EVgo Services LLC entered into a non-binding letter of intent to acquire Climate Change Crisis Real Impact I Acquisition Corporation (NYSE:CLII) (“CRIS”) from Climate Change Crisis Real Impact I Acquisition Holdings, LLC, Adage Capital Management, L.P., Pacific Investment Management Company LLC and others for $2.6 billion in a reverse merger transaction on November 25, 2020. EVgo Services LLC entered into an agreement to acquire Climate Change Crisis Real Impact I Acquisition Corporation on January 21, 2021. Net cash proceeds are estimated to be approximately $575 million, comprised of $400 million from the PIPE and approximately $230 million of cash held in trust by CRIS before any adjustments due to redemptions by CRIS shareholders and payment of deferred underwriting compensation, less transaction expenses. LS Power and EVgo management, who together own 100% of EVgo today, will be rolling 100% of their equity into the new company, and is estimated to represent approximately 74% of the company upon transaction close. The transaction will result in EVgo becoming a publicly listed company. Upon closing of the transaction, the combined company will be named EVgo Inc. and publicly listed under the symbol “EVGO”. The pro forma implied market capitalization of the combined company is $2.6 billion at the $10 per share PIPE subscription price, assuming no CRIS shareholders exercise their redemption rights.

EVgo's leadership will remain intact, with Cathy Zoi continuing as Chief Executive Officer of the combined company, overseeing its strategic growth initiatives and expansion. Cathy will work alongside other existing executive team members, including Olga Shevorenkova, Chief Financial Officer, Ivo Steklac, Chief Operating and Chief Technology Officer, and Jonathan Levy, Chief Commercial Officer. The Board of Directors of the combined company will include representation from EVgo, LS Power and CRIS, as well as independent directors. David Nanus of LS Power will serve as Chairman and will be joined by Cathy Zoi of EVgo and Beth Comstock, Chief Commercial Officer of CRIS and Francine Sullivan as Chief Legal Officer; other Board appointments will be made prior to closing. Rodney Slater and Kate Brandt will join the board of directors of EVgo upon the close of the transaction. Joseph Esteves, Darpan Kapadia, John King, Elizabeth Comstock and Patricia K. Collawn to serve as Board of Directors of the post-merger public company.

The deal is subject to the business combination and related proposals shall have been approved and adopted by the requisite affirmative vote of the stockholders of CRIS in accordance with the proxy statement to be filed by CRIS in connection with the business combination, the General Corporation Law of the State of Delaware, CRIS's existing amended and restated certificate of incorporation and the rules and regulations of the New York Stock Exchange, all filings, notifications, or other submissions required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the shares of Class A common stock to be issued in connection with the business combination shall be listed on the NYSE or Nasdaq Stock Market, CRIS shall have at least $5,000,001 of net tangible assets after giving effect to the PIPE and following the exercise of redemption rights by CRIS's public stockholders in accordance with CRIS's existing amended and restated certificate of incorporation. CRIS shall have provided evidence that (i) all letters of credit, guarantees, surety bonds, equity commitment letters, cash collateral, third party indemnification or payment agreements and other credit support to take effect on the Closing Date as is required to replace outstanding credit support of the EVgo Parties pursuant to and in accordance with the business combination agreement has been put in place and will become effective as of the closing and (ii) all existing credit support shall have been released at the closing and completion of the proposed transaction is subject to customary closing conditions. The closing of the business combination is conditioned on the approval of the Charter Amendment Proposal. The transaction has been unanimously approved by the EVgo Board of Directors and unanimously by the CRIS Board of Directors. Shareholders of CRIS will hold a special meeting on June 21, 2021 to approve the transaction. As of May 27, 2021, The Special Meeting to approve the pending business combination is scheduled to be held on June 29, 2021. As of June 7, 2021, the board of Climate Change Crisis recommends its shareholders to approve the business combination proposal. As of June 22, 2021, Climate Change Crisis Real Impact I Acquisition Corporation reminds its stockholders to vote in favor of the business combination at the special meeting. As of June 29, 2021, the business combination and Charter Amendment proposal were approved by Shareholders of CRIS. More than 99% of the votes cast at the special meeting were in favor of the approval of the business combination. On July 2, 2021, the combined company's Class A common stock and warrants are expected to commence trading on The Nasdaq Global Select Stock Market (“Nasdaq”) under the new ticker symbols “EVGO” and “EVGOW,” respectively. The deal is expected to occur in the second quarter of 2021. As of June 18, 2021, transaction is expected to close on or around July 1, 2021. Proceeds will be used to fuel EVgo's growth strategy, including the buildout of its charging infrastructure network, and will enhance the company's position as the market leader in the transition to clean mobility.

Credit Suisse and Evercore are serving as lead financial advisor and capital markets advisor to EVgo. Continental Stock Transfer & Trust Company is acting as transfer agent to CRIS. BofA Securities is serving as exclusive financial advisor and Edward S. Best, Esther Chang, Lei Shen, Richard Assmus, Remmelt Reigersman, Ryan Liebl, Kim Leffert, Roger Patrick, Meytal McCoy and James B. Carlson of Mayer Brown LLP acted as legal advisors to Climate Change Crisis Real Impact I Acquisition Corporation and Ramey Layne, Brenda Lenahan, Jason McIntosh, David Peck, Sean Becker, Sarah Fortt, Devika Kornbacher, Margaret Peloso, Hill Wellford, Julia Petty and John Kupiec of Vinson & Elkins L.L.P. and Milbank LLP acted as legal advisors to LS Power Equity Advisors, LLC. Ryan Maierson of Latham & Watkins advises the placement agents in connection the business combination between EVgo and Climate Change Crisis Real Impact I Acquisition Corporation. Morrow & Co., LLC is acting as proxy solicitor for CRIS for a fee of $25,000. BofA Securities, Inc. will receive an advisory fee of $4 million.