|
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
(Address of Principal Executive Offices, including zip code)
|
(
|
(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
|
||
|
|
|
||
|
|
|
||
|
|
|
☐ Large accelerated filer
|
☐ Accelerated filer
|
|
☒
|
|
|
|
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
|
September 30, 2021
|
December 31, 2020
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current assets
|
|
|||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Deferred offering costs
|
|
|
||||||
Investments held in Trust Account
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
|
||||||||
Warrant liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
|
||||||||
Commitments and contingencies
|
||||||||
|
||||||||
Class A common stock, $
|
|
|
||||||
|
||||||||
Stockholders’ Equity (Deficit)
|
||||||||
Preferred stock, $
|
|
|
||||||
Class B common stock, $
|
|
|||||||
Additional paid-in capital
|
|
|
||||||
(Accumulated deficit)
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
(
|
)
|
|
|||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
|
$
|
|
Three Months
Ended September 30,
2021
|
Nine Months
Ended September 30,
2021
|
|||||||
Formation and operating costs
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other income (expense):
|
||||||||
Interest income - bank
|
|
|
||||||
Interest earned on investments held in Trust Account
|
|
|
||||||
Transaction costs related to derivative liability
|
|
(
|
)
|
|||||
Change in fair value of warrant liabilities
|
|
|
||||||
Total other income, net
|
|
|
||||||
Net income
|
$
|
|
$
|
|
||||
Weighted average shares outstanding of Class A common stock
|
|
|
||||||
Basic and diluted income per share, Class A
|
$
|
|
$
|
|
||||
Weighted average shares outstanding of Class B common stock
|
|
|
||||||
Basic and diluted net income per share, Class B
|
$
|
|
$
|
|
Class B
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Stockholders’
Equity (Deficit)
|
||||||||||||||||
Balance – December 31, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Accretion of Class A Common Stock to redemption amount
|
—
|
—
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 (as restated) |
$ |
$ |
$ |
( |
) | $ |
( |
) | ||||||||||||
Net loss |
— |
( |
) | ( |
) | |||||||||||||||
Balance – June 30, 2021
(as restated) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Net income |
— |
|||||||||||||||||||
Balance – September 30, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Cash Flows from Operating Activities:
|
||||
Net Income
|
$
|
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on investments held in Trust Account
|
(
|
)
|
||
Change in fair value of warrant liability
|
(
|
)
|
||
Transaction costs related to derivative liability
|
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(
|
)
|
||
Accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
|
||||
Cash Flows from Investing Activities:
|
||||
Investment of cash into Trust Account
|
(
|
)
|
||
Net cash used in investing activities
|
(
|
)
|
||
|
||||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
|
|||
Proceeds from sale of Private Placement Warrants
|
|
|||
Proceeds from promissory note – related party
|
|
|||
Repayment of promissory note – related party
|
(
|
)
|
||
Payment of offering costs
|
(
|
)
|
||
Net cash provided by financing activities
|
|
|||
|
||||
Net Change in Cash
|
|
|||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
|
||||
Non-Cash investing and financing activities:
|
||||
Deferred underwriting fee payable
|
$
|
|
Balance Sheet as of March 31, 2021 (unaudited) |
As
Previously
Reported
|
Adjustment |
As Restated |
|||||||||
Class A common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Additional paid-in capital
|
$
|
|
$
|
|
$
|
|
||||||
Accumulated deficit
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Number of Class A shares subject to possible redemption
|
|
|
|
Class A common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Additional paid-in capital
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Accumulated deficit
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Number of Class A shares subject to possible redemption
|
|
|
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, Common stock subject to possible redemption
|
$
|
|
$ |
$
|
|
|||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
(
|
)
|
|||||||||
Basic and diluted net income per share, Non-redeemable common stock
|
$
|
|
$
|
(
|
)
|
$ | ||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
$
|
|
$
|
|
|||||||
Basic and diluted net income per share, Class A common stock
|
$
|
|
$
|
|
$
|
|
||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
|
|
|||||||||
Basic and diluted net income per share, Class B common stock
|
$
|
|
$
|
|
$
|
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, Common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, Non-redeemable common stock
|
$
|
(
|
)
|
$
|
|
$ | ||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
$
|
|
$
|
|
||||||||
Basic and diluted net income per share, Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
|
|
|||||||||
Basic and diluted net income per share, Class B common stock
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, Common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
(
|
)
|
|
||||||||
Basic and diluted net income per share, Non-redeemable common stock
|
$
|
|
$
|
(
|
)
|
$ | ||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
$
|
|
$
|
|
|||||||
Basic and diluted net income per share, Class A common stock
|
$
|
|
$
|
|
$
|
|
||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
|
|
|||||||||
Basic and diluted net income per share, Class B common stock
|
$
|
|
$
|
|
|
Sale of
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Class A common stock subject to possible redemption
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Accretion for Class A common stock to redemption amount
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Total Stockholders’ Equity (Deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Change in value of Class A common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Total Stockholders’ Equity (Deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Non-Cash investing and financial activities:
Initial classification of Class A common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Change in value of Class A common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
Initial classification of Class A common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Change in value of Class A common stock subject to possible redemption
|
$
|
|
$
|
(
|
)
|
$
|
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A common stock issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption
|
$
|
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
|
|
||||||||||||
|
||||||||||||||||
Basic and diluted net loss per share of common stock
|
$
|
|
$
|
|
$
|
|
$
|
|
• |
in whole but not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last
reported sale price of the Class A common stock for any
|
• |
in whole but not in part;
|
• |
at $
|
• |
if, and only if, the Reference
Value equals or exceeds $
|
• |
if the Reference Value is less
than $
|
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
|
$
|
|
|||||
Liabilities
|
||||||||
Warrant Liability – Public Warrants
|
1
|
$
|
|
|||||
Warrant Liability – Private Warrants
|
3
|
$
|
|
September 30, 2021
|
||||
Risk-free interest rate
|
% | |||
Expected term (years)
|
|
|||
Expected volatility
|
% | |||
Exercise price
|
$ | |||
Stock Price
|
$ | |||
Dividend yield
|
% |
Private
Placement
|
Public
|
Warrant
Liability
|
||||||||||
Fair value as of January 1, 2021 |
$ | $ | $ | |||||||||
Initial measurement on January
29, 2021
|
|
|
|
|||||||||
Change in valuation inputs or
other assumptions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Transfer to Level 1 |
( |
) | ( |
) | ||||||||
Fair value as of September 30, 2021
|
$
|
|
$
|
|
$
|
|
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:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|