Current Report Filing (8-k)
February 23 2023 - 4:13PM
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2023-02-21
2023-02-21
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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):
February 21, 2023
EVgo Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39572 |
|
85-2326098 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
11835 West Olympic Boulevard, Suite 900E
Los Angeles, California |
|
90064 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (877) 494-3833
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
Shares of Class A common stock, $0.0001 par value |
|
EVGO |
|
Nasdaq Global Select Market |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
EVGOW |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition
On February 23, 2023, EVgo Inc. (the “Company”)
issued a press release announcing certain preliminary financial and operational results for the fiscal year ended December 31, 2022 and
the date for its fourth quarter and full year 2022 earnings call. In the press release, the Company also announced a realignment designed
to direct resources towards the Company’s highest priorities for 2023. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information furnished
within this Item 2.02 of this Current Report on Form 8-K (including the press release attached hereto as Exhibit 99.1) shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under
the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events
As previously announced on its Current Report
Form 8-K dated February 6, 2023 (the “Prior 8-K”), the Company filed a petition on February 3, 2023 in the Court of Chancery
of the State of Delaware (the “Court of Chancery”) under Section 205 of the Delaware General Corporation Law (the “Petition”)
seeking (i) the validation of the stockholder vote approving the Charter Amendment Proposal (as defined in the Prior 8-K) and (ii) the
validation and declaration of effectiveness of (a) the New Charter (as defined in the Prior 8-K) (including its filing and effectiveness,
in each case as of July 1, 2021) and (b) the securities issued or to be issued in reliance on the approval of the Charter Amendment Proposal
and/or the validity of the New Charter, as of the respective dates of their issuance (including the 5,750,000 shares of Class A common
stock into which the shares of Class B common stock converted upon the consummation of the Business Combination (as defined in the Prior
8-K)).
Following a hearing of the Petition, the Court
of Chancery issued an order on February 21, 2023 (the “205 Order”) validating each of the corporate acts described above,
effective as of the time each such act was originally taken, notwithstanding any failures of authorization or potential failures of authorization
described in, or resulting from the matters described in, the Petition.
The Company welcomes the 205 Order as it eliminates
any purported uncertainty with respect to its capital structure.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
EVgo Inc. |
|
|
|
Date: February 23, 2023 |
By: |
/s/ Olga Shevorenkova |
|
Name: |
Olga Shevorenkova |
|
Title: |
Chief Financial Officer |
|
|
(Principal Financial Officer and Principal Accounting Officer) |
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