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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
|
20
|
|
Item 3
|
20
|
|
Item 4
|
20
|
|
Item 5
|
20
|
|
Item 6
|
20
|
|
21
|
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, $0.0001 par value; 100,000,000 shares authorized; 24,150,000
and -0- shares subject to possible redemption at redemption value, at September 30, 2021 and December 31, 2020, respectively
|
241,500,000
|
— |
||||||
|
||||||||
Stockholders’ Equity (Deficit)
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding
|
—
|
—
|
||||||
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
|
—
|
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 loss
|
—
|
—
|
—
|
1,950,288
|
1,950,288
|
|||||||||||||||
Balance – June 30, 2021 |
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 January 29, 2021 (audited)
|
As Previously
Reported |
Adjustment
|
As Revised
|
|||||||||
Class A common stock subject to possible redemption
|
$
|
208,954,217
|
$
|
32,545,783
|
$
|
241,500,000
|
||||||
Class A common stock
|
$
|
325
|
$
|
(325
|
)
|
$
|
—
|
|||||
Additional paid-in capital
|
$
|
9,082,715
|
$
|
(9,082,715
|
)
|
$
|
—
|
|||||
Accumulated deficit
|
$
|
(4,083,634
|
)
|
$
|
(23,462,743
|
)
|
$
|
(27,546,375
|
)
|
|||
Total Stockholders’ Equity (Deficit)
|
$
|
5,000,010
|
$
|
(32,545,783
|
)
|
$
|
(27,546,375
|
)
|
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: November 15, 2021
|
By:
|
/s/ David W. Crane
|
Name:
|
David W. Crane
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: 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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