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| CIK | 1835713 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Climate Real Impact Solutions II Acquisition Corporation Units, each consisting of one share of Clas
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 10, 2023 |
CLIM / Climate Real Impact Sltns II Acqstn Corp / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Climate Real Impact Solutions II Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 187171103 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appr |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-39944 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION (Exact name |
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| December 9, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 20, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 8, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Climate Real Impact Solutions II Acquisition Corpor |
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| December 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 8, 2022 Climate Real Impact Solutions II Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other jurisdic |
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| December 8, 2022 |
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 8, 2022, is made by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?), and amends |
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| November 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2022 Climate Real Impact Solutions II Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other jurisdi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39572 CLIMATE REAL |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 14, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2022 Climate Real Impact Solutions II Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other jurisdi |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 28, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 28, 2022 Climate Real Impact Solutions II Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other jurisdic |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 27, 2022 Climate Real Impact Solutions II Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other jurisdic |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 27, 2022 Climate Real Impact Solutions II Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other jurisdic |
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| August 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 (August 23, 2022) CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39572 CLIMATE REAL IMPA |
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| August 9, 2022 |
Promissory Note, dated May 31, 2022 Exhibit 10.1 Execution Version PROMISSORY NOTE (the ?Note?) Dated: May 31, 2022 Climate Real Impact Solutions II Acquisition Corporation (?Maker?) promises to pay to the order of Climate Real Impact Solutions II Sponsor, LLC or its successors or assigns (?Payee?) the principal sum of one million, one hundred and three thousand, eight hundred and sixty-three dollars and No Cents ($1,103,863) in law |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39572 CLIMATE REAL IMP |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F |
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| February 17, 2022 |
Description of registrant’s securities Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of December 31, 2021, Climate Real Impact Solutions II Acquisition Corporation (the ?Company,? ?we,? ?our,? ?us? or ?CRIS II?) had the following three classes of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) our C |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 001-39944 CLIMATE REAL IMPACT SOLUTIONS |
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| February 17, 2022 |
Code of Business Conduct and Ethics Exhibit 14.1 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction The Board of Directors (the ?Board?) of Climate Real Impact Solutions II Acquisition Corporation (the ?Company?) has adopted this code of business conduct and ethics (this ?Code?), as may be amended from time to time by the Board, and which is applicable to all of the Company?s |
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| February 14, 2022 |
CLIM / Climate Real Impact Sltns II Acqstn Corp / ARISTEIA CAPITAL LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Climate Real Impact Solutions II Acquisition Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 187171103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Climate Real Impact Solutions II Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 187171103 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appro |
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| December 17, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2021 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141 |
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| December 17, 2021 |
CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Exhibit 99.1 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Climate Real Impact Solutions II Acquisition Corporation: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 29, 2021 (as restated) F-3 Notes to Financial Statement (as restated) F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOU |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39572 CLIMATE REAL |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39572 CLIMATE REAL IMPA |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39572 CLIMATE REAL IMP |
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| May 18, 2021 |
SEC File Number 001-39944 CUSIP Numbers 187171103, 187171111, 187171202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2021 |
Exhibit 99.1 Climate Real Impact Solutions II Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 19, 2021 PRINCETON, NJ, March 15, 2021 - Climate Real Impact Solutions II Acquisition Corporation (the ?Company?) announced today that, commencing March 19, 2021, holders of the units sold in the Company?s initial public offering may elect |
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| March 15, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 Climate Real Impact Solutions II Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other ju |
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| February 4, 2021 |
CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Exhibit 99.1 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Climate Real Impact Solutions II Acquisition Corporation: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 29, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholde |
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| February 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2021 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other |
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| January 29, 2021 |
21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT Exhibit 1.1 21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT January 26, 2021 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Climate Real Impact Solutions II Acquisition Corporation, a Delaware corpora |
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| January 29, 2021 |
Amended and Restated Certificate of Incorporation (1) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLIMATE REAL IMPACT solutions II Acquisition Corporation January 26, 2021 Climate Real Impact Solutions II Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Climate Real Impact Solutions II Acqui |
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| January 29, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 26, 2021 by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s regi |
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| January 29, 2021 |
Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, is made and entered into by and among Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), Climate Real Impact Solutions II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and |
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| January 29, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 26, 2021, is by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WH |
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| January 29, 2021 |
Exhibit 10.4 January 26, 2021 Climate Real Impact Solutions II Acquisition Corporation 300 Carnegie Center, Suite 150, Princeton, NJ 08540 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Climate Real Impact Solutions II Acqui |
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| January 29, 2021 |
Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this 26 day of January, 2021, by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companie |
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| January 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39944 85-4141622 (State or other |
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| January 29, 2021 |
Warrants Purchase Agreement, dated January 26, 2021, between CRIS II and the Sponsor. (1) Exhibit 10.1 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January 26, 2021, is entered into by and among Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Climate Real Impact Solutions II Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHER |
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| January 27, 2021 |
$210,000,000 Climate Real Impact Solutions II Acquisition Corporation 21,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-251983 PROSPECTUS $210,000,000 Climate Real Impact Solutions II Acquisition Corporation 21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization o |
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| January 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 85-4141622 (State or other jurisdiction of incorporation or organization) (I |
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| January 25, 2021 |
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 January 25, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Thomas Jones Re: Climate Real Impact Solutions II Acquisition Corporation Registration Statement on Form S-1 Registration File No. 333-2519 |
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| January 25, 2021 |
Climate Real Impact Solutions II Acquisition Corporation 300 Carnegie Center, Suite 150 Princeton, NJ 08540 January 25, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| January 22, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 22, 2021. |
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| January 22, 2021 |
[Signature Page to Insider Letter] Exhibit 10.1 January , 2021 Climate Real Impact Solutions II Acquisition Corporation 300 Carnegie Center, Suite 150, Princeton, NJ 08540 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Climate Real Impact Solutions II Acquisi |
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| January 22, 2021 |
Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January [], 2021, is entered into by and among Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Climate Real Impact Solutions II Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHER |
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| January 22, 2021 |
21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT Exhibit 1.1 21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT January [ ], 2021 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Climate Real Impact Solutions II Acquisition Corporation, a Delaware corpor |
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| January 22, 2021 |
Exhibit 4.1 NUMBER U- UNITS CUSIP [] SEE REVERSE FOR CERTAIN DEFINITIONS CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share |
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| January 22, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [], 2021 by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s regi |
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| January 22, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [], 2021, is by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WH |
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| January 19, 2021 |
21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT Exhibit 1.1 21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT January [ ], 2021 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Climate Real Impact Solutions II Acquisition Corporation, a Delaware corpor |
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| January 19, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [], 2021, is by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WH |
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| January 19, 2021 |
Exhibit 4.1 NUMBER U- UNITS CUSIP [] SEE REVERSE FOR CERTAIN DEFINITIONS CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share |
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| January 19, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [], 2021 by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s regi |
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| January 19, 2021 |
[Signature Page to Insider Letter] Exhibit 10.1 January , 2021 Climate Real Impact Solutions II Acquisition Corporation 300 Carnegie Center, Suite 150, Princeton, NJ 08540 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Climate Real Impact Solutions II Acquisi |
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| January 19, 2021 |
ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM January 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Heather Clark Re: Climate Real Impact Solutions II Acquisition Corporation Registration Statement on Form S-1 Filed January |
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| January 19, 2021 |
Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January [], 2021, is entered into by and among Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Climate Real Impact Solutions II Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHER |
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| January 19, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLIMATE REAL IMPACT solutions II Acquisition Corporation January [], 2021 Climate Real Impact Solutions II Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Climate Real Impact Solutions II Acqui |
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| January 19, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 19, 2021. |
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| January 8, 2021 |
Exhibit 10.7 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| January 8, 2021 |
EX-3.3 5 nt10017609x3ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF Climate Real impact solutions ii Acquisition Corporation (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corpor |
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| January 8, 2021 |
Exhibit 10.3 Climate Real Impact Solutions II Acquisition Corporation 300 Carnegie Center, Suite 150 Princeton, NJ 08540 December 11, 2020 Climate Real Impact Solutions II Sponsor, LLC 300 Carnegie Center, Suite 150 Princeton, NJ 08540 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Climate Real Impact Solutions II Sponsor, LLC (the “Subscriber” or “y |
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| January 8, 2021 |
Consent to be Named as a Director Nominee Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| January 8, 2021 |
EX-4.1 6 nt10017609x3ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER U- UNITS CUSIP [] SEE REVERSE FOR CERTAIN DEFINITIONS CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Ea |
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| January 8, 2021 |
Consent to be Named as a Director Nominee Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| January 8, 2021 |
21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT EX-1.1 2 nt10017609x3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 21,000,000 Units Climate Real Impact Solutions II Acquisition Corporation UNDERWRITING AGREEMENT January [ ], 2021 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Climate Real Impact Solutions II |
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| January 8, 2021 |
EX-10.4 13 nt10017609x3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January [], 2021, is entered into by and among Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Climate Real Impact Solutions II Sponsor, LLC, a Delaware li |
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| January 8, 2021 |
[Signature Page to Insider Letter] Exhibit 10.1 January [], 2021 Climate Real Impact Solutions II Acquisition Corporation 300 Carnegie Center, Suite 150, Princeton, NJ 08540 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Climate Real Impact Solutions II Acqui |
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| January 8, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION December 2, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Climate Real Impa |
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| January 8, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.2 11 nt10017609x3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [], 2021 by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust compa |
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| January 8, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 8, 2021. |
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| January 8, 2021 |
Consent to be Named as a Director Nominee EX-99.2 19 nt10017609x3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securit |
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| January 8, 2021 |
Consent to be Named as a Director Nominee EX-99.4 21 nt10017609x3ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securit |
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| January 8, 2021 |
EX-10.6 15 nt10017609x3ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this [] day of January, 2021, by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and [] (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and off |
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| January 8, 2021 |
EX-4.4 8 nt10017609x3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [], 2021, is by and between Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also refe |
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| January 8, 2021 |
EX-3.2 4 nt10017609x3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLIMATE REAL IMPACT solutions II Acquisition Corporation January [], 2021 Climate Real Impact Solutions II Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation |
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| January 8, 2021 |
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT EX-10.5 14 nt10017609x3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [], 2021, is made and entered into by and among Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), Climate Real Impact Solutions II Sponsor, LLC, a Delaware |
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| January 8, 2021 |
Exhibit 4.2 NUMBER SHARES C- CUSIP [] SEE REVERSE FOR CERTAIN DEFINITIONS CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CLIMATE REAL IMPACT SOLUTONS II ACQUISITION CORPORATION (T |
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| January 8, 2021 |
Consent to be Named as a Director Nominee Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| December 21, 2020 |
Exhibit 10.7 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| December 21, 2020 |
Exhibit 10.3 Climate Real Impact Solutions II Acquisition Corporation 300 Carnegie Center, Suite 150 Princeton, NJ 08540 December 11, 2020 Climate Real Impact Solutions II Sponsor, LLC 300 Carnegie Center, Suite 150 Princeton, NJ 08540 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Climate Real Impact Solutions II Sponsor, LLC (the ?Subscriber? or ?y |
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| December 21, 2020 |
TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on December 21, 2020 under the Securities Act of 1933, as amended. |
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| December 21, 2020 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION December 2, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Climate Real Impa |
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| December 21, 2020 |
Consent to be Named as a Director Nominee Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| December 21, 2020 |
Consent to be Named as a Director Nominee Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| December 21, 2020 |
Consent to be Named as a Director Nominee Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Climate Real Impact Solutions II Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
