Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As announced on October 27, 2022, Climate Real Impact Solutions II Acquisition Corporation ("CLIM") is seeking approval of its stockholders to adopt an amendment to its Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to 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. In the event that stockholders approve the proposed amendment to the Certificate of Incorporation, such amendment is filed and the public shares are redeemed, CLIM's warrants (NYSE: CLIM WS) will expire worthless.

Following such announcement, on October 28, 2022, the New York Stock Exchange (the "NYSE") notified CLIM, and publicly announced, that the NYSE determined to commence proceedings to delist CLIM's warrants from the NYSE and that trading in CLIM's warrants would be suspended immediately, due to trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. As a result of the expected expiration of the warrants described above, CLIM does not intend to appeal the NYSE's determination.





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.





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