PRINCETON, N.J.–(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.
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.