CRIS was formed on August 4, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more climate focused businesses. On January 21, 2021, EVgo Parties and CRIS entered into the Business Combination Agreement for EVgo Holdco and its subsidiaries to become partially owned by a publicly listed company, with the combined company organized in an “Up-C” structure. Completion of the proposed transaction was subject to customary closing conditions, including the approval of the stockholders of CRIS.

On the CRIS Close Date, the Company consummated the CRIS Business Combination. CRIS was the legal acquirer of a certain portion of EVgo OpCo and its subsidiaries and the consideration received by EVgo Holdings in connection with the CRIS Business Combination consisted of shares of Class B common stock and EVgo OpCo Units and the rights under the Tax Receivable Agreement (see Note 19).

The CRIS Business Combination was accounted for in accordance with ASC 805, Business Combinations (“ASC 805”) as a reverse recapitalization recorded at historical carrying values with no goodwill or intangible assets acquired recognized. The shares and net loss per share available to holders of the Company’s common stock, prior to the CRIS Business Combination, were adjusted as shares reflecting the exchange ratio established in the Business Combination Agreement. As a result of the CRIS Business Combination, the post-business combination company is organized in an “Up-C” structure and the post-business combination company’s status changed from a “blank-check” company to a “smaller reporting company.” Following the CRIS Business Combination, the post-business combination company changed the corporate name from “Climate Change Crisis Real Impact I Acquisition Corporation” to “EVgo Inc.” The Class A common stock and warrants of the combined company, EVgo, began trading on the Nasdaq Stock Market on July 2, 2021 under the symbols “EVGO” and “EVGOW,” respectively.

In connection with the execution of the Business Combination Agreement, on January 21, 2021, CRIS entered into separate subscription agreements with certain investors (“PIPE Investors”), whereby it issued 40,000,000 shares of Class A common stock at $10.00 per share (“PIPE shares”) for an aggregate purchase price of $400.0 million in a private placement (the “PIPE”). EVgo Services’ note payable, related party (including accrued interest), was $59.6 million on July 1, 2021, which was converted into equity. Upon completion of the CRIS Business Combination, the voting interests, as of July 1, 2021, in the Company were as follows:

¹Represents shares of Class B common stock. LS Power owns all of the outstanding voting interests in EVgo Holdings and as a result, has controlled the vote with respect to all matters presented to stockholders following the CRIS Business Combination.

In addition to the shares, CRIS issued Private Placement Warrants and Public Warrants to purchase shares of Class A common stock in connection with its Initial Public Offering, which remained outstanding following the closing of the CRIS Business Combination. As of December 31, 2022, an aggregate of 18,097,120 warrants to acquire shares of Class A common stock were outstanding, comprised of 3,148,569 Private Placement Warrants and 14,948,551 Public Warrants. Each warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. The fair value of these warrants as of July 1, 2021 was $79.6 million.

The table below summarizes the net cash received by EVgo upon the closing of the CRIS Business Combination, net of transactions costs and redemptions:


(in thousands)
Gross proceeds from PIPE	$	400,000
Gross proceeds from CRIS		230,180
Less transaction costs		(58,147)
Less redemptions		(132)
	$	571,901

In connection with the CRIS Business Combination, certain initial stockholders of CRIS entered into an agreement with the Sponsor (the “Sponsor Agreement”) that provides for certain transfer restrictions and forfeiture provisions, among other things. Pursuant to the Sponsor Agreement, the initial stockholders party thereto are required to forfeit up to 1,437,500 shares (the “Earnout Shares”) received upon conversion of shares of Class B common stock of CRIS held by such stockholders at closing of the CRIS Business Combination if certain events do not occur. The estimated fair value of the Earnout Shares issued and outstanding upon closing was $18.3 million and was accounted for as a derivative liability (see Note 17).

In connection with the CRIS Business Combination, there were direct and incremental transaction costs incurred, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. The $58.1 million includes $8.1 million in deferred underwriting fees of CRIS that were incurred prior to close and paid out as part of the CRIS Business Combination.

Other incremental costs of $3.6 million were also incurred and expensed by the Company during the year ended December 31, 2021, primarily related to advisory, legal, accounting fees and other professional services in conjunction with the CRIS Business Combination, which are included in general and administrative expenses in the consolidated statement of operations. There were no incremental costs related to the CRIS Business Combination incurred during the year ended December 31, 2022.

PlugShare LLC

On July 9, 2021 (the “PlugShare Acquisition Date”), the Company entered into a stock purchase agreement (the “PlugShare Agreement”) to acquire 100% of the outstanding common stock of PlugShare LLC (f/k/a Recargo, Inc.). Effective as of December 29, 2021, Recargo, Inc. a California corporation, converted into EVgo Recargo, LLC, a California limited liability company. Effective as of March 16, 2022, EVgo Recargo, LLC changed its name to PlugShare LLC. PlugShare operates as a cloud-based data solutions provider in the EV sector and generates revenue through a variety of services that leverage its user base and its generated data.

The Company accounted for the acquisition of PlugShare as a business combination under ASC 805. Pursuant to ASC 805, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. The total purchase price was $25.0 million, per the terms of the PlugShare Agreement, none of which were contingent upon future financial results.

The table below summarizes the allocation of the fair value of the assets acquired and liabilities assumed by the Company on the PlugShare Acquisition Date, including resulting goodwill. Goodwill of $8.9 million was recorded as a result of the PlugShare acquisition and reflects assets not separately identifiable under ASC 805. Goodwill is expected to be amortizable for U.S. federal income tax purposes.

The Company determined the fair values of the assets acquired and liabilities assumed with the assistance of a third-party valuation firm. Intangible assets recorded on the PlugShare Acquisition Date include user base, trade name and technology of $11.0 million, $1.1 million and $2.2 million, respectively. The fair values of the intangible assets were determined based on a discounted cash flow model using the with-or-without method for user base and the relief-from-royalty method for trade name and technology. Each of these methods is a form of the income approach. These methods incorporate various estimates and assumptions, such as projected revenue growth rates, profit margins and forecasted cash flows based on discount rates and terminal growth rates. The fair values of the property and equipment were determined using the cost approach. This approach involves adjusting the historical cost basis of the assets in the fixed asset register for inflation and then deducting for various forms of obsolescence.

For the remaining assets and liabilities, the cost method was used to determine their respective fair values. The fair value of accounts receivable, consisting of customer receivables, approximated the carrying value, which was equal to the gross contractual amounts receivable because no portion of such contractual amounts was expected to be uncollectible.

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the PlugShare Acquisition Date:


	PlugShare
	Acquisition Date
(in thousands)	Fair Value
Current assets
Cash	$	1,943
Accounts receivable		605
Prepaid expenses and other current assets		76
Total current assets		2,624
Restricted cash		300
Property and equipment		678
Intangible assets		14,300
Other assets		70
Total assets		17,972
Current liabilities
Accounts payable		84
Accrued expenses		769
Deferred revenue, current		543
Total current liabilities		1,396
Capital-build liability		480
Asset retirement obligations		32
Total liabilities		1,908
Net assets acquired		16,064
Consideration paid		25,005
Goodwill recognized	$	8,941

The following unaudited pro forma financial information presents consolidated revenue and net loss for the periods indicated as if the PlugShare acquisition had occurred on January 1, 2021:


	Year Ended
	December 31,
(in thousands)	2021
Pro forma revenue	$	23,150
Pro forma net income (loss)	$	(60,539)

The above unaudited pro forma results have been calculated by combining the historical results of the Company and PlugShare, as if the acquisition had occurred as of the beginning of the earliest period presented in the Company’s consolidated financial statements and exclude the impact of acquisition-related expenses. The pro forma table above also includes estimates for additional depreciation, amortization and accretion related to the fair values of property and equipment, intangible assets, capital build liability and asset retirement obligations that were included as the basis of those assets acquired and liabilities assumed in the business acquisition. Pro forma net loss was adjusted to exclude acquisition-related costs incurred during the periods presented. No other material pro forma adjustments were deemed necessary. The pro forma financial information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the date indicated or that may be achieved in the future.

For the period from the PlugShare Acquisition Date of July 9, 2021 through December 31, 2021, revenue and net loss from PlugShare totaling $1.6 million and $5.2 million, respectively, are included in the consolidated statement of operations for the year ended December 31, 2021, which includes $0.6 million of acquisition-related expenses in general and administrative expenses.