Item 4 of the Schedule 13D is hereby amended and restated in its entirety:
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
On December 16, 2024, the Issuer redeemed from EVgo Holdings 23,000,000 shares of the Company's Class B Common Stock. In connection with such redemption, the Issuer issued to EVgo Holdings 23,000,000 shares of Class A Common Stock.
Also on December 16, 2024, EV Holdings agreed to sell 23,000,000 shares of Class A Common Stock at a public offering price of $5.00 per share in an underwritten public offering (the "Offering"). The Reporting Persons granted the underwriters an option to purchase up to 3,450,000 additional shares of Common Stock within 30 days of the pricing of the Offering.
The Reporting Persons acquired the securities reported herein in connection with an underwritten equity offering. The Reporting Persons intend to participate in the management of the Issuer through representation on the Issuer's Board of Directors. Except as set forth in this Schedule 13D, the Reporting Persons have no plans or proposals at present that relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to regularly review their investment in the Issuer. Based on such review as well as other factors (including, among other things, their evaluation of the Issuer's business, prospects and financial condition, the market price for the Issuer's securities, other opportunities available to them and general market, industry and economic conditions), the Reporting Persons, and/or other persons affiliated with them, may, and reserve the right to, evaluate their investments and make strategic decisions based thereon, including disposing of, or causing to be disposed, a portion of the Securities beneficially owned by them, in the public market through open market sales, registered or unregistered block trades, in privately negotiated transactions, redemptions by the Issuer or otherwise. The Reporting Persons may formulate such plans or proposals for, and may from time to time explore, or make such proposals relating to, transactions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.
In connection with the Offering, on December 16, 2024, EVgo Holdings and the directors and officers of the Issuer each entered into lock-up agreements with the underwriters (the "Lock-up Agreements") pursuant to which they each agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 60 days from date of filing of the final prospectus relating to the Offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 1 and incorporated herein by reference.
Pursuant to the Amended and Restated Limited Liability Company Agreement of EVgo OpCo, LLC, dated as of July 1, 2021, EVgo OpCo LLC is obligated to offer to redeem shares of Common Stock held by EVgo Holdings at least once per quarter. EVgo Holdings may, but is not obligated to, accept such redemption. |
Item 4 of the Schedule 13D is hereby amended and restated in its entirety:
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
On December 16, 2024, the Issuer redeemed from EVgo Holdings 23,000,000 shares of the Company's Class B Common Stock. In connection with such redemption, the Issuer issued to EVgo Holdings 23,000,000 shares of Class A Common Stock.
Also on December 16, 2024, EV Holdings agreed to sell 23,000,000 shares of Class A Common Stock at a public offering price of $5.00 per share in an underwritten public offering (the "Offering"). The Reporting Persons granted the underwriters an option to purchase up to 3,450,000 additional shares of Common Stock within 30 days of the pricing of the Offering.
The Reporting Persons acquired the securities reported herein in connection with an underwritten equity offering. The Reporting Persons intend to participate in the management of the Issuer through representation on the Issuer's Board of Directors. Except as set forth in this Schedule 13D, the Reporting Persons have no plans or proposals at present that relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to regularly review their investment in the Issuer. Based on such review as well as other factors (including, among other things, their evaluation of the Issuer's business, prospects and financial condition, the market price for the Issuer's securities, other opportunities available to them and general market, industry and economic conditions), the Reporting Persons, and/or other persons affiliated with them, may, and reserve the right to, evaluate their investments and make strategic decisions based thereon, including disposing of, or causing to be disposed, a portion of the Securities beneficially owned by them, in the public market through open market sales, registered or unregistered block trades, in privately negotiated transactions, redemptions by the Issuer or otherwise. The Reporting Persons may formulate such plans or proposals for, and may from time to time explore, or make such proposals relating to, transactions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.
In connection with the Offering, on December 16, 2024, EVgo Holdings and the directors and officers of the Issuer each entered into lock-up agreements with the underwriters (the "Lock-up Agreements") pursuant to which they each agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 60 days from date of filing of the final prospectus relating to the Offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 1 and incorporated herein by reference.
Pursuant to the Amended and Restated Limited Liability Company Agreement of EVgo OpCo, LLC, dated as of July 1, 2021, EVgo OpCo LLC is obligated to offer to redeem shares of Common Stock held by EVgo Holdings at least once per quarter. EVgo Holdings may, but is not obligated to, accept such redemption. |