UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
|
Preliminary Proxy Statement
|
|
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
☐
|
Definitive Proxy Statement
|
|
|
☐
|
Definitive Additional Materials
|
|
|
☒
|
Soliciting Material Pursuant to §240.14a-12
|
Climate
Change Crisis Real Impact I Acquisition Corporation
(Name of Registrant as Specified In Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
|
No fee required.
|
|
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
☐
|
Fee paid previously with preliminary materials.
|
|
|
☐
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
On February 5, 2021, Climate Change Crisis Real Impact I
Acquisition Corporation’s Chief Executive Officer, David Crane, spoke on GreenBiz 350 Podcast. Below is a copy of the transcript
of the GreenBiz 350 Podcast interview, which is being filed herewith as a soliciting material.
David Crane, Climate Change Crisis Real
Impact I Acquisition Corporation (“CRIS”)
GreenBiz 350 Podcast Interview Transcript
February 5, 2021
Katie Fehrenbacher, GreenBiz 350 Podcast (32:40): Hi,
this is Katie Bucher, senior writer and analyst, covering sustainable transportation for green GreenBiz. A few weeks ago, a company
that owns one of the biggest electric vehicle charging networks in the U.S., called EVgo, announced that it plans to become a publicly
traded company. Companies go public every day in America, but EVgo isn’t opting for the traditional route. It's merging with
what's called a special purpose acquisition company, or a SPAC. Two years ago, SPACs were a relatively underused financial tool,
but last year they became the hot thing on Wall Street for climate tech companies and in particular, for electric vehicle companies.
EVgo’s public play, which we'll see it raise over $500 million, is an example of the big promise of electric vehicles in
2021. But to me, it's also a really fascinating personal story. It's part of the legacy of David Crane. David Crane is an investor
and was the former CEO of the large energy player, NRG Energy. A decade ago, while leading NRG, Crane helped create EVgo as a division
of the company.
The idea was a bit before its time. There were only a handful
of EV models on the market in 2010 and in 2015, Crane left NRG, and a year later, EVgo was sold off to outside investors. But fast
forward, 10 years later, and that idea has finally come. So what's Crane's role today? He and his team created that SPAC, the financial
tool I told you about earlier that merged with EVgo to take it public. I thought there was something just so poetic about the company
slowly coming full circle under Crane's leadership. I couldn't resist and I jumped on a Zoom call to chat with him about it. He
was less nostalgic than me, but here's what he had to say about the deal when I pressed him on how he felt about the reunion.
David Crane, CRIS (34:39): I guess there's certain aspects
of that that are, are satisfying. I think the, the main aspect is, it's just so gratifying. I think we started EVgo go in 2010
and we knew when we started that we were five years too early. But I said at the time, well, it's not a lot of money. And if we
wait until it's really right, you know, the ExxonMobils will have jumped in or the giant utilities, and they will just brush us
aside. So as a medium-sized company, we have to get out there early. So, I knew we were five years too early, but it's really been
10 years, right. Because, uh, and, and, and timing is everything in business. So I guess, any sort of personal gratification, I,
I feel about being part of the EVgo story again, is far outweighed just by the excitement I feel about this as a revolution whose
time has finally come.
Katie Fehrenbacher, GreenBiz 350 Podcast (35:41): A revolution
indeed. But Crane has been around long enough that he has a higher level perspective. His family owns four electric vehicles and
three of those, he acquired a decade ago -- a Fisker Karma, a Tesla Roadster, and a first-generation Nissan Leaf. For him, the
EV revolution might finally be here, but he's hoping it goes faster than expected.
David Crane, CRIS (36:04): These projections are talking
about one out of every four cars being sold in 2030 being electric. And I'm like, well, what about the other three out of four?
It's flat screen TVs went from 0% market share at a hundred percent market share in a decade. Why, why can't we achieve that with
plugin transportation? So I like to think that while some people are, or, you know, suggesting that this current, you know, sort
of enthusiasm is actually misplaced euphoria, that in fact that the history will look back, that we were actually more cautious
than we needed to be.
###
Additional Information and Where to Find It
On January 21, 2021,
Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (“CRIS”), and CRIS Thunder Merger
LLC, a Delaware limited liability company and wholly-owned subsidiary of CRIS entered into a business combination agreement (as
the same may be amended from time to time, the “Business Combination Agreement”) with EVgo Holdings, LLC, a Delaware
limited liability company (“Holdings”), EVgo HoldCo, LLC, a Delaware limited liability company and wholly-owned subsidiary
of Holdings (the “EVgo”) and EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings.
The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “business
combination.”
In connection with
the proposed business combination, CRIS intends to file preliminary and definitive proxy statements with the SEC. The preliminary
and definitive proxy statements and other relevant documents will be sent or given to the stockholders of CRIS as of the record
date established for voting on the proposed business combination and will contain important information about the proposed business
combination and related matters. Stockholders of CRIS and other interested persons are advised to read, when available, the preliminary
proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with CRIS’s
solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination
because the proxy statement will contain important information about CRIS, EVgo and the proposed business combination. When available,
the definitive proxy statement will be mailed to CRIS’s stockholders as of a record date to be established for voting on
the proposed business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a request to: Climate Change Crisis Real Impact I Acquisition
Corporation, 300 Carnegie Center, Suite 150 Princeton, NJ 08540, Attention: Secretary, telephone: (212) 847-0360.
Participants in the Solicitation
CRIS, EVgo, Holdings
and their respective directors and executive officers may be deemed participants in the solicitation of proxies from CRIS’s
stockholders in connection with the business combination. CRIS’s stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and officers of CRIS in CRIS’s final prospectus filed with the
SEC on September 30, 2020 in connection with CRIS’s initial public offering. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to CRIS’s stockholders in connection with the proposed business
combination will be set forth in the proxy statement for the proposed business combination when available. Additional information
regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will
be included in the proxy statement that CRIS intends to file with the SEC.
Cautionary Statements Regarding Forward-Looking
Information
Certain statements
in this Schedule 14A that are not historical facts may constitute forward-looking statements are forward-looking statements for
purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. All statements, other than statements of present or historical fact included in this Schedule 14A, regarding CRIS’s
proposed business combination with EVgo, CRIS’s ability to consummate the transaction, the benefits of the transaction and
the combined company’s future financial performance, as well as the combined company’s strategy, future operations,
estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are
forward-looking statements. These statements are based on various assumptions, whether or not identified in this Schedule 14A,
and on the current expectations of the respective management of CRIS and EVgo and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of CRIS or EVgo. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed
or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial,
political and legal conditions; the inability of the parties to successfully or timely consummate the business combination, including
the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of CRIS
or EVgo is not obtained; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty
of the projected financial information with respect to EVgo; the amount of redemption requests made by CRIS’s stockholders;
the overall level of consumer demand for EVgo’s products; general economic conditions and other factors affecting consumer
confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial
strength of EVgo’s customers; EVgo’s ability to implement its business strategy; changes in governmental regulation,
EVgo’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to EVgo’s business,
as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; stability of EVgo’s
suppliers, as well as consumer demand for its products, in light of disease epidemics and health-related concerns such as the COVID-19
pandemic; the impact that global climate change trends may have on EVgo and its suppliers and customers; EVgo’s ability to
protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, CRIS’s information
systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products as
well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic
risks. More information on potential factors that could affect CRIS’s or EVgo’s financial results is included from
time to time in CRIS’s public reports filed with the Securities and Exchange Commission, as well as the preliminary and the
definitive proxy statements that CRIS intends to file with the SEC in connection with CRIS’s solicitation of proxies for
the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks
materialize or CRIS’s or EVgo’s assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that neither CRIS nor EVgo presently know, or that CRIS
and EVgo currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect CRIS’s and EVgo’s expectations, plans or forecasts of future
events and views as of the date of this Schedule 14A. CRIS and EVgo anticipate that subsequent events and developments will cause
their assessments to change. However, while CRIS and EVgo may elect to update these forward-looking statements at some point in
the future, CRIS and EVgo specifically disclaim any obligation to do so, except as required by law. These forward-looking statements
should not be relied upon as representing CRIS’s or EVgo’s assessments as of any date subsequent to the date of this
Schedule 14A. Accordingly, undue reliance should not be placed upon the forward-looking statements.
3
Climate Change Crisis Re... (NYSE:CLII)
Historical Stock Chart
From Mar 2024 to Apr 2024
Climate Change Crisis Re... (NYSE:CLII)
Historical Stock Chart
From Apr 2023 to Apr 2024