Item 8.01 Other Events.

205 Petition – Notice of Hearing and Relief Sought

As EVgo Inc. (the “Company”) previously announced on its Form 8-K dated February 6, 2023, the Company filed a petition on February 3, 2023 in the Court of Chancery of the State of Delaware (the “Court of Chancery”) under Section 205 of the Delaware General Corporation Law (the “Petition”) seeking (i) the validation of the stockholder vote approving the Charter Amendment Proposal (as defined below) and (ii) the validation and declaration of effectiveness of (a) the New Charter (as defined below) (including its filing and effectiveness, in each case as of July 1, 2021) and (b) the securities issued or to be issued in reliance on the approval of the Charter Amendment Proposal and/or the validity of the New Charter, as of the respective dates of their issuance (including the 5,750,000 shares of Class A common stock into which the shares of Class B common stock converted upon the consummation of the Business Combination (as defined below)). A copy of the petition in the form filed with the Court of Chancery is available at investors.evgo.com. Concurrently with the Petition, the Company filed a motion to expedite the hearing on the Petition.

On February 6, 2023, the Court of Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. The hearing has been set for February 20, 2023 at 3:15 p.m. Eastern Time at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801.

This Form 8-K constitutes notice of the hearing. If any stockholder of the Company wishes to express a position on the Petition, such stockholders of the Company may (i) appear at the hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re EVgo Inc., C.A. No. 2023-0132-LWW (Del. Ch.), in advance of the hearing, and any such written submission should be emailed to the Company’s counsel, Young Conaway Stargatt & Taylor LLP at enorman@ycst.com.

The information that may be obtained solely through the websites referenced in this report is not incorporated by reference herein.

Background

On June 29, 2021, the Company, then operating under the name Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”), held a virtual special meeting (the “Special Meeting”) to approve certain matters relating to its proposed business combination transaction (the “Business Combination”) with EVgo Holdings, LLC, EVgo Holdco, LLC and EVgo OpCo, LLC (collectively, the “EVgo Parties”) pursuant to which CRIS and the EVgo Parties would combine to organize in a customary “Up-C” structure. One of these matters was a proposal to amend CRIS’s certificate of incorporation (the “Charter Amendment Proposal”) in order to, among other things, increase authorized shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), from 100,000,000 shares to 1,200,000,000 shares and Class B common stock, par value $0.0001 per share (the “Class B common stock”), from 10,000,000 shares to 400,000,000 shares and amend the terms of the Class B common stock. At the Special Meeting, CRIS’s stockholders approved all proposals relating to the Business Combination, including the Charter Amendment Proposal, which was approved by a majority of the outstanding shares of Class A common stock and Class B common stock, voting as a single class. On July 1, 2021, the parties closed the Business Combination and the Company’s certificate of incorporation, as amended to give effect to the Charter Amendment Proposal (the “New Charter”), became effective.

Due in part to a recent ruling by the Court of Chancery, there is uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law would have required the Charter Amendment Proposal to obtain separate votes of the Class A common stock and Class B common stock. In particular, the Company has identified uncertainty with respect to whether (i) the increase in the number of authorized shares should have been approved by separate votes of each of the majority of CRIS's then-outstanding shares of Class A common stock and Class B common stock and (ii) the terms of the Class B common stock should have been approved by a majority of CRIS's then-outstanding shares of Class B common stock.