EVgo Inc. Files 8-K: Material Definitive Agreement

TL;DR

EVgo filed an 8-K on 12/16/24 for a material definitive agreement.

AI Summary

On December 16, 2024, EVgo Inc. entered into a Material Definitive Agreement related to the sale of equity securities. The filing also notes other events and financial statements, with the company's principal business address in Los Angeles, CA.

Why It Matters

This 8-K filing indicates a significant contractual event for EVgo Inc., potentially impacting its financial structure or operational capacity.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company, depending on their terms and implications.

Key Players & Entities

• EVgo Inc. (company) — Registrant
• December 16, 2024 (date) — Date of earliest event reported
• Los Angeles, CA (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — tered Shares of Class A common stock, $0.0001 par value EVGO Nasdaq Global Select
• $11.50 — A common stock at an exercise price of $11.50 EVGOW Nasdaq Global Select Market
• $5.00 — A Shares at a public offering price of $5.00 per share. Pursuant to the Underwriting

Filing Documents

• tm2431307d1_8k.htm (8-K) — 36KB
• tm2431307d1_ex1-1.htm (EX-1.1) — 276KB
• tm2431307d1_ex5-1.htm (EX-5.1) — 10KB
• tm2431307d1_ex10-1.htm (EX-10.1) — 93KB
• tm2431307d1_ex5-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-24-129561.txt ( ) — 723KB
• evgo-20241216.xsd (EX-101.SCH) — 4KB
• evgo-20241216_def.xml (EX-101.DEF) — 26KB
• evgo-20241216_lab.xml (EX-101.LAB) — 36KB
• evgo-20241216_pre.xml (EX-101.PRE) — 25KB
• tm2431307d1_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 16, 2024, EVgo Inc. (the "Company") entered into a stock and unit purchase agreement ("SPA") with EVgo OpCo, LLC ("OpCo") and EVgo Holdings, LLC (together with its affiliates, "LS Power"). Pursuant to the SPA, and in connection with a notice delivered to the Company by LS Power, the Company and OpCo agreed to redeem from LS Power 23,000,000 units of OpCo ("Units") and 23,000,000 shares of the Company's Class B common stock, par value $0.0001 per share ("Class B Shares") (plus up to an additional 3,450,000 Units and 3,450,000 Class B Shares if the Underwriters' Option (as defined below) is exercised in full). In exchange for the Units and Class B Shares included in the Redemption (as defined below), the Company and OpCo agreed to transfer 23,000,000 newly issued shares of the Company's Class A common stock, par value $0.0001 per share ("Class A Shares" and such newly issued Class A Shares, the "New Class A Shares"), plus up to an additional 3,450,000 New Class A Shares if the Underwriters' Option is exercised in full (collectively, the "Redemption"). The Redemption closed on December 17, 2024. The description of the SPA 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 SPA, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The New Class A Shares were transferred to LS Power in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

01

Item 8.01 Other Events. On December 16, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC ("J.P. Morgan"), Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., as representatives of the several underwriters (the "Underwriters"), and LS Power, as selling stockholder, relating to an underwritten public offering (the "Secondary Offering") of 23,000,000 Class A Shares at a public offering price of $5.00 per share. Pursuant to the Underwriting Agreement, all 23,000,000 Class A Shares are to be sold by LS Power. Under the terms of the Underwriting Agreement, LS Power granted the Underwriters a 30-day option to purchase up to an additional 3,450,000 Class A Shares at the public offering price, less the underwriting discounts and commissions (the "Underwriters' Option"). The number of Class A Shares issued pursuant to the Secondary Offering, including pursuant to any exercise of the Underwriters' Option, shall equal the number of New Class A Shares issued to LS Power pursuant to the Redemption. The Company will not receive any of the proceeds from the sale of the Class A Shares in the Secondary Offering. The Secondary Offering is expected to close on December 18, 2024, subject to the satisfaction of standard closing conditions. The Class A Shares are to be sold pursuant to an effective Registration Statement on Form S-3 (File No. 333-266753) (the "Registration Statement"), a base prospectus included as part of the Registration Statement, dated August 25, 2022, and a prospectus supplement, dated December 16, 2024 and filed with the Securities and Exchange Commission on December 18, 2024. Pursuant to the Underwriting Agreement, the Company, the Company's directors and executive officers and LS Power also agreed to certain restrictions on the sale and other transfer of Class A Shares or any securities convertible into or exercisable or exchangeable for Class A Shares without firs

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as of December 16, 2024, among EVgo Inc., EVgo Holdings, LLC and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., as representatives of the underwriters named in Schedule 1 thereto. 5.1 Opinion of Freshfields US LLP. 10.1 Stock and Unit Purchase Agreement, dated as of December 16, 2024, among EVgo Inc., EVgo OpCo, LLC and EVgo Holdings, LLC. 23.1 Consent of Freshfields US LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: December 18, 2024 By: /s/ Paul Dobson Name: Paul Dobson Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR