UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On October 27, 2022, Climate Real Impact Solutions II Acquisition Corporation (“CLIM”) filed a preliminary proxy statement relating to a special meeting of stockholders to approve an amendment to CLIM’s certificate of incorporation which would, if implemented, allow CLIM to unwind and redeem all of its outstanding public shares prior to December 30, 2022, in advance of the contractual termination date of January 29, 2023. The CLIM board of directors has established November 7, 2022 as the record date for the special meeting. Stockholders of record of CLIM as of the close of business on the record date will be entitled to notice of and to vote at the special meeting.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed early unwind of CLIM. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt of the requisite stockholder approval to effect this proposed transaction. These forward-looking statements speak only as of the date of Current Report on Form 8-K, and CLIM expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of CLIM, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to CLIM’s business which may affect the statements made in this Current Report on Form 8-K.
Additional Information
Nothing in the foregoing communication shall constitute a solicitation to buy or an offer to sell any of CLIM’s securities. CLIM’s stockholders and other investors are urged to read the proxy statement (a preliminary filing of which has been made with the Securities and Exchange Commission (the “SEC”)) because it will contain important information relating to the foregoing. Copies of CLIM’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov).
Participants in a Solicitation
The directors and executive officers of CLIM and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals to be vote on at the special meeting. Information regarding the directors and executive officers of CLIM is available in its preliminary proxy statement, which was filed with the SEC on October 27, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the proposed transaction (a preliminary filing of which has been made with the SEC). Free copies of these documents may be obtained as described in the preceding paragraph.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 27, 2022
| Climate Real Impact Solutions II Acquisition Corporation | |||
| By: | /s/ John A. Cavalier | ||
| Name: | John A. Cavalier | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||
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