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Item 22. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on December 2, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash from the proceeds of the IPO and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Results of Operations
We classify the warrants issued in connection with our IPO and concurrent private placement as liabilities at their fair value and adjust the warrant liability 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 our statement of operations.
We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 1, 2021 through March 31,September 30, 2021 were organizational activities, those necessary to identify a target company for a business combination, as described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2021, we had net income of $2,285,294, which consists of operating costs of $1,102,893, offset by interest income from bank of $12, interest earned on investments held in Trust Account of $3,710, and a non-cash change in fair value of derivative liability of $3,384,465.
For the period from January 1, 2021 through March 31,nine months ended September 30, 2021, we had a net income of $5,779,836,$4,235,582, which consists of operating costs of $541,979 and$2,577,305, transaction costs related to warrant issuance of $4,082,369,$622,106, offset by a non-cash change in fair value of derivative liability of $10,404,433 and$7,427,721, interest income from bank of $21.$53 and interest earned on investments held in Trust Account of $7,219.
As noted in Note 2 to the Company’s financial statements as of September 30, 2021, the Company concluded it should revise its financial statements to present all redeemable Class A common stock as temporary equity and recognize accretion from the initial book value to redemption value at the time of its initial public offering. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. There has been no change in the Company’s total assets, liabilities or operating results.
Liquidity and Capital Resources
On January 29, 2021, we consummated the IPO of 24,150,000 units at a price of $10.00 per unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 units, generating gross proceeds of $241.5 million. Simultaneously with the closing of the IPO, we consummated the sale of 4,553,333 private placement warrants at a price of $1.50 per private placement warrant in a private placement to our stockholders, generating gross proceeds of $6.83 million.
Following the IPO, the full exercise of the over-allotment option by the underwriters and the sale of the private placement warrants, a total of $241.5 million was placed in the Trust Account. We incurred $13.6 million in transaction costs, including $4.4 million of underwriting fees, $8.45 million of deferred underwriting fees and $0.8 million of other offering costs.
For the period from January 1, 2021 through March 31,nine months ended September 30, 2021, cash used in operating activities was $742,494$1,254,133 comprised of net income of $5,779,836$4,235,582 and non-cash costschanges in fair value of warrant liabilities of $7,427,721, interest earned on investments held in Trust Account of $7,219, transaction cost related to warrant issuance of $4,082,369, as offset by a non-cash change in warrant liability of $10,404,433,$622,106, and the changes in operating assets and liabilities of $201,536.$1,323,119.
As of March 31,September 30, 2021, we had cash and investments held in the Trust Account of approximately $241.5 million. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial business combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of March 31,September 30, 2021, we had approximately $0.9$0.4 million of cash held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
The Sponsor, or an affiliate of the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, extend us working capital loans as may be required in order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination. If we complete an initial business combination, we would repay the working capital loans out of the proceeds of the Trust Account released to us. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. The working capital loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $2.0 million of such working capital loans may be convertible into warrants of the post-business combination entity. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the consummate of our initial business combination. If we are unable to consummate our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Related Party Transactions
Payments to an Affiliate
Commencing as of February 2021, we have been and will continue to make payments of approximately $60,000$70,000 per month on an annualized basis to Climate Real Impact Solutions Services LLC, an entity owned by John Cavalier, our Chief Financial Officer, and David Crane, our Chief Executive Officer, and managed by Ms. Frank-Shapiro, our Chief Operating Officer, for consulting services rendered to us. Messrs. Cavalier and Crane also receive health insurance benefits from Climate Real Impact Solutions Services LLC. Upon completion of the proposed business combination, it is expected that we would cease to make any further payments.
Promissory Note
On December 11, 2020, we issued the promissory note to the Sponsor, pursuant to which we borrowed $250,000 from the Sponsor in order to pay certain transaction expenses associated with our initial public offering. The promissory note was non-interest bearing and payable on the earlier of June 30, 2021 or the consummation of the our initial public offering. Upon completion of the initial public offering on January 29, 2021, we repaid the promissory note in full. As of March 31,September 30, 2021, the outstanding balance under the promissory note was $0.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31,September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as “variable interest entities,” which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.
The underwriters are entitled to a deferred fee of $0.35 per unit, or approximately $8.45 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we consummate an initial business combination, subject to the terms of the underwriting agreement.
We entered into various consulting arrangements with several service providers for administrative services and potential target financial analysis and due diligence services to us. These arrangements provide for aggregate monthly fees of approximately $50.0 thousand.$70,000.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption, if any, in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheet.sheets.
Warrant Liability
We account for 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, we classify the warrants as liabilities at their fair value and adjust 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 our statement of operations. The fair value of the warrants issued in the initial public offering has been estimated using a Monte Carlo simulation methodology as of the date of the initial public offering and such warrants’ quoted market priceprices as of March 31, 2021 and September 30, 2021. The private placement warrants were valued using a Modified Black Scholes Option Pricing Model.
Net Income (Loss) per share of Common ShareStock
We apply the two-class method in calculating earnings per share. Net income (loss) per common share basic and diluted for Class A redeemableof common stock is calculatedcomputed by dividing the interestnet income earned on the Trust Account, net of applicable franchise and income taxes,(loss) by the weighted average number of Class A redeemable common stock outstanding for the period. NetThe Company applies the two-class method in calculating net income (loss) per common share, basic and diluted forshare. Accretion associated with the redeemable shares of Class B non-redeemableA common stock is calculated by dividingexcluded from earnings per share as the net income, less income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the period presented.redemption value approximates fair value.
Recent Accounting Standards
Our management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
| Item 3 | Quantitative and Qualitative Disclosures About Market RiskRisk. |
As of March 31,September 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
| Item 4 | Controls and ProceduresProcedures. |
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that informationAs required to be disclosed in our reports filedby Rules 13a-15 and 15d-15 under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarizedour Chief Executive Officer and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and the chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conductedChief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.September 30, 2021. Based on thisupon their evaluation, our principal executive officerChief Executive Officer and principal financial officer haveChief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of March 31, 2021 due to a material weakness in internal control over financial reporting with respect to the classification of our issued and outstanding warrants as components of equity instead of as derivative liabilities.
We do not expect that our disclosure controls and procedures will prevent all errors(as defined in Rules 13a-15 (e) and all instances15d-15 (e) under the Exchange Act) were effective.
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Changes in Internal Control overOver Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ofended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.reporting, other than the remediation of the material weakness discussed below, which was remediated during the quarter ended September 30, 2021.
On May 23, 2021, we revised our prior position on accounting for our warrants and concluded that becauseRemediation of a misapplicationMaterial weakness in the guidance on warrant accounting, we had been incorrectly accounting for our warrants as a component of equity instead of as a liability.Internal Control over Financial Reporting
We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of our identifying the accounting error described in the prior paragraph,material weakness, we plan to enhanceenhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed consolidated financial statements. Our plans at this time includestatements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elementsforegoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.date of June 30, 2021.
PART 2 - OTHER INFORMATION
None.
In addition to the information set forth in this Quarterly Report on Form 10-Q, you should also carefully review and consider the risk factors contained in our final prospectus filed with the SEC on January 27, 2021. These factors could cause our actual results to differ materially from those in this Quarterly Report. The risk factors discussed in that prospectus do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC.prospectus.
The warrants are being accounted for as a warrant liability and are being recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of the Class A common stock.
As described in our financial statements included in this Quarterly Report, we are accounting for our issued and outstanding warrants as a warrant liability and is recording that liability at fair value upon issuance and is recording any subsequent changes in fair value as of the end of each period for which earnings are reported. The impact of changes in fair value on earnings may have an adverse effect on our balance sheet and statement of operations or the market price of the Class A common stock.
We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management will likewise be required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
On April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by us. In light of the SEC Staff Statement, on May 23, 2021, we revised our prior position on accounting for our warrants and concluded that because of a misapplication in the guidance on warrant accounting, we had been incorrectly accounting for our warrants as a component of equity instead of as a liability.
As discussed in further detail in Note 2 to our financial statements included elsewhere in this Quarterly Report, the correction relates to consideration of the factors in determining whether to classify contracts that may be settled in an entity’s own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Prior to May 23, 2021, we classified the warrants as equity instruments. Upon further consideration of the rules and guidance as well as the SEC Staff Statement, management concluded that the warrants are precluded from equity classification. As a result, the warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations.
On May 23, 2021, management concluded that our disclosure controls and procedures were not effective as of March 31, 2021 due to a material weakness in internal control over financial reporting with respect to the classification of the warrants as components of equity instead of as derivative liabilities. This material weakness resulted in a misstatement of our warrant liabilities, Class A common stock subject to possible redemption, additional paid-in capital, accumulated deficit and related financial disclosures.
To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. We plan to provide enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants, see “Note 2—Correction of Previously Issued Balance Sheet” to the financial statements of included elsewhere in this Quarterly Report.
Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file may impair our ability to obtain capital in a timely fashion to execute our business strategies. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Class A common stock.
We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
On January 29, 2021, we consummated the initial public offering of 24,150,000 units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,150,000. The units sold in the initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $241,500,000. Barclays Capital Inc. and BofA Securities, Inc. acted as joint book-running managers. The securities in the offering were registered under the Securities Act of 1933 (the “Securities Act”) on a registration statement on Form S-1 (No. 333-251983). The SEC declared the registration statement effective on January 26, 2021.
Simultaneous with the consummation of the initial public offering and the closing of the over-allotment option, we consummated the private placement of an aggregate of 4,553,333 warrants at a price of $1.50 per warrant (the “Private Placement Warrants”), generating gross proceeds of $6,830,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the units sold in the initial public offering, except that, if held by Climate Real Impact Solutions II Sponsor, LLC (the “Sponsor”) or its permitted transferees, the Private Placement Warrants (i) are not subject to being called for redemption under certain redemption scenarios (except in certain redemption scenarios when the price per share of Class A common stock equals or exceeds $10.00 (as adjusted)), (ii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of our initial business combination, (iii) may be exercised for cash or on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us under all redemption scenarios and exercisable by holders on the same basis as the warrants underlying the units sold in the initial public offering. The Private Placement Warrants have been issued pursuant to, and are governed by, the warrant agreement, dated January 26, 2021, between us and Continental Stock Transfer & Trust Company, as warrant agent.
Of the gross proceeds received from the initial public offering, the closing of the over-allotment option and the Private Placement Warrants, $241,500,000 was placed in the trust account.
We paid a total of $4,414,200 in underwriting discounts and commissions and $761,445 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,452,500 in underwriting discounts and commissions.
Item 3
| Defaults Upon Senior Securities. |
None.
Not Applicable.Applicable.
None.None.
The following exhibits are filed as part of or incorporated by reference into, this Quarterly Report on Form 10-Q.
| | |
| | Underwriting Agreement, dated January 26, 2021, between the Company, Barclays Capital Inc. and BofA Securities, Inc., as representatives of the several underwriters (1)
|
| | Amended and Restated Certificate of Incorporation (1)
|
| | Warrant Agreement, dated January 26, 2021, between Continental Stock Transfer & Trust Company and the Company (1)
|
| | Warrant Purchase Agreement, dated January 26, 2021, between the Company and the Sponsor (1)
|
| | Investment Management Trust Agreement, dated January 26, 2021, between Continental Stock Transfer & Trust Company and the Company (1)
|
| | Registration and Stockholder Rights Agreement, dated January 26, 2021, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto (1)
|
| | Letter Agreement, dated January 26, 2021, among the Company, the Sponsor each member of the Sponsor, each of the Company’s executive officers and directors and certain consultants of the Company (1)
|
| | Form of Indemnification Agreement, dated January 26, 2021, between the Company and each of the officers and directors of the Company (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 |
| | 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 |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on January 26, 2021, and incorporated by reference herein.
|
* Filed herewith.
**Furnished.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION |
| | |
Date: May 24,November 15, 2021
| By: | /s/ David W. Crane |
| | Name: | David W. Crane |
| | Title: | Chief Executive Officer |
| | | (Principal Executive Officer) |
| | | |
Date: May 24,November 15, 2021 | By: | /s/ John A. Cavalier |
| | Name: | John A. Cavalier |
| | Title: | Chief Financial Officer |
| | | (Principal Accounting and Financial Officer) |
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