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
|
1
| |
1
| ||
2
| ||
3
| ||
4
| ||
5
| ||
Item 2
| 17 | |
Item 3
|
20 | |
Item 4
|
20 | |
PART 2 -
|
OTHER INFORMATION
| |
Item 1
|
21 | |
Item 1A
|
21 | |
Item 2
| 22 | |
Item 3
|
22 | |
Item 4
|
22 | |
Item 5
|
22 | |
Item 6
|
22 | |
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
| |
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
| ||
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
| ||
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
| ||
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:
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Chief Financial Officer
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(Principal Accounting and Financial Officer)
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Climate Real Impact Solutions II Acquisition Corporation published this content on 17 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2021 14:28:05 UTC.