UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~February~~ March 16, 2022

First Reserve Sustainable Growth Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40169	86-1662498
(State or incorporationor organization	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
262 Harbor Drive, Third Floor Stamford, CT		06902
(address of principal executive offices)		(zip code)

~~262~~(203) ~~Harbor Drive, Third Floor~~661-6601

~~Stamford~~(Registrant’s telephone number, CTincluding ~~06902~~area code)

(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	TradingSymbol(s)	Name of each exchangeon which registered
Title of each class	TradingSymbol(s)	Name of each exchangeon 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~~Introductory ~~1.01~~Note ~~Entry into 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.

OnItem ~~February 16,~~1.02 ~~2022,~~Termination ~~the Company, Juuce, EO and Merger Sub entered into the First Amendment to Business Combination Agreement and Plan~~ of ~~Reorganization~~a ~~(the~~Material ~~“First~~Definitive ~~Amendment”), pursuant to which, subject to the terms 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.~~

InOn ~~connection~~March 16, ~~with~~2022, the ~~entry~~Company ~~into~~and ~~the~~Juuce ~~First~~entered ~~Amendment,~~into ~~the~~a ~~Company~~Mutual ~~consented~~Termination toAgreement ~~Juuce,~~(the EO“Termination ~~and~~Agreement”) ~~Merger~~pursuant ~~Sub~~to ~~seeking~~which ~~additional~~the ~~financing~~parties ~~opportunities~~mutually ~~for~~agreed to terminate the ~~business~~Business ~~during~~Combination ~~the~~Agreement ~~pendency~~effective as of ~~the~~such ~~Business Combination~~date.

~~The~~As ~~foregoing~~a ~~description~~result of the ~~First~~termination ~~Amendment~~of ~~does~~the ~~not~~Business ~~purport~~Combination toAgreement, bethe ~~complete~~Business ~~and~~Combination Agreement is ~~qualified~~of inno ~~its~~further ~~entirety~~force byand effect, and certain transaction agreements entered into in connection with the ~~terms~~Business ~~and~~Combination ~~conditions~~Agreement, ofincluding, but not limited to, the ~~First~~Sponsor ~~Amendment~~Support Agreement, adated ~~copy~~as of ~~which~~August 12, is2021, ~~filed~~by asand ~~Exhibit~~among ~~2.2~~FRSG, toFirst ~~this~~Sustainable ~~Current~~Growth ~~Report~~Sponsor ~~on Form 8-K~~ LLC, and is ~~incorporated~~each ~~herein~~other byperson ~~reference~~undersigned thereto, will either be terminated or no longer be effective, as applicable, in accordance with their respective terms.

FRSG intends to continue to pursue the consummation of a business combination with an appropriate target.

The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by FRSG on August 12, 2021, and the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto, each of which is incorporated by reference herein.

Item 8.01

Other Events

On March 17, 2022, a press release announcing the termination of the Business Combination Agreement was issued, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

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

ExhibitNumber		Description
Exhibit No.		Description of Exhibits
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)).
10.1		Mutual Termination Agreement, dated as of March 16, 2022, by and between First Reserve Sustainable Growth Corp. and Juuce Limited.
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.
99.1		Press Release, dated March 17, 2022.
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

The information included herein and in ~~this~~any ~~Current~~oral ~~Report~~statements ~~includes~~made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included inherein, ~~this~~are ~~Current~~forward ~~Report~~looking statements. When used herein, ~~regarding~~including ~~the~~any ~~proposed~~oral ~~business~~statements ~~combination~~made ~~between~~in ~~First~~connection ~~Reserve~~herewith, ~~Sustainable~~the ~~Growth~~words ~~Corp.~~“outlook,” (“~~FRSG~~believes,”) “expects,” ~~Juuce~~“potential,” ~~Limited~~“continues,” (“may,” “~~Juuce~~will,”) ~~and~~“should,” EO“could,” ~~Charging~~“seeks,” (“EOapproximately,”) “predicts,” ~~each~~“intends,” “plans,” “estimates,” “anticipates,” the negative of such ~~parties’~~terms ~~ability~~and other similar expressions are intended to ~~consummate~~identify ~~the~~forward-looking ~~transaction~~statements, ~~the~~although ~~benefits~~not ofall ~~the~~forward-looking ~~transaction~~statements ~~and~~contain ~~the~~such ~~combined~~identifying ~~company~~words. These forward-looking statements are based on management’s current expectations and assumptions about future ~~financial~~events ~~performance,~~and asare ~~well~~based on currently available information as to the ~~combined~~outcome ~~company’s~~and ~~strategy,~~timing of future ~~operations~~events. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, ~~estimated~~or ~~financial~~should ~~position~~underlying assumptions prove incorrect, actual results and plans could

differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in FRSG’s final prospectus for its initial public offering, which was filed with the SEC on March 5, 2021, and its periodic filings with the SEC, including its Quarterly Report on Form 10-Q for quarterly period ended September 30, 2021. FRSG’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

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,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such 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 current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, FRSG, Juuce and EO disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report. FRSG, Juuce and EO caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of any of FRSG, Juuce or EO. In addition, FRSG, Juuce and EO caution you that the forward-looking statements contained in this Current Report are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Business Combination Agreement and Plan of Reorganization, dated as of August 12, 2021, by and among FRSG, FRSG Merger Sub Inc., EO and Juuce, and the other agreements related to the business combination (including catastrophic events, acts of terrorism, the outbreak of war, COVID-19 and other public health events), as well as management’s response to any of the foregoing; (ii) the outcome of any legal proceedings that may be instituted against FRSG, Juuce, EO, their affiliates or their respective directors and officers following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the stockholders of 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 as a result of the announcement of the transactions; (v) Juuce’s and EO’s ability to realize the 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 of Juuce to accurately estimate supply and demand for its EV charging products and services, and to grow and manage growth profitably following the business combination; (vi) risks relating to the uncertainty of the projected financial information with respect to Juuce, including the conversion of pre-orders into binding orders; (vii) costs related to the business combination; (viii) changes in applicable laws or regulations, governmental incentives and fuel and energy prices; (ix) the possibility that Juuce may be adversely affected by other economic, business, and/or competitive factors; (x) the amount of redemption requests by FRSG’s public stockholders; and (xi) such other factors affecting FRSG that are detailed from time to time in FRSG’s filings with the Securities and Exchange Commission (the “SEC”). Should one or more of the risks or uncertainties described in this Current Report, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in FRSG’s final prospectus for its initial public offering, which was filed with the SEC on March 5, 2021, and its periodic filings with the SEC, including its Quarterly Report on Form 10-Q for quarterly period ended September 30, 2021. FRSG’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Important Information for Investors and Stockholders

In connection with the proposed business combination, a registration statement on Form F-4 (File No. 333-259901) that includes a preliminary proxy statement/prospectus has been filed by EO with the SEC. After the registration statement is declared effective, the definitive proxy statement will be distributed to FRSG’s stockholders in connection with FRSG’s solicitation for proxies for the vote by FRSG’s stockholders in connection with the proposed business combination and other matters as described in the Form F-4, as well as a definitive prospectus of EO relating to the offer of the securities to be issued in connection with the completion of the business combination. Copies of the Form F-4 may be obtained free of charge at the SEC’s website at www.sec.gov. FRSG’s stockholders are urged to read the preliminary proxy statement/prospectus and the other relevant materials (including, when available, the definitive proxy statement/prospectus) when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this Current Report is not incorporated by reference into, and is not a part of, this Current Report.

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: February 17, 2022	By:	/s/ Thomas S. Amburgey
Date: March 17, 2022
	Name:	Thomas S. Amburgey
	By:	/s/ Thomas S. Amburgey
	Title:	Chief Financial Officer
	Name:	Thomas S. Amburgey
	Title:	Chief Financial Officer

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