EVgo Inc-A美股招股说明书(2024-12-16版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities andExchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sellthese securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-266753Subject to Completion, dated December 16, 2024. PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated August 25, 2022) EVgo Inc.23,000,000 SharesClass A Common Stock The selling stockholder identified in this prospectus supplement (“Selling Stockholder”)is offering 23,000,000 shares of our Class A common stock, $0.0001 par value per share(“Class A Common Stock”), pursuant to this prospectus supplement and the accompanyingprospectus. We will not receive any of the proceeds from the sale of Class A Common Stockby the Selling Stockholder. Our Class A Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”)under the symbol “EVGO.” On December 13, 2024, the last reported sale price per share ofour Class A Common Stock on the Nasdaq was $6.09 per share. Prior to the completion of this offering, we or one of our subsidiaries will redeem fromthe Selling Stockholderunits (“EVgo OpCo Units”) of EVgo OpCo, LLC (“EVgo OpCo”)andshares of our Class B common stock, $0.0001 par value per share (“Class B CommonStock”), in exchange forshares of Class A Common Stock (“Redemption”). We have two classes of authorized common stock: Class A Common Stock and Class BCommon Stock. Each share of Class A Common Stock and Class B Common Stock entitles itsholder to one vote per share. Immediately following completion of this offering and theRedemption (and assuming no exercise of the underwriters’ option to purchase additionalshares), the Selling Stockholder and its affiliates will own% of our Class A Common Stockand% of our Class B Common Stock, representing approximately% of the voting powerof our outstanding common stock. As a result, we expect to remain a “controlled company”within the meaning of the corporate governance standards of Nasdaq. We are an “emerging growth company” and a “smaller reporting company” underapplicable federal securities laws and therefore subject to reduced public company reportingrequirements. Investing in our Class A common stock involves a high degree of risk. See “Risk Factors”beginning on page S-10 of this prospectus supplement and any other risk factor included in theaccompanying base prospectus and in the documents incorporated by reference in this prospectussupplement to read about factors you should consider before buying the Company’s securities. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of the securities to be issued under this prospectus supplement or Assumes no exercise of the underwriters’ option to purchase additional shares of Class ACommon Stock. See “Underwriting.” The underwriters have the option to purchase up to 3,450,000 additional shares ofClass A Common Stock on the same terms set forth above within 30 days from the date of thisprospectus supplement. See “Underwriting.” In the event of any exercise of such option, we orone of our subsidiaries will redeem from the Selling Stockholder a number of EVgo OpCoUnits and shares of Class B Common Stock in exchange for the number of additional shares ofClass A Common Stock purchased pursuant to such option. Delivery of the shares of Class A Common Stock is expected to be made on or about, 2024.J.P.Goldman Sachs & Co.Morgan Stanley , 2024. TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARY OF THE PROSPECTUS SUPPLEMENTS-1THE OFFERINGS-7RISK FACTORSS-10USE OF PROCEEDSS-18DIVIDEND POLICYS-19CAPITALIZATIONS-20CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERS OF OUR CLASS A COMMON STOCKS-21SELLING STOCKHOLDERS-26UNDERWRITINGS-27LEGAL MATTERSS-37EXPERTSS-37WHERE YOU CAN FIND MORE INFORMATIONS-37INCORPORATION BY REFERENCES-37 Base ProspectusABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2SUMMARY OF THE PROSPECTUS3THE OFFERING4RISK FACTORS6USE OF PROCEEDS6REDEMPTION OF OPCO UNITS AND CLASS B COMMON STOCK6SELLING SECURITYHOLDERS7RESTRICTIONS ON RESALE OF SECURITIES10PLAN OF DISTRIBUTION11DESCRIPTION OF SECURITIES15LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND MORE INFORMATION24INCORPORATION BY REFERENCE25 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated August 25,2022 are part of a registration statement that we filed with the Securities and ExchangeCommission (“SEC”) using a “shelf” registration process. We provide information