EVgo Inc-A美股招股说明书(2024-12-18版)

EVgo Inc.23,000,000 SharesClass A Common Stock The selling stockholder identified in this prospectus supplement (“Selling Stockholder”) is offering 23,000,000shares of our Class A common stock, $0.0001 par value per share (“Class A Common Stock”), pursuant to thisprospectus supplement and the accompanying prospectus. We will not receive any of the proceeds from the sale ofClass A Common Stock by 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 of our Class A Common Stock on the Nasdaqwas $6.09 per share. Prior to the completion of this offering, we or one of our subsidiaries will redeem from the Selling Stockholder23,000,000 units (“EVgo OpCo Units”) of EVgo OpCo, LLC (“EVgo OpCo”) and 23,000,000 shares of our Class Bcommon stock, $0.0001 par value per share (“Class B Common Stock”), in exchange for 23,000,000 shares of Class ACommon Stock (“Redemption”). We have two classes of authorized common stock: Class A Common Stock and Class B Common Stock. Eachshare of Class A Common Stock and Class B Common Stock entitles its holder to one vote per share. Immediatelyfollowing completion of this offering and the Redemption (and assuming no exercise of the underwriters’ option topurchase additional shares), the Selling Stockholder and its affiliates will own 4.5% of our Class A Common Stockand 100.0% of our Class B Common Stock, representing approximately 58.9% of the voting power of our outstandingcommon stock. As a result, we expect to remain a “controlled company” within the meaning of the corporategovernance standards of Nasdaq. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securitieslaws and therefore subject to reduced public company reporting requirements. Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page S-10 ofthis prospectus supplement and any other risk factor included in the accompanying base prospectus and in the documentsincorporated by reference in this prospectus supplement to read about factors you should consider before buying theCompany’s securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof the securities to be issued under this prospectus supplement or determined if this prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense.Per Share 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 of Class A Common Stock onthe same terms set forth above within 30 days from the date of this prospectus supplement. See “Underwriting.” In the event of any exercise of such option, we or one of our subsidiaries will redeem from the Selling Stockholder a numberof EVgo OpCo Units and shares of Class B Common Stock in exchange for the number of additional shares of Class ACommon Stock purchased pursuant to such option. Delivery of the shares of Class A Common Stock is expected to be made on or about December 18, 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 to youabout this offering of shares of our Class A Common Stock in two separate parts. Thefirst part is this prospectus supplement, which describes the specific terms of this Class ACommon Stock offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference herein. Thesecond part, the accompanying prospectus dated August 25, 2022, including thedocuments incorporated by reference therein, provides more general information.Generally, when we refer t