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): ~~December 14~~February 16, ~~2021~~2022

First Reserve Sustainable Growth Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-40169	86-1662498
(State or incorporation or organization	(Commission File Number)	(IRS Employer Identification No.)

262 Harbor Drive, Third Floor

Stamford, CT 06902

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (203) 661-6601

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communication 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 registered	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant	FRSGU	The Nasdaq Stock Market LLC
Class A Common stock, par value $0.0001 per share	FRSG	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock for $11.50 per share	FRSGW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

As previously announced by First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), on August 12, 2021, the Company, Juuce Limited, a private limited company incorporated under the laws of England and Wales (“Juuce”), EO Charging, an exempted company incorporated with limited liability in the Cayman Islands (“EO”) and Charge Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of EO (“Merger Sub”), entered into a Business Combination Agreement and Plan of Reorganization ( the “Business Combination Agreement” and the transactions contemplated thereby the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) the shareholders of Juuce will contribute all of the issued and outstanding ordinary shares of Juuce to EO in exchange for ordinary shares of EO valued at $10.00 per share (“EO Ordinary Shares”) to be issued simultaneously with the issuance of EO Ordinary Shares in connection with the Merger (as defined below) and, if available cash exceeds a specified level, certain cash consideration and (ii) Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of EO (the “Merger”). In connection with the Merger, (i) each holder of warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), will receive in exchange an equal number of warrants to purchase EO Ordinary Shares and (ii) each holder of Class A Common Stock will receive in exchange an equal number of EO Ordinary Shares.

~~Attached~~On asFebruary 16, ~~Exhibit~~2022, ~~99.1~~the toCompany, ~~this~~Juuce, ~~Current~~EO ~~Report~~and onMerger ~~Form 8-K~~ Sub entered into the First Amendment to Business Combination Agreement and ~~incorporated~~Plan ~~herein~~of byReorganization ~~reference~~(the is“First anAmendment”), ~~investor~~pursuant ~~presentation~~to ~~relating~~which, subject to the ~~previously~~terms ~~announced~~and conditions therein, the parties thereto extended the Outside Date (as defined in the Business Combination Agreement) from February 8, 2022 to March 11, 2022.

~~Such~~In ~~exhibit~~connection ~~and~~with the ~~information~~entry ~~set~~into ~~forth therein will not be deemed to be filed for purposes of Section 18 of~~ the ~~Securities~~First ~~Exchange Act of 1934~~Amendment, ~~as amended (~~the ~~“Exchange~~Company ~~Act”),~~consented ~~or otherwise be subject~~ to ~~the liabilities of that section~~Juuce, ~~nor~~EO ~~will~~and itMerger beSub ~~deemed~~seeking toadditional befinancing ~~incorporated~~opportunities byfor ~~reference~~the inbusiness ~~any~~during ~~filing under~~ the ~~Securities~~pendency ~~Act~~ of ~~1933, as amended (~~the ~~“Securities~~Business ~~Act”), or the Exchange Act~~Combination.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Amendment, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

ExhibitNumber		Description
99.1		Investor Presentation.
2.1*		Business Combination Agreement, dated as of August 12, 2021, by and among First Reserve Sustainable Growth Corp., EO Charging, Charge Merger Sub, Inc. and Juuce Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021 (File No. 001-40169)).
2.2		First Amendment to Business Combination Agreement, dated as of February 16, 2022, by and among First Reserve Sustainable Growth Corp., EO Charging, Charge Merger Sub, Inc. and Juuce Limited.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

Legend Information

Forward-Looking Statements

~~Certain~~The ~~statements~~information ~~made~~ in this Current Report ~~are~~includes “forward-looking statements”. ~~with~~All ~~respect to the transaction between the Company~~statements, ~~Juuce~~other ~~and~~than ~~EO and including~~ statements ~~regarding the benefits~~ of ~~the~~present ~~transaction,~~or ~~the~~historical ~~anticipated~~fact ~~timing~~included ~~of the transaction, the services offered by Juuce and the markets~~ in ~~which~~this itCurrent ~~operates~~Report, ~~and~~regarding ~~EO’s projected future results. These forward-looking statements generally are identified by~~ the ~~words~~proposed ~~“estimates,”~~business ~~“projected,”~~combination ~~“expects,”~~between ~~“anticipates,”~~First ~~“forecasts,”~~Reserve ~~“plans,”~~Sustainable ~~“intends,”~~Growth ~~“believes,”~~Corp. (“~~seeks,~~FRSG” ~~“targets”~~), ~~“may,”~~Juuce ~~“will,”~~Limited ~~“should,”~~( “~~would,~~Juuce”) ~~“will~~and ~~be,”~~EO ~~“will~~Charging ~~continue,”~~ (“~~will likely result,~~EO” ~~“future~~),” ~~“propose,”~~each ~~“strategy,” “opportunity” and variations~~ of ~~these words or similar expressions (or the negative versions of~~ such words or expressions) that predict or indicate future events or trends or are not statements of historical matters are intended to identify forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, guarantees, assurances, predictions or definitive statements of fact or probability regarding future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside EOparties’s, ~~Juuce’s~~ability ~~or the Company’s control, that could cause actual results or outcomes~~ to ~~differ~~consummate ~~materially from those discussed in~~ the ~~forward-looking statements. Important factors~~transaction, ~~among others, that may affect actual results or outcomes include~~ the ~~inability~~benefits toof ~~complete~~ the ~~business~~transaction ~~combination~~and ~~in a timely manner or at all (including due to~~ the ~~failure~~combined tocompany’s ~~receive~~future ~~required~~financial ~~shareholder approvals~~performance, oras ~~the~~well ~~failure of other closing conditions such~~ as the ~~satisfaction~~combined ~~of the minimum trust account amount following redemptions by the Company~~company’s ~~public stockholders~~strategy, ~~the~~future ~~waiver~~operations, orestimated ~~expiration~~financial ~~of a Juuce shareholder’s right to acquire Juuce under the Shareholder’s Deed and the receipt of certain governmental and regulatory approvals)~~position,

~~which~~estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report, the words “could,” “should,” “will,” “may,” ~~adversely~~“believe,” ~~affect~~“anticipate,” “intend,” “estimate,” “expect,” “project,” the ~~price~~negative of ~~the~~such ~~Company~~terms and other similar expressions are intended to identify forward-looking statements, although not all forward- looking statements contain such identifying words. These forward-looking statements are based on management’s ~~securities;~~current expectations and assumptions about future events and are based on currently available information as to the ~~inability~~outcome and timing of ~~the~~future ~~business~~events. ~~combination~~Except as otherwise required by applicable law, FRSG, Juuce and EO disclaim any duty to beupdate ~~completed~~any forward-looking statements, all of which are expressly qualified by the ~~Company’s~~statements ~~business~~in ~~combination~~this ~~deadline~~section, ~~and~~to reflect events or circumstances after the ~~potential~~date ~~failure~~of this Current Report. FRSG, Juuce and EO caution you that these forward-looking statements are subject to ~~obtain~~numerous anrisks ~~extension~~and uncertainties, most of which are difficult to predict and many of which are beyond the ~~business~~control ~~combination~~of ~~deadline~~any ifof ~~sought~~FRSG, byJuuce or EO. In addition, FRSG, Juuce and EO caution you that the ~~Company;~~forward-looking statements contained in this Current Report are subject to the following factors: (i) the occurrence of any event, change or other ~~circumstance~~circumstances that could delay the business combination or give rise to the termination of the ~~transaction;~~Business ~~the~~Combination ~~inability~~Agreement toand ~~recognize~~Plan ~~the~~of ~~anticipated~~Reorganization, ~~benefits~~dated as of August 12, 2021, by and among FRSG, FRSG Merger Sub Inc., EO and Juuce, and the ~~proposed~~other agreements related to the business combination; (including catastrophic events, acts of terrorism, the ~~inability~~outbreak of war, COVID-19 and other public health events), as well as management’s response to ~~obtain~~any orof ~~maintain~~the foregoing; (ii) the ~~listing~~outcome of any legal proceedings that may be instituted against FRSG, Juuce, EO’s, ~~shares~~their onaffiliates aor ~~national~~their ~~exchange~~respective directors and officers following announcement of the ~~proposed~~transactions; (iii) the inability to complete the business combination; ~~costs~~due ~~related~~to the failure to obtain approval of the ~~proposed~~stockholders ~~business~~of ~~combination~~FRSG, regulatory approvals, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts FRSG’s or Juuce’s current plans and operations, ~~business relationships or business generally~~ as a result of the announcement ~~and consummation~~ of the ~~proposed~~transactions; ~~business~~(v) Juuce’s ~~combination;~~and EO’s ability to ~~manage~~realize ~~growth;~~the ~~EO’s~~anticipated benefits of the business combination, which may be affected by, among other things, competition, the pace and depth of EV adoption generally, and the ability toof ~~execute~~Juuce ~~its~~to ~~business~~accurately ~~plan~~estimate supply and ~~meet~~demand for its ~~projections;~~EV ~~potential~~charging ~~disruption~~products inand ~~EO’s~~services, ~~employee~~and ~~retention~~to asgrow aand ~~result~~manage ofgrowth profitably following the ~~transaction~~business combination; ~~potential~~(vi) risks ~~litigation,~~relating ~~governmental~~to orthe ~~regulatory~~uncertainty ~~proceedings,~~of ~~investigations~~the orprojected ~~inquiries~~financial ~~involving~~information ~~EO,~~with respect to Juuce, orincluding the ~~Company,~~conversion of pre-orders into binding ~~including~~orders; in(vii) costs ~~relation~~related to the ~~transaction~~business combination; (viii) changes in applicable laws or regulations, ~~and~~governmental ~~general~~incentives ~~economic~~and fuel and ~~market~~energy ~~conditions~~prices; ~~impacting~~(ix) the ~~demand~~possibility ~~for~~that Juuce’s may be adversely affected by other economic, business, and/or EOcompetitive factors; (x) the amount of redemption requests by FRSG’s ~~products~~public ~~and services~~stockholders; and (xi) such other ~~risks~~factors ~~and~~affecting ~~uncertainties~~FRSG ~~indicated~~that are detailed from time to time in ~~the~~FRSG’s ~~proxy~~filings ~~statement/prospectus~~with ~~relating to~~ the ~~proposed~~Securities ~~business~~and ~~combination,~~Exchange ~~including~~Commission ~~those~~(the ~~under~~ “~~Risk Factors~~SEC”). ~~therein,~~Should ~~and~~one inor more of the ~~Company’s~~risks ~~other~~or ~~filings~~uncertainties ~~with~~described ~~the~~in ~~SEC.~~this ~~Forward-looking~~Current ~~statements~~Report, ~~speak~~or ~~only~~should asunderlying ofassumptions ~~the~~prove ~~date~~incorrect, ~~they~~actual ~~are~~results ~~made.~~and ~~Readers~~plans ~~are~~could ~~cautioned~~differ ~~not~~materially tofrom ~~put~~those ~~undue~~expressed ~~reliance~~in onany forward-looking ~~statement,~~statements. ~~and~~Additional EOinformation concerning these and ~~the~~other ~~Company~~factors ~~assume~~that nomay ~~obligation~~impact the operations and doprojections ~~not~~discussed ~~undertake~~herein ~~any~~can ~~obligation~~be tofound ~~update~~in orFRSG’s ~~revise~~final ~~any~~prospectus ~~forward-looking~~for ~~statements~~its initial public offering, ~~whether~~which aswas afiled ~~result~~with ofthe ~~new~~SEC ~~information~~on March 5, ~~future~~2021, ~~events~~and orits ~~otherwise,~~periodic ~~except~~filings aswith ~~required~~the bySEC, ~~law.~~including ~~Neither~~its EOQuarterly ~~nor~~Report ~~the~~on Form 10-Q for quarterly ~~Company~~period ~~gives~~ended ~~any~~September 30, ~~assurance~~2021. ~~that~~FRSG’s ~~either~~SEC EOfilings orare ~~the~~available ~~Company~~publicly ~~will~~on ~~achieve~~the ~~its~~SEC’s ~~expectations~~website at www.sec.gov.

~~Additional~~Important Information ~~about~~for ~~the~~Investors ~~Business Combination~~ and ~~Where~~Stockholders ~~to Find It~~

~~This~~In ~~communication~~connection iswith ~~being~~the ~~made~~proposed inbusiness ~~respect~~combination, toa ~~the~~registration ~~Business~~statement ~~Combination~~on ~~involving~~Form ~~the~~F-4 ~~Company~~(File ~~and~~No. 333-259901) ~~EO,~~that ~~which~~includes ~~will~~a bepreliminary ~~the~~proxy ~~going-forward~~statement/prospectus ~~public~~has ~~company.~~been Afiled ~~full~~by ~~description~~EO ofwith the ~~Business~~SEC. ~~Combination~~After the registration statement is ~~provided~~declared ineffective, the ~~registration~~definitive proxy statement onwill ~~Form~~be ~~S-4~~distributed ~~(File~~to ~~No. 333-259901)~~FRSG’s ~~(the~~stockholders ~~“Registration~~in ~~Statement”)~~connection ~~filed~~ with ~~the~~FRSG’s ~~Securities~~solicitation ~~and~~for ~~Exchange~~proxies ~~Commission~~for (the ~~“SEC”)~~vote by ~~EO,~~FRSG’s ~~which~~stockholders ~~includes~~in aconnection ~~proxy~~with ~~statement/prospectus,~~the ~~and~~proposed ~~certain~~business ~~other~~combination ~~related~~and ~~documents,~~other tomatters beas ~~used~~described atin the Form F-4, as well ~~meeting~~as ofa ~~stockholders~~definitive toprospectus ~~approve~~of ~~the~~EO ~~Business~~relating ~~Combination.~~to ~~INVESTORS~~the ~~AND~~offer ~~SECURITY~~of ~~HOLDERS~~the OFsecurities ~~THE~~to ~~COMPANY~~be ~~ARE~~issued ~~URGED~~in TOconnection ~~READ~~with ~~THE~~the ~~PROXY~~completion ~~STATEMENT/PROSPECTUS,~~of ~~ANY~~the ~~AMENDMENTS~~business ~~THERETO~~combination. ~~AND~~Copies ~~OTHER~~of ~~RELEVANT~~the Form F-4 may be ~~DOCUMENTS~~obtained ~~THAT~~free ~~WILL~~of BEcharge ~~FILED~~at ~~WITH~~the ~~THE~~ SEC’s ~~CAREFULLY~~website ~~AND~~at INwww.sec.gov. ~~THEIR~~FRSG’s ~~ENTIRETY~~stockholders ~~WHEN~~are ~~THEY~~urged ~~BECOME~~to ~~AVAILABLE~~read ~~BECAUSE~~the ~~THEY~~preliminary ~~WILL~~proxy ~~CONTAIN~~statement/prospectus ~~IMPORTANT~~and ~~INFORMATION~~the ~~ABOUT~~other ~~JUUCE,~~relevant ~~THE~~materials ~~COMPANY~~(including, EOwhen ~~AND~~available, ~~THE~~the ~~BUSINESS~~definitive ~~COMBINATION. The~~ proxy statement/prospectus) ~~will~~when bethey ~~mailed~~become toavailable ~~shareholders~~before ofmaking ~~the~~any ~~Company~~voting asdecision ofwith arespect ~~record date~~ to bethe ~~established~~proposed ~~for~~business ~~voting~~combination onbecause ~~the~~they ~~Business~~will ~~Combination.~~contain ~~Investors~~important ~~and~~information ~~security~~about ~~holders~~the ~~will~~business ~~also~~combination beand ~~able~~the parties to ~~obtain~~the ~~copies~~business ofcombination. ~~the~~The ~~Registration~~information ~~Statement~~contained ~~and~~on, ~~other~~or ~~documents~~that ~~containing~~may ~~important~~be ~~information~~accessed ~~about~~through, ~~each~~the ofwebsites ~~the~~referenced ~~companies~~in ~~once~~this ~~such~~Current ~~documents~~Report ~~are~~is ~~filed~~not ~~with~~incorporated ~~the~~by ~~SEC~~reference into, ~~without~~and ~~charge,~~is atnot ~~the~~a ~~SEC’s~~part ~~web~~of, ~~site~~this atCurrent ~~www~~Report.~~sec.gov.~~

Participants in Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the SEC, including the Registration Statement and the Company’s final prospectus for its initial public offering dated March 4, 20201 (File No. 333-252717), which was filed with the SEC on March 5, 2021, and is available free of charge at the SEC’s web site at www.sec.gov. Additional information regarding the interests of such participants will be set forth in the Registration Statement for the Business Combination. EO and Juuce and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement for the Business Combination.

No Offer or Solicitation

This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act or an exemption therefrom.

No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of FRSG, EO or Juuce, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or exemptions therefrom.

Participants in the Solicitation

FRSG, Juuce and EO and their respective directors and officers may be deemed participants in the solicitation of proxies of FRSG’s stockholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of FRSG’s executive officers and directors in the solicitation by reading FRSG’s final prospectus for its initial public offering, which was filed with the SEC on March 5, 2021, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of FRSG’s, Juuce’s and EO’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

SIGNATURE

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.

	FIRST RESERVE SUSTAINABLE GROWTH CORP.
Date: December 14, 2021	By:	/s/ Thomas S. Amburgey
Date: February 17, 2022	By:	/s/ Thomas S. Amburgey
	Name:	Thomas S. Amburgey
	Title:	Chief Financial Officer

Filing Compare · First Reserve Sustainable Growth Corp.