Climate Real Impact Solutions II Acquisition Corporation Announces Review of Warrant Accounting Following SEC Staff Statement
29 April 2021 - 9:17AM
Business Wire
On April 12, 2021, the staff of the Securities and Exchange
Commission issued a Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition
Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff
Statement addresses certain accounting and reporting considerations
related to warrants of a kind similar to those issued by Climate
Real Impact Solutions II Acquisition Corporation (the “Company”).
The Company currently has 9,383,333 outstanding warrants, comprised
of 4,830,000 warrants included in the units sold in the Company’s
initial public offering (“IPO”) and 4,553,333 warrants issued to
the Company’s sponsor in a private placement that closed
concurrently with the IPO. Under the SEC Staff Statement, warrants
issued by the Company may be required to be accounted for as
liabilities on the Company’s balance sheet with any changes in fair
value for each period reported in earnings.
In light of the SEC Staff Statement, the Board of Directors is
evaluating the materiality of the impact to the Company’s financial
statements that would result from accounting for the Company’s
warrants in a manner consistent with the SEC Staff Statement. To
evaluate the materiality of this impact, the Company has requested
its accounting and legal advisors to review the appropriate
treatment, including the materiality and amount of such adjustments
and to discuss their respective reviews with the Company and its
Audit Committee and/or Board of Directors. These advisors are
reviewing similar impacts with many SPACs, resulting in staffing
resource constraints and delays. Therefore, the Company is not yet
in a position to make a determination in relation to any adjustment
or its materiality. The Company expects to complete its review of
such impact with its advisors, Audit Committee and Board of
Directors and then inform its stockholders of the result of their
review within the next month.
About the Company
Climate Real Impact Solutions II Acquisition Corporation is a
blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. While the Company may pursue an initial business
combination target in any business or industry, it intends to
target climate change-fighting sectors.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of the Company may include,
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this press release
are forward-looking statements. When used in this press release,
words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, as they relate to the Company or its management team,
identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the
Company’s management. Actual results could differ materially from
those contemplated by the forward-looking statements as a result of
certain factors detailed in the Company’s filings with the
Securities and Exchange Commission (“SEC”). All subsequent written
or oral forward-looking statements attributable to the Company or
persons acting on its behalf are qualified in their entirety by
this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company’s registration statement for the Company’s initial public
offering filed with the SEC. The Company undertakes no obligation
to update these statements for revisions or changes after the date
of this release, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210428006188/en/
Company: Daniel Gross Chief Investment Officer Climate
Real Impact Solutions II Acquisition Corporation (212) 847-0360
dan.gross@climaterealimpactsolutions.com Media: Isaac
Steinmetz Director of Media Relations cris@antennagroup.com
646-883-3655
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