12/17/2021 | Press release | Distributed by Public on 12/17/2021 08:25
CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
85-4141622
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
300 Carnegie Center, Suite 150
Princeton, NJ08540
|
(Address of Principal Executive Offices, including zip code)
|
(212) 847-0360
|
(Registrant's telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which
registered
|
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant
|
|
CLIM.U
|
|
New York Stock Exchange
|
Shares of Class A common stock included as part of the units
|
|
CLIM
|
|
New York Stock Exchange
|
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
|
|
CLIM WS
|
|
New York Stock Exchange
|
☐ Large accelerated filer
|
☐ Accelerated filer
|
|
☒ Non-accelerated filer
|
☒ Smaller reporting company
|
|
☒ Emerging growth company
|
Page
|
||
PART 1 -
|
FINANCIAL INFORMATION
|
|
Item 1
|
Financial Statements
|
1
|
Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020
|
1
|
|
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 (unaudited)
|
2
|
|
Condensed Statements of Changes in Stockholders' Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 (unaudited)
|
3
|
|
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited)
|
4
|
|
Notes to Condensed Financial Statements (unaudited)
|
5
|
|
Item 2
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
17 |
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
20
|
Item 4
|
Controls and Procedures
|
20
|
PART 2 -
|
OTHER INFORMATION
|
|
Item 1
|
Legal Proceedings
|
21
|
Item 1A
|
Risk Factors
|
21
|
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
22 |
Item 3
|
Defaults Upon Senior Securities
|
22
|
Item 4
|
Mine Safety Disclosures
|
22
|
Item 5
|
Other Information
|
22
|
Item 6
|
Exhibits
|
22
|
SIGNATURES
|
23
|
Item 1
|
Financial Statements
|
September 30, 2021
|
December 31, 2020
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current assets
|
|
|||||||
Cash
|
$
|
425,223
|
$
|
24,351
|
||||
Prepaid expenses
|
370,833
|
-
|
||||||
Total Current Assets
|
796,056
|
24,351
|
||||||
Deferred offering costs
|
-
|
218,313
|
||||||
Investments held in Trust Account
|
241,507,219
|
-
|
||||||
Total Assets
|
$
|
242,303,275
|
$
|
242,664
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
1,694,952
|
$
|
999
|
||||
Accrued offering costs
|
-
|
217,664
|
||||||
Total Current Liabilities
|
1,694,952
|
218,663
|
||||||
Warrant liabilities
|
9,883,379
|
-
|
||||||
Deferred underwriting fee payable
|
8,452,500
|
-
|
||||||
Total Liabilities
|
20,030,831
|
218,663
|
||||||
Commitments and contingencies
|
||||||||
Class A common stock, $0.0001par value; 100,000,000shares authorized; 24,150,000and -0- shares subject to possible redemption at redemption value, at September 30, 2021and December 31, 2020, respectively
|
241,500,000
|
- |
||||||
Stockholders' Equity (Deficit)
|
||||||||
Preferred stock, $0.0001par value; 1,000,000shares authorized; noneissued and outstanding
|
-
|
-
|
||||||
Class B common stock, $0.0001par value; 10,000,000shares authorized; 6,037,500shares issued and outstanding
|
604
|
604 |
||||||
Additional paid-in capital
|
-
|
24,396
|
||||||
(Accumulated deficit)
|
(19,228,160
|
)
|
(999
|
)
|
||||
Total Stockholders' Equity (Deficit)
|
(19,227,556
|
)
|
24,001
|
|||||
Total Liabilities and Stockholders' Equity (Deficit)
|
$
|
242,303,275
|
$
|
242,664
|
Three Months
Ended September 30,
2021
|
Nine Months
Ended September 30,
2021
|
|||||||
Formation and operating costs
|
$
|
1,102,893
|
$
|
2,577,305
|
||||
Loss from operations
|
(1,102,893
|
)
|
(2,577,305
|
)
|
||||
Other income (expense):
|
||||||||
Interest income - bank
|
12
|
53
|
||||||
Interest earned on investments held in Trust Account
|
3,710
|
7,219
|
||||||
Transaction costs related to derivative liability
|
-
|
(622,106
|
)
|
|||||
Change in fair value of warrant liabilities
|
3,384,465
|
7,427,721
|
||||||
Total other income, net
|
3,388,187
|
6,812,887
|
||||||
Net income
|
$
|
2,285,294
|
$
|
4,235,582
|
||||
Weighted average shares outstanding of Class A common stock
|
24,150,000
|
21,673,077
|
||||||
Basic and diluted income per share, Class A
|
$
|
0.08
|
$
|
0.15
|
||||
Weighted average shares outstanding of Class B common stock
|
6,037,500
|
5,953,846
|
||||||
Basic and diluted net income per share, Class B
|
$
|
0.08
|
$
|
0.15
|
Class B
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Stockholders'
Equity (Deficit)
|
||||||||||||||||
Balance - December 31, 2020
|
6,037,500
|
$
|
604
|
$
|
24,396
|
$
|
(999
|
)
|
$
|
24,001
|
||||||||||
Accretion of Class A Common Stock to redemption amount
|
-
|
-
|
(24,396
|
)
|
(23,462,743
|
)
|
(23,487,139 | ) | ||||||||||||
Net income
|
-
|
-
|
-
|
5,779,836
|
5,779,836
|
|||||||||||||||
Balance - March 31, 2021 (as restated) |
6,037,500 |
$ |
604 |
$ |
- |
$ |
(17,683,906 | ) |
$ |
(17,683,302 | ) | |||||||||
Net loss |
- |
- | - | (3,829,548 | ) | (3,829,548 | ) | |||||||||||||
Balance - June 30, 2021 (as restated) |
6,037,500 |
$ | 604 | $ | - | $ | (21,513,454 | ) | $ | (21,512,850 | ) | |||||||||
Net income |
- |
- |
- |
2,285,294 |
2,285,294 |
|||||||||||||||
Balance - September 30, 2021
|
6,037,500
|
$
|
604
|
$
|
-
|
$
|
(19,228,160
|
)
|
$
|
(19,227,556
|
)
|
Cash Flows from Operating Activities:
|
||||
Net Income
|
$
|
4,235,582
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(7,219
|
)
|
||
Change in fair value of warrant liability
|
(7,427,721
|
)
|
||
Transaction costs related to derivative liability
|
622,106
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(370,833
|
)
|
||
Accrued expenses
|
1,693,952
|
|||
Net cash used in operating activities
|
(1,254,133
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(241,500,000
|
)
|
||
Net cash used in investing activities
|
(241,500,000
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
237,085,800
|
|||
Proceeds from sale of Private Placement Warrants
|
6,830,000
|
|||
Proceeds from promissory note - related party
|
250,000
|
|||
Repayment of promissory note - related party
|
(250,000
|
)
|
||
Payment of offering costs
|
(760,795
|
)
|
||
Net cash provided by financing activities
|
243,155,005
|
|||
Net Change in Cash
|
400,872
|
|||
Cash - Beginning of period
|
24,351
|
|||
Cash - End of period
|
$
|
425,223
|
||
Non-Cash investing and financing activities:
|
||||
Deferred underwriting fee payable
|
$
|
8,452,500
|
Balance Sheet as of March 31, 2021 (unaudited) |
As
Previously
Reported
|
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption
|
$
|
218,816,690
|
$
|
22,683,310
|
$
|
241,500,000
|
||||||
Class A common stock
|
$
|
227
|
$
|
(227
|
)
|
$
|
-
|
|||||
Additional paid-in capital
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Accumulated deficit
|
$
|
4,999,177
|
$
|
(22,683,083
|
)
|
$
|
(17,683,906
|
)
|
||||
Total Stockholders' Equity (Deficit)
|
$
|
5,000,008
|
$
|
(22,683,310
|
)
|
$
|
(17,683,302
|
)
|
||||
Number of Class A shares subject to possible redemption
|
21,881,669
|
2,268,331
|
24,150,000
|
Class A common stock subject to possible redemption
|
$
|
214,987,140
|
$
|
26,512,860
|
$
|
241,500,000
|
||||||
Class A common stock
|
$
|
265
|
$
|
(265
|
)
|
$
|
-
|
|||||
Additional paid-in capital
|
$
|
3,049,852
|
$
|
(3,049,852
|
)
|
$
|
-
|
|||||
Accumulated deficit
|
$
|
1,949,289
|
$
|
(23,462,743
|
)
|
$
|
(21,513,454
|
)
|
||||
Total Stockholders' Equity (Deficit)
|
$
|
5,000,010
|
$
|
(26,512,860
|
)
|
$
|
(21,512,850
|
)
|
||||
Number of Class A shares subject to possible redemption
|
21,498,714
|
2,651,286
|
24,150,000
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
24,150,000
|
(24,150,000
|
)
|
-
|
||||||||
Basic and diluted net income per share, Common stock subject to possible redemption
|
$
|
-
|
$ | - |
$
|
-
|
||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
5,783,750
|
(5,783,750
|
)
|
- |
||||||||
Basic and diluted net income per share, Non-redeemable common stock
|
$
|
1.00
|
$
|
(1.00
|
)
|
$ | - | |||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
-
|
$
|
16,368,333
|
$
|
16,368,333
|
|||||||
Basic and diluted net income per share, Class A common stock
|
$
|
-
|
$
|
0.26
|
$
|
0.26
|
||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
-
|
5,783,750
|
5,783,750
|
|||||||||
Basic and diluted net income per share, Class B common stock
|
$
|
-
|
$
|
0.26
|
$
|
0.26
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
24,150,000
|
(24,150,000
|
)
|
-
|
||||||||
Basic and diluted net income per share, Common stock subject to possible redemption
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
6,037,500
|
(6,037,500
|
)
|
-
|
||||||||
Basic and diluted net income per share, Non-redeemable common stock
|
$
|
(0.63
|
)
|
$
|
0.63
|
$ | - | |||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
- |
$
|
24,150,000
|
$
|
24,150,000
|
|||||||
Basic and diluted net income per share, Class A common stock
|
$
|
-
|
$
|
(0.13
|
)
|
$
|
(0.13
|
)
|
||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
-
|
6,037,500
|
6,037,500
|
|||||||||
Basic and diluted net income per share, Class B common stock
|
$
|
-
|
$
|
(0.13
|
)
|
$
|
(0.13
|
)
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
24,150,000
|
(24,150,000
|
)
|
-
|
||||||||
Basic and diluted net income per share, Common stock subject to possible redemption
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
5,911,326
|
(5,911,326
|
)
|
-
|
||||||||
Basic and diluted net income per share, Non-redeemable common stock
|
$
|
0.33
|
$
|
(0.33
|
)
|
$ | - | |||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
-
|
$
|
20,280,663
|
$
|
20,280,663
|
|||||||
Basic and diluted net income per share, Class A common stock
|
$
|
-
|
$
|
0.07
|
$
|
0.07
|
||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
-
|
5,911,326
|
5,911,326
|
|||||||||
Basic and diluted net income per share, Class B common stock
|
$
|
-
|
$
|
0.07
|
0.07
|
Sale of 24,150,000Units, net of underwriting discounts, offering costs and warrant liability
|
$
|
218,012,861
|
$
|
(218,012,861
|
)
|
$
|
-
|
|||||
Class A common stock subject to possible redemption
|
$
|
(218,816,690
|
)
|
$
|
218,816,690
|
$
|
-
|
|||||
Accretion for Class A common stock to redemption amount
|
$
|
-
|
$
|
(23,487,139
|
)
|
$
|
(23,487,139
|
)
|
||||
Total Stockholders' Equity (Deficit)
|
$
|
5,000,008
|
$
|
(22,683,310
|
)
|
$
|
(17,683,302
|
)
|
Change in value of Class A common stock subject to possible redemption
|
$
|
3,829,550
|
$
|
(3,829,550
|
)
|
$
|
-
|
|||||
Total Stockholders' Equity (Deficit)
|
$
|
5,000,010
|
$
|
(26,512,860
|
)
|
$
|
(21,512,850
|
)
|
Non-Cash investing and financial activities:
Initial classification of Class A common stock subject to possible redemption
|
$
|
208,954,220
|
$
|
(208,954,220
|
)
|
$
|
-
|
|||||
Change in value of Class A common stock subject to possible redemption
|
$
|
9,862,470
|
$
|
(9,862,470
|
)
|
$
|
-
|
Initial classification of Class A common stock subject to possible redemption
|
$
|
208,954,220
|
$
|
(208,954,220
|
)
|
$
|
-
|
|||||
Change in value of Class A common stock subject to possible redemption
|
$
|
6,032,920
|
$
|
(6,032,920
|
)
|
$
|
-
|
Gross proceeds
|
$
|
241,500,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(10,481,200
|
)
|
||
Class A common stock issuance costs
|
(13,006,039
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
23,487,139
|
|||
Class A common stock subject to possible redemption
|
$
|
241,500,000
|
|
Three Months Ended
September 30, 2021 |
Nine Months Ended
September 30, 2021 |
||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net loss per share of common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$
|
1,828,235
|
$
|
457,059
|
$
|
3,322,777
|
$
|
912,805
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
24,150,000
|
6,037,500
|
21,673,077
|
5,953,846
|
||||||||||||
Basic and diluted net loss per share of common stock
|
$
|
0.08
|
$
|
0.08
|
$
|
0.15
|
$
|
0.15
|
|
• |
in whole but not in part;
|
|
• |
at a price of $0.01 per warrant;
|
|
• |
upon a minimum of 30 days' prior written notice of redemption to each warrant holder; and
|
|
• |
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends to the notice of redemption to the warrant holders ("Reference Value") equals or exceeds $18.00 per share (as adjusted).
|
|
• |
in whole but 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, based on the redemption date and the fair market value of the Class A common stock;
|
|
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
|
• |
if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3: |
Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Description
|
Level
|
September 30, 2021
|
||||||
Assets:
|
||||||||
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund
|
1
|
$
|
241,507,219
|
|||||
Liabilities
|
||||||||
Warrant Liability - Public Warrants
|
1
|
$
|
5,071,500
|
|||||
Warrant Liability - Private Warrants
|
3
|
$
|
4,811,879
|
September 30, 2021
|
||||
Risk-free interest rate
|
1.09 | % | ||
Expected term (years)
|
5.67
|
|||
Expected volatility
|
10.0 | % | ||
Exercise price
|
$ | 11.50 | ||
Stock Price
|
$ | 9.78 | ||
Dividend yield
|
0.0 | % |
Private
Placement
|
Public
|
Warrant
Liability
|
||||||||||
Fair value as of January 1, 2021 |
$ | - | $ | - | $ | - | ||||||
Initial measurement on January 29, 2021
|
10,290,533
|
10,481,100
|
20,771,633
|
|||||||||
Change in valuation inputs or other assumptions
|
(5,478,654
|
)
|
(5,168,100
|
)
|
(10,646,754
|
)
|
||||||
Transfer to Level 1 |
- |
(5,313,000 | ) | (5,313,000 | ) | |||||||
Fair value as of September 30, 2021
|
$
|
4,811,879
|
$
|
-
|
$
|
4,811,879
|
Item 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 3 |
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4 |
Controls and Procedures.
|
Item 1 |
Legal Proceedings.
|
Item 1A |
Risk Factors.
|
Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3 |
Defaults Upon Senior Securities.
|
Item 4 |
Mine Safety Disclosures.
|
Item 5 |
Other Information.
|
Item 6 |
Exhibits.
|
No.
|
Description of Exhibit
|
|
31.1*
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2*
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1**
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32.2**
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION
|
||
Date: December 17, 2021
|
By:
|
/s/ David W. Crane
|
Name:
|
David W. Crane
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: December 17, 2021
|
By:
|
/s/ John A. Cavalier
|
Name:
|
John A. Cavalier
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|