CLII Climate Change Crisis Real Impact I Acquisition Corporation

On May 22, 2023, the Company issued and sold an aggregate of 29,411,765 shares (the “Shares”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), pursuant to an underwriting agreement (the “Underwriting Agreement”) dated as of May 17, 2023, by and among the Company and J.P. Morgan Securities LLC, Evercore Group L.L.C. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”). The Shares were sold in a registered public offering (the “Offering”) pursuant to an effective Registration Statement on Form S-3 (File No. 333-266753) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission. An affiliate of EVgo Holdings, LLC (together with its affiliates, “LS Power”), the Company’s controlling stockholder, purchased 5,882,352 of the Shares at the public offering price of $4.25 per Share. The Company did not pay any commissions and the Underwriters did not receive any discounts on the Shares sold to LS Power. The net proceeds to the Company from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $120.3 million. The Company intends to use the net proceeds from the Offering for general corporate purposes.

Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to 4,411,764 additional shares of Class A Common Stock on the same terms and conditions. The Company, the Company’s directors, director nominees and executive officers and certain stockholders of the Company also agreed to certain restrictions on the sale and other transfer of shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock without first obtaining the written consent of J.P. Morgan Securities LLC and Evercore Group L.L.C., on behalf of the Underwriters, subject to certain exceptions, for 60 days after the date of the prospectus supplement relating to the Offering.

The description of the Underwriting Agreement set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

A copy of the opinion of Freshfields Bruckhaus Deringer US LLP relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.