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): ~~November~~ 14December 8, 2022

Climate Real Impact Solutions II Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39944

85-4141622

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

300 Carnegie Center, Suite 510

Princeton, New Jersey 08540

(Address of principal executive offices and zip code)

Registrant’'s telephone number, including area code: (212) 847-0360

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications 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	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Series A common stock, $0.0001 par value, and one-fifth of one redeemable warrant	CLIM.U	New York Stock Exchange
Shares of Class A common stock included as part of the units	CLIM	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	~~CLIM WS~~	~~New York Stock Exchange~~OTC

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 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

OnThe ~~November~~information ~~14, 2022, Climate Real Impact Solutions~~set IIforth ~~Acquisition~~in ~~Corporation~~Item ~~(“CLIM”)~~3.03 ~~filed a definitive proxy statement relating to a special meeting~~ of ~~stockholders~~this toCurrent ~~approve (i)~~Report anon ~~amendment~~Form 8-K related to the ~~Company’s~~amendment ~~amended and restated certificate~~ of ~~incorporation (~~the ~~“Charter Amendment Proposal”) and (ii), an amendment to the Investment Management~~ Trust Agreement, ~~dated January 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company,~~ (as ~~trustee~~defined ~~(the “Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Proposals”~~below), ~~which would, if implemented, allow the Company to redeem all of its outstanding shares of Class A common~~is ~~stock,~~incorporated ~~par~~herein ~~value $0.0001 per share (the “Public Shares”) in advance of the Company’s contractual expiration date of January 29, 2023~~ by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from January 29, 2023 to the later of (x) December 8, 2022 or (y) the date of effectiveness of the second amended and restated charter (the “Amended Termination Date”)reference.

IfItem the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will redeem all Public Shares as promptly as reasonably possible, but not more than ten business days after the Amended Termination Date (the “Mandatory Redemption”)3.03. ~~The~~Material ~~Company~~Modification ~~expects~~ to ~~complete~~Rights ~~the Mandatory Redemption on or around December 9, 2022, if shareholders approve the Proposals. Additionally, the last day~~ of ~~trading~~Security ~~of the Public Shares will be December 8, 2022, if shareholders approve the Proposals~~Holders.

The ~~virtual~~information ~~special meeting will be held on Thursday,~~set ~~December~~forth 8,in ~~2022~~Item ~~at 11:00 a~~8.m.01 ~~New York City time, and the record date for the meeting was the close~~ of ~~business~~this ~~(New~~Current ~~York~~Report ~~City time)~~ on ~~November~~Form 8-K is 7,incorporated ~~2022~~herein by reference.

~~Forward-Looking~~At ~~Statements~~the special meeting of stockholders of Climate Real Impact Solutions II Acquisition Corporation (“CLIM”) held on December 8, 2022 (the “Special Meeting”) stockholders of CLIM approved (i) the amendment to the amended and restated certificate of incorporation (the “Amendment”) and (ii) an amendment to the Investment Management Trust Agreement, dated January 26, 2021, by and between CLIM and Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), to allow CLIM to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”) in advance of CLIM’s contractual expiration date of January 29, 2023 by changing the date by which CLIM must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from January 29, 2023 to the later of (x) December 8, 2022 or (y) the date of effectiveness of the Amendment (the “Amended Termination Date”).

~~This~~CLIM ~~Current~~filed ~~Report~~the ~~on Form 8-K includes certain forward-looking statements~~Amendment ~~within~~with the ~~meaning~~Secretary of ~~the~~State ~~Private Securities Litigation Reform Act~~ of ~~1995, including statements relating to~~ the ~~proposed~~State ~~early unwind~~ of ~~CLIM.~~Delaware ~~These~~on ~~forward-looking~~December ~~statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements~~8, ~~including, without limitation, the receipt of the requisite stockholder approval to effect this proposed transaction~~2022. ~~These~~The ~~forward-looking~~foregoing ~~statements~~descriptions ~~speak only as~~ of the ~~date~~Amendment ~~of Current Report on Form 8-K,~~ and ~~CLIM~~the ~~expressly~~amendment ~~disclaims any obligation or undertaking~~ to ~~disseminate~~the ~~any~~Trust ~~updates~~Agreement ordo ~~revisions~~not topurport ~~any forward-looking statement contained herein~~ to ~~reflect any~~be ~~change~~complete inand ~~its~~are ~~expectations~~qualified ~~with regard thereto or any change~~ in ~~events,~~their ~~conditions~~entirety orby ~~circumstances~~reference onto ~~which~~Exhibits ~~any such statement is based~~3.1 ~~Please refer to the publicly filed documents of CLIM, including its most recent Annual Report on Form 10-K~~ and ~~Quarterly Reports on Form~~ 10-Q.1, ~~for risks and uncertainties related to CLIM’s business~~ respectively, which ~~may~~are ~~affect~~incorporated ~~the~~herein ~~statements~~by ~~made in this Current Report on Form 8-K~~reference.

~~Additional~~Item ~~Information~~5.07. Submission of Matters to a Vote of Security Holders.

~~Nothing~~At in the ~~foregoing~~Special ~~communication~~Meeting, ~~shall constitute~~ a ~~solicitation~~total of to23,622,018 ~~buy~~(78.25%) orof anCLIM’s ~~offer~~issued toand ~~sell~~outstanding ~~any~~shares of ~~CLIM’s~~common ~~securities.~~stock ~~CLIM’s~~held ~~stockholders~~of ~~and~~record ~~other~~at ~~investors~~the close ~~are~~of ~~urged~~business toon ~~read~~November 7, 2022, the ~~proxy~~record ~~statement (a~~date ~~preliminary~~for ~~filing~~the ofSpecial Meeting, were present either in person or by proxy, which ~~has~~constituted a ~~been~~quorum. ~~made~~The ~~with~~Company’s ~~the~~stockholders ~~Securities~~voted ~~and~~on ~~Exchange~~the ~~Commission~~following proposals (collectively, the “~~SEC~~Proposals”)) ~~because~~at itthe ~~will contain~~Special ~~important~~Meeting, ~~information~~which ~~relating~~are todescribed ~~the~~in ~~foregoing.~~more ~~Copies~~detail ofin ~~CLIM’s~~the ~~SEC~~definitive ~~filings~~proxy ~~are~~statement ~~available~~of ~~free~~the ofCompany ~~charge~~filed atwith the ~~SEC’s~~Securities ~~website~~and Exchange Commission on November 14, 2022 (~~http://www.sec.gov~~as supplemented from time to time, the “Proxy Statement”).

~~Participants~~The inCharter aAmendment ~~Solicitation~~Proposal

The ~~directors~~Charter ~~and~~Amendment ~~executive officers of CLIM and other persons may~~Proposal be deemed to be participants in the solicitation of proxies in respect of any proposals to be vote on at the special meeting. Information regarding the directors and executive officers of CLIM is available in its definitive proxy statement, which was ~~filed with the SEC on November 14, 2022~~approved. ~~Other~~The ~~information~~voting ~~regarding~~results ~~the participants in the proxy solicitation and a description~~ of ~~their direct and indirect interests, by security holdings or otherwise, will be available in~~ the ~~proxy~~shares ~~materials regarding the proposed transaction (a preliminary filing~~ of ~~which has been made with~~ the ~~SEC).~~common ~~Free~~stock ~~copies~~were ~~of these documents may be obtained~~ as ~~described in the preceding paragraph.~~follows:

For		Against		Abstentions
23,357,225		264,533		260

~~SIGNATURE~~The Trust Amendment Proposal

~~Pursuant~~The toTrust ~~the~~Amendment ~~requirements~~Proposal ofwas approved. ~~the~~The ~~Securities Exchange~~voting ~~Act~~results of ~~1934,~~the asshares ~~amended,~~of the ~~registrant~~common ~~has~~stock ~~duly~~were ~~caused~~as ~~this report to be signed on its behalf by the undersigned hereunto duly authorized.~~follows:

Date: November 14, 2022

For		Against		Abstentions
23,357,225		264,533		260

~~Climate~~As there ~~Real~~were ~~Impact~~sufficient ~~Solutions~~votes IIto ~~Acquisition~~approve ~~Corporation~~the ~~By:~~Proposals, ~~/s/~~the ~~John~~“Adjournment A.Proposal” ~~Cavalier~~described ~~Name:~~in ~~John~~the A.Proxy ~~Cavalier~~Statement ~~Title:~~was ~~Chief~~not presented ~~Executive~~to ~~Officer and Chief Financial Officer~~stockholders.

2Item 8.01. Other Events

Since the Proposals were approved, and because CLIM will not be able to complete an initial Business Combination by the Amended Termination Date, CLIM will be obligated to redeem all Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Mandatory Redemption”) and the Company’s warrants will expire worthless. The Company expects to complete the Mandatory Redemption on or around December 9, 2022 at a per-share redemption price of approximately $10.04.

The Company expects to file a certificate of dissolution with the Secretary of State of the State of Delaware on December 9, 2022 following completion of the Mandatory Redemption.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits.
	3.1	Amendment to Amended and Restated Certificate of Incorporation
	10.1	Amendment to Trust Agreement
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed early wind up of CLIM. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt of the requisite stockholder approval to effect this proposed transaction. These forward-looking statements speak only as of the date of Current Report on Form 8-K, and CLIM expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of CLIM, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to CLIM’s business which may affect the statements made in this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 8, 2022

	Climate Real Impact Solutions II Acquisition Corporation

	By:	/s/ John A. Cavalier
		Name: John A. Cavalier
		Title: Chief Executive Officer and Chief Financial Officer

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