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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Climate Real Impact Solutions II Acquisition Corporation | NYSE:CLIM | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.03 | 0 | 01:00:00 |
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, NJ 08540
|
(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
|
16
|
|
Item 3
|
19
|
|
Item 4
|
19
|
|
PART 2 -
|
OTHER INFORMATION
|
|
Item 1
|
20
|
|
Item 1A
|
20
|
|
Item 2
|
22
|
|
Item 3
|
22
|
|
Item 4
|
22
|
|
Item 5
|
22
|
|
Item 6
|
22
|
|
23
|
June 30, 2021
(unaudited) |
December 31, 2020
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
618,878
|
$
|
24,351
|
||||
Prepaid expenses
|
509,642
|
—
|
||||||
Total Current Assets
|
1,128,520
|
24,351
|
||||||
Deferred offering costs
|
—
|
218,313
|
||||||
Investments held in Trust Account
|
241,503,509
|
—
|
||||||
Total Assets
|
$
|
242,632,029
|
$
|
242,664
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
924,535
|
$
|
999
|
||||
Accrued offering costs
|
—
|
217,664
|
||||||
Total Current Liabilities
|
924,535
|
218,663
|
||||||
|
||||||||
Warrant liability
|
13,267,844
|
—
|
||||||
Deferred underwriting fee payable
|
8,452,500
|
—
|
||||||
Total Liabilities
|
22,644,879
|
218,663
|
||||||
|
||||||||
Commitments and contingencies
|
||||||||
|
||||||||
Class A common stock subject to possible redemption, 21,498,714
and -0- shares at redemption value, as of June 30, 2021 and December 31, 2020, respectively
|
214,987,140
|
— |
||||||
|
||||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding
|
—
|
—
|
||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,651,286
and -0- issued and outstanding (excluding 21,498,714 and -0- shares subject to possible redemption) as of June 30, 2021 and
December 31, 2020, respectively
|
265
|
—
|
||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,037,500
shares issued and outstanding
|
604
|
604
|
||||||
Additional paid-in capital
|
3,049,852
|
24,396
|
||||||
Retained earnings (accumulated deficit)
|
1,949,289
|
(999
|
)
|
|||||
Total Stockholders’ Equity
|
5,000,010
|
24,001
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
242,632,029
|
$
|
242,664
|
Three Months
Ended June 30,
2021
|
Six Months
Ended June 30,
2021
|
|||||||
Formation and operating costs
|
$
|
932,433
|
$
|
1,474,412
|
||||
Loss from operations
|
(932,433
|
)
|
(1,474,412
|
)
|
||||
Other income (expense):
|
||||||||
Interest income - bank
|
20
|
41
|
||||||
Interest earned on investments held in Trust Account
|
3,509
|
3,509
|
||||||
Transaction costs related to derivative liability
|
—
|
(622,106
|
)
|
|||||
Change in fair value of warrant liability
|
(2,900,644
|
)
|
4,043,256
|
|||||
Other income (expense), net
|
(2,897,115
|
)
|
3,424,700
|
|||||
Net income (loss)
|
$
|
(3,829,548
|
)
|
$
|
1,950,288
|
|||
Weighted average shares outstanding of Class A redeemable common stock
|
24,150,000
|
24,150,000
|
||||||
Basic and diluted income per share, Class A redeemable common stock
|
$
|
0.00
|
$
|
0.00
|
||||
Weighted average shares outstanding of Class B non-redeemable common stock
|
6,037,500
|
5,911,326
|
||||||
Basic and diluted net income per share, Class B non-redeemable common stock
|
$
|
(0.63
|
)
|
$
|
0.33
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Retained Earnings (Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit)
|
Equity
|
||||||||||||||||||||||
Balance – December 31, 2020
|
—
|
$
|
—
|
6,037,500
|
$
|
604
|
$
|
24,396
|
$
|
(999
|
)
|
$
|
24,001
|
|||||||||||||||
Sale of Class A shares, net of underwriting discount, offering costs and fair value of public warrants
|
24,150,000
|
2,415
|
—
|
—
|
218,010,446
|
—
|
218,012,861
|
|||||||||||||||||||||
Class A Common Stock Subject to Redemption
|
(21,881,669
|
)
|
(2,188
|
)
|
—
|
—
|
(218,034,842
|
)
|
(779,660
|
)
|
(218,816,690
|
)
|
||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
5,779,836
|
5,779,836
|
|||||||||||||||||||||
Balance – March 31, 2021
|
2,268,331
|
$
|
227
|
6,037,500
|
$
|
604
|
$
|
—
|
$
|
4,999,177
|
$
|
5,000,008
|
||||||||||||||||
Change in common stock subject to possible redemption
|
382,955
|
38
|
—
|
—
|
3,049,852
|
779,660
|
3,829,550
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(3,829,548
|
)
|
(3,829,548
|
)
|
|||||||||||||||||||
Balance – June 30, 2021
|
2,651,286
|
$
|
265
|
6,037,500
|
$
|
604
|
$
|
3,049,852
|
$
|
1,949,289
|
$
|
5,000,010
|
Cash Flows from Operating Activities:
|
||||
Net Income
|
$
|
1,950,288
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(3,509
|
)
|
||
Change in fair value of warrant liability
|
(4,043,256
|
)
|
||
Transaction costs related to derivative liability
|
622,106
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(509,642
|
)
|
||
Accrued expenses
|
923,535
|
|||
Net cash used in operating activities
|
(1,060,478
|
)
|
||
|
||||
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
|
594,527
|
|||
Cash – Beginning of period
|
24,351
|
|||
Cash – End of period
|
$
|
618,878
|
||
|
||||
Non-Cash financing activities:
|
||||
Initial classification of Class A common stock subject to possible redemption
|
$
|
208,954,220
|
||
Change in value of Class A common stock subject to possible redemption
|
$
|
6,032,920
|
||
Deferred underwriting fee payable
|
$
|
8,452,500
|
Three Months Ended
June 30,
2021
|
Six Months Ended
June 30,
2021
|
|||||||
Redeemable Class A Common Stock
|
||||||||
Numerator: Earnings allocable to Redeemable
Class A Common Stock
|
||||||||
Interest Income
|
$ |
3,509
|
$ |
3,509
|
||||
Less: Income and Franchise Tax available to be withdrawn from the Trust Account
|
(3,509
|
)
|
(3,509
|
)
|
||||
Redeemable Net Earnings
|
$ |
—
|
$ | — | ||||
Denominator: Weighted Average Redeemable Class
A Common Stock
|
||||||||
Redeemable Class A Common Stock, Basic and Diluted
|
24,150,000
|
24,150,000
|
||||||
Earnings/Basic and Diluted Redeemable Class A
Common Stock
|
$ |
0.00
|
$ |
0.00
|
||||
Non-Redeemable Class B Common Stock
|
||||||||
Numerator: Net Loss minus Redeemable Net
Earnings
|
||||||||
Net Income (Loss)
|
$ |
(3,829,548
|
)
|
$ |
1,950,288
|
|||
Less: Redeemable Net Earnings
|
—
|
—
|
||||||
Non-Redeemable Net Income (Loss)
|
$ |
(3,829,548
|
)
|
$ |
1,950,288
|
|||
Denominator: Weighted Average Non-Redeemable
Class B Common Stock
|
||||||||
Non-Redeemable Class B Common Stock, Basic and
Diluted
|
6,037,500
|
5,911,326
|
||||||
Loss/Basic and Diluted Non-Redeemable Class B
Common Stock
|
$ |
(0.63
|
)
|
$ |
0.33
|
• |
Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
• |
in whole and 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 and 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
|
June 30, 2021
|
||||||
Assets:
|
||||||||
Investments held in Trust Account – U.S. Treasury
Securities Money Market Fund
|
1
|
$
|
241,503,509
|
|||||
Liabilities
|
||||||||
Warrant Liability – Public Warrants
|
1
|
$
|
6,762,000
|
|||||
Warrant Liability – Private Warrants
|
3
|
$
|
6,505,844
|
January 29, 2021
(initial measurement)
|
June 30, 2021
|
|||||||
Risk-free interest rate
|
0.62 | % | 1.00 | % | ||||
Expected term (years)
|
6.00
|
5.79
|
||||||
Expected volatility
|
10.0 | % | 10.0 | % | ||||
Exercise price
|
$
|
11.50
|
$ | 11.50 | ||||
Stock Price
|
$
|
10.00
|
$ | 9.87 | ||||
Dividend yield
|
0.0 | % | 0.0 | % |
Private
Placement
|
Public
|
Warrant
Liability
|
||||||||||
Fair value as of January 29, 2021 (IPO)
|
$
|
10,290,533
|
$
|
10,481,100
|
$
|
20,771,633
|
||||||
Change in valuation inputs or
other assumptions
|
(3,784,689
|
)
|
(3,719,100
|
)
|
(7,503,789
|
)
|
||||||
Fair value as of June 30, 2021
|
$
|
6,505,844
|
$
|
6,762,000
|
$
|
13,267,844
|
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: August 12, 2021
|
By:
|
/s/ David W. Crane
|
Name:
|
David W. Crane
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: August 12, 2021
|
By:
|
/s/ John A. Cavalier
|
Name:
|
John A. Cavalier
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|
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