PRINCETON, N.J., Nov. 17,
2022 /PRNewswire/ -- Climate Real Impact Solutions II
Acquisition Corporation (NYSE: CLIM, or the "Company"), a special
purpose acquisition company ("SPAC"), announced that the Company is
seeking approval of the Company's shareholders to redeem its
outstanding Class A common stock (the "Public Shares") for cash
held in its trust account in advance of the Company's contractual
expiration date of January 29, 2023
("Original Termination Date").
Since the Company's IPO, the Company's management team has
employed a broad set of search criteria for potential target
businesses and evaluated more than 250 such target businesses. In
evaluating potential target businesses, the Company's management
team remained focused on finding fair valuations amid volatile
market conditions. The management team has observed what it
believes were high valuations in 2021, a declining IPO market in
2022, and significant public and private market volatility, which
have impeded the Company in securing an opportunity that the
Company believes will offer a compelling return on investment for
the shareholders.
The Company has filed a definitive proxy statement with the U.S.
Securities and Exchange Commission (the "Commission") containing
proposals to amend its Amended and Restated Certificate of
Incorporation and the Investment Management Trust Agreement to
allow the Company to commence liquidation without a business
combination and before the Original Termination Date. The
proposals would result in a new contractual expiration date of the
later of (x) December 8, 2022 or
(y) the date of effectiveness of the proposed amendment to the
Company's amended and restated charter (the "Amended Termination
Date").
The Company will seek stockholders' favorable vote on the
proposals set forth in the definitive proxy statement at a virtual
special meeting to be held on Thursday,
December 8, 2022 at 11:00 a.m.
New York City time. If the
proposals are approved, and because the Company will not be able to
complete an initial business combination by the Amended Termination
Date, the Company will redeem all Public Shares as promptly as
reasonably possible. The Company expects to complete a mandatory
redemption on or around December 9,
2022, if shareholders approve the proposals presented at the
meeting. Additionally, the last day of trading of the Public Shares
will be December 8, 2022, if
shareholders approve the proposals. In the event the proposals are
approved and the Public Shares are redeemed, the Company's warrants
will expire worthless.
Funds held in trust today are approximately $242.7 million. Accordingly, the Company expects
to return approximately $10.03 per
Public Share to the holders, after paying taxes and dissolution
expenses.
If you have any questions or need assistance voting your shares
of Common Stock, please contact Morrow Sodali LLC ("Morrow"), our
proxy solicitor, by emailing
CLIM.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release 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 the Company and the per share redemption price of the Company's
Public Shares. 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 the proposals, the expected
redemption price per Public Share and differences between the
Company expectations regarding the amounts to be withdrawn from the
trust account prior to redemption of the Company's Public Shares.
These forward-looking statements speak only as of the date of this
press release, and the Company 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 the Company,
including its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for risks and uncertainties related to the
Company's business which may affect the statements made in this
press release.
Additional Information
Nothing in the foregoing communication shall constitute a
solicitation to buy or an offer to sell any of the Company's
securities. The Company's stockholders and other investors are
urged to read the definitive proxy statement filed with the
Commission on November 14, 2022
because it contains important information relating to the
foregoing. Copies of the Company's filings with the Commission are
available free of charge at the Commission's website
(http://www.sec.gov).
Participants in a Solicitation
The directors and executive officers of the Company and other
persons may be deemed to be participants in the solicitation of
proxies in respect of any Proposals to be voted on at the special
meeting. Information regarding the directors and executive officers
of the Company is available in its definitive proxy statement,
which was filed with the Commission on November 14, 2022. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is available in the proxy materials regarding the
Proposals filed with the Commission. Free copies of these documents
may be obtained as described in the preceding paragraph.
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SOURCE Climate Real Impact Solutions II Acquisition
Corporation
