;">Use of Estimates</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.</div><div><br /></div><div style="text-align: justify; text-indent: 16.2pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.</div></div> | |
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|
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Amendment Flag
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false | |
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Current Fiscal Year End Date
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|
--12-31 | |
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Document Period End Date
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|
2021-03-31 | |
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Entity Address State Or Province
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NJ | |
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Entity Current Reporting Status
EntityCurrentReportingStatus
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Entity Filer Category
EntityFilerCategory
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Non-accelerated Filer | |
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Entity Registrant Name
EntityRegistrantName
|
Climate Change Crisis Real Impact I Acquisition Corp | |
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Entity Central Index Key
EntityCentralIndexKey
|
0001821159 | |
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Document Fiscal Year Focus
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|
2021 | |
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Document Fiscal Period Focus
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Q1 | |
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Document Type
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10-Q | |
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Entity Interactive Data Current
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Deferred Underwriting Fee Payable Noncurrent
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|
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Deferred Underwriting Fee Payable Noncurrent
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8050000 | |
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Underwriting Fees Deferred
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|
8050000 | |
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Number Of Individuals Can Be Nominated For Election In Board Of Directors By50 Funders Share Holder
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|
3 | |
| CY2021Q1 | clii |
Change In Value Of Ordinary Shares Subject To Possible Redemption
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|
30921980 | |
| CY2021Q1 | clii |
Maximum Number Of Calendar Days Company Agreed To To File In Sec
MaximumNumberOfCalendarDaysCompanyAgreedToToFileInSEC
|
P30D | |
| CY2021Q1 | clii |
Number Of Subsidiaries
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|
1 | |
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Underwriting Fees
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|
4204000 | |
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Other Offering Costs
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|
907756 | |
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Net Tangible Asset Threshold For Redeeming Public Shares
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|
5000001 | |
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Percentage Of Public Shares That Can Be Redeemed Without Prior Consent
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|
0.15 | |
| CY2021Q1 | clii |
Percentage Of Public Shares That Would Not Be Redeemed If Business Combination Is Not Completed Within Initial Combination Period
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|
1 | |
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Period To Redeem Public Shares If Business Combination Is Not Completed Within Initial Combination Period
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|
P10D | |
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Stock Conversion Ratio
StockConversionRatio
|
1 | |
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Stock Conversion Percentage Threshold
StockConversionPercentageThreshold
|
0.2 | |
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Period Required For Warrants To Become Exercisable
PeriodRequiredForWarrantsToBecomeExercisable
|
P30D | |
| CY2021Q1 | clii |
Period For Registration Statement To Become Effective
PeriodForRegistrationStatementToBecomeEffective
|
P60D |
