SEC File Number 001-39944
CUSIP Numbers 187171103, 187171111, 187171202
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One):
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☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
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For Period Ended: March 31, 2021
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended: _____________
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
PART I – REGISTRANT INFORMATION
Climate Real Impact Solutions II Acquisition Corporation
Full Name of Registrant
N/A
Former Name if Applicable
300 Carnegie Center, Suite 150
Address of Principal Executive Office (Street and Number)
Princeton, NJ 08540
City, State and Zip Code
PART II – RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period. (Attach extra sheets if needed)
Climate Real Impact Solutions II Acquisition Corporation (the “Registrant”) is filing this notification of late filing on Form 12b-25 with respect to its quarterly report on Form
10-Q for the quarter ended March 31, 2021(the “Form 10-Q”). The Form 10-Q could not be filed within the prescribed time period required for smaller reporting companies without unreasonable effort and expense, because the Registrant is still assessing
the impact of the guidance issued by the Securities and Exchange Commission on April 12, 2021 as to the accounting implications of certain terms that are common in warrants issued by special purpose acquisition companies. The Registrant
correspondingly anticipates the Form 10-Q will be filed no later than May 24, 2021.
PART IV – OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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John A. Cavalier
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(212)
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847-0360
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☐Yes ☒ No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Climate Real Impact Solutions II Acquisition Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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May 17, 2021
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By:
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/s/ John A. Cavalier
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Name: John A. Cavalier
Title: Chief Financial Officer
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