BRISBANE, Australia and
NEW YORK, July 27, 2021 /PRNewswire/ -- Tritium, a global
leader in direct current ("DC") fast chargers for electric vehicles
("EVs"), and Decarbonization Plus Acquisition Corporation II
("DCRN") (NASDAQ: DCRN, DCRNW, DCRNU), a special purpose
acquisition company, today announced an agreement for a private
investment in public equity ("PIPE") by Palantir Technologies Inc.
("Palantir") (NYSE: PLTR), a Denver-based software and data analytics
company.
In connection with the PIPE financing announced today, Tritium
DCFC Limited ("NewCo"), DCRN and Palantir entered into a
subscription agreement, which provides for, among other things, the
subscription and purchase of ordinary shares of NewCo by Palantir
immediately prior to or substantially concurrently with the closing
of the Business Combination (as defined below). The PIPE financing
is contingent upon, among other things, the consummation of the
previously announced business combination among Tritium, NewCo,
DCRN and Hulk Merger Sub, Inc., a wholly owned subsidiary of NewCo
(the "Business Combination").
Palantir and Tritium also signed a contract that will provide
Tritium with access to the Palantir Foundry platform, the company's
award-winning platform that helps businesses accelerate their
end-to-end data transformation and redefine their industries.
"Palantir's investment in Tritium is another validation of
Tritium's technology and business strategy given Palantir's own
record of identifying and preparing for transformative change,"
said Robert Tichio, Partner and
Managing Director at Riverstone Holdings LLC and Chairman of the
board of directors of DCRN. "Their investment of capital and
resources will provide Tritium with support to both continue
developing the innovative technologies for which Tritium is known
and advance the EV charging hardware and software needed to
transition the world to electric transportation."
"A cutting-edge technology requires a cutting-edge partner, and
we feel that we've found that in Palantir," said Tritium CEO
Jane Hunter. "As Tritium enters a
phase of rapid growth and expansion, we look forward to leveraging
Palantir's investment and insights to expand Tritium's global
e-mobility market share and set the company up for sustained growth
and success."
"Palantir is rooted in harnessing the power of data to help
businesses scale, grow, disrupt and win," said Kevin Kawasaki, Palantir's Head of Business
Development. "The end markets served and targeted by Tritium are
experiencing incredible growth, which is expected to continue for
years to come as the global race to electrify mobility and
decarbonize transportation accelerates. We are eager to partner
with Tritium to optimize the incredible wealth of data that comes
via the rollout of fast charging infrastructure and to answer
complex questions using data science to enable Tritium to further
excel in offering solutions to its customers around the globe."
Placement Agents
Credit Suisse Securities (USA)
LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
acted as PIPE placement agents to DCRN.
About Tritium
Founded in 2001, Tritium designs and manufactures proprietary
hardware and software to create advanced and reliable DC fast
chargers for electric vehicles. Tritium's compact and robust
chargers are designed to look great on Main Street and thrive in
harsh conditions, through technology engineered to be easy to
install, own, and use. Tritium is focused on continuous innovation
in support of our customers around the world.
For more information, visit tritiumcharging.com.
As announced on May 26, 2021,
Tritium has entered into a definitive agreement with DCRN for the
Business Combination, that would result in Tritium becoming a
publicly listed company. Completion of the Business Combination is
subject to customary closing conditions.
About Decarbonization Plus Acquisition Corporation II
Decarbonization Plus Acquisition Corporation II is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with a target whose principal effort
is developing and advancing a platform that decarbonizes the most
carbon-intensive sectors. These include the energy and agriculture,
industrials, transportation and commercial and residential sectors.
DCRN is sponsored by an affiliate of Riverstone Holdings LLC and
represents a further expansion of Riverstone's 15-year franchise in
low-carbon investments, having established industry leading, scaled
companies with more than US$5 billion
of equity invested in renewables.
About Palantir Technologies
Palantir Technologies is a software company that builds enterprise
data platforms for use by organizations with complex and sensitive
data environments. From building safer cars and planes, to
discovering new drugs and combating terrorism, Palantir helps
customers across the public, private, and nonprofit sectors
transform the way they use their data. Additional information is
available at https://www.palantir.com.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed Business Combination or the PIPE financing.
This document also does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor will there be any sale of securities in any states
or jurisdictions in which such offer, solicitation, or sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of
securities will be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward Looking Statements
Certain statements made in this document are "forward-looking
statements" with respect to the proposed Business Combination, and
including statements regarding the benefits of the Business
Combination, the anticipated timing of the Business Combination,
the anticipated consummation and timing of the PIPE financing, the
services offered by Tritium and the markets in which it operates,
and NewCo's projected future results. These forward-looking
statements generally are identified by the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "targets", "may," "will," "should,"
"would," "will be," "will continue," "will likely result,"
"future," "propose," "strategy," "opportunity" and variations of
these words or similar expressions (or the negative versions of
such words or expressions) that predict or indicate future events
or trends or are not statements of historical matters are intended
to identify forward-looking statements. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
guarantees, assurances, predictions or definitive statements of
fact or probability regarding future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside NewCo's, Tritium's or DCRN's control, that could
cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include
the inability to complete the Business Combination or the PIPE
financing in a timely manner or at all (including due to the
failure to receive required stockholder or shareholder, as
applicable, approvals, or the failure of other closing conditions
such as the satisfaction of the minimum trust account amount
following redemptions by DCRN's public stockholders, the waiver or
expiration of a Tritium shareholder's right to acquire Tritium
under the shareholder's deed in relation to Tritium and the receipt
of certain governmental and regulatory approvals), which may
adversely affect the price of DCRN's securities; the inability of
the Business Combination to be completed by DCRN's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by DCRN;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination of
the PIPE financing; the inability to recognize the anticipated
benefits of the proposed Business Combination; the inability to
obtain or maintain the listing of NewCo's shares on a national
exchange following the proposed Business Combination; costs related
to the proposed Business Combination; the risk that the proposed
Business Combination disrupts current plans and operations,
business relationships or business generally as a result of the
announcement and consummation of the proposed Business Combination;
NewCo's ability to manage growth; NewCo's ability to execute its
business plan and meet its projections; potential disruption in
NewCo's employee retention as a result of the Business Combination;
potential litigation, governmental or regulatory proceedings,
investigations or inquiries involving NewCo, Tritium or DCRN,
including in relation to the Business Combination; changes in
applicable laws or regulations and general economic and market
conditions impacting demand for Tritium's or NewCo's products and
services; and other risks and uncertainties indicated from time to
time in the proxy statement/prospectus relating to the proposed
Business Combination, including those under "Risk Factors" therein,
and in DCRN's other filings with the Securities and Exchange
Commission (the "SEC"). Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statement, and NewCo and DCRN assume no
obligation and do not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Neither NewCo nor DCRN gives any assurance that either NewCo or
DCRN will achieve its expectations.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed Business Combination, DCRN and
NewCo, which will be the going-forward public company, intend to
file a registration statement on Form F-4 (the "Registration
Statement") with the SEC, which will include a proxy
statement/prospectus, and certain other related documents, to be
used at the meeting of stockholders to approve the proposed
Business Combination. INVESTORS AND SECURITY HOLDERS OF DCRN ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS
THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRITIUM,
DCRN, NEWCO AND THE BUSINESS COMBINATION. The proxy
statement/prospectus will be mailed to stockholders of DCRN as of a
record date to be established for voting on the proposed Business
Combination. Investors and security holders will also be able to
obtain copies of the Registration Statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC's
web site at www.sec.gov.
Participants in Solicitation
DCRN and its directors and executive officers may be deemed
participants in the solicitation of proxies from DCRN's
stockholders with respect to the proposed Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in DCRN is contained in DCRN's
filings with the SEC, including DCRN's Annual Report on Form 10-K
for the fiscal year ended December 31,
2020, which was filed with the SEC on March 31, 2021, and is available free of charge
at the SEC's web site at www.sec.gov. Additional information
regarding the interests of such participants will be set forth in
the Registration Statement for the proposed Business Combination
when available. NewCo and Tritium and their respective directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of DCRN in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the Business Combination will be contained in the
Registration Statement for the proposed Business Combination when
available.
Contacts:
For Investors
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com
For Tritium Media
Dan McDermott
ICR, Inc.
TritiumPR@icrinc.com
For DCRN Media
Daniel Yunger
Kekst CNC
daniel.yunger@kekstcnc.com
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SOURCE Decarbonization Plus Acquisition Corporation II