Shares”), held by them, (ii) comply with the
lock-up provisions in the
Letter Agreement, dated March 23, 2021, by and among DCRC, the
Sponsor and DCRC’s directors and officers and (iii) vote all
the shares of DCRC Class A Common Stock and Founder Shares
held by them in favor of the adoption and approval of the Business
Combination Agreement and the Business Combination.
The foregoing description of the Sponsor Letter is qualified in its
entirety by reference to the full text of the form of Sponsor
Letter, which is included as Exhibit 10.2 to this Current Report on
Form 8-K and is
incorporated herein by reference.
Unregistered Sales of Equity Securities.
In connection with the execution of the Business Combination
Agreement, on June 15, 2021, DCRC and the Company entered into
separate subscription agreements (collectively, the “Subscription Agreements”) with a
number of investors (collectively, the “Subscribers”), pursuant to which
the Subscribers agreed to purchase, and DCRC agreed to sell to the
Subscribers, an aggregate of 16,500,000 shares of DCRC Class A
Common Stock (the “PIPE
Shares”), for a purchase price of $10.00 per share and an
aggregate purchase price of $165,000,000, in a private placement
The closing of the sale of the PIPE Shares pursuant to the
Subscription Agreements is contingent upon, among other customary
closing conditions, the concurrent consummation of the Proposed
Transactions. The purpose of the PIPE is to raise additional
capital for use by the combined company following the Closing.
Pursuant to the Subscription Agreements, DCRC agreed that, within
30 calendar days after the Closing Date, DCRC will file with the
SEC (at DCRC’s sole cost and expense) a registration statement
registering the resale of the PIPE Shares (the “PIPE Resale Registration
Statement”), and DCRC will use its commercially reasonable
efforts to have the PIPE Resale Registration Statement declared
effective as soon as practicable after the filing thereof.
The offering of the securities of DCRC that may be issued in
connection with the Subscription Agreements has not been registered
under the Securities Act in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act.
The foregoing description of the Subscription Agreements is
qualified in its entirety by reference to the full text of the form
of the Subscription Agreement, a copy of which is included as
Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by
Regulation FD Disclosure.
On June 15, 2021, DCRC and the Company issued a joint press release
announcing the execution of the Business Combination Agreement and
announcing that DCRC and the Company will hold a conference call on
June 15, 2021 at 8:00 am Eastern Time (the “Conference Call”). A copy of the
press release, which includes information regarding participation
in the Conference Call, is attached hereto as Exhibit 99.2 and
incorporated herein by reference. Such exhibit and the information
set forth therein will not be deemed to be filed for purposes of
Section 18 of the Exchange Act, or otherwise be subject to the
liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act or
the Exchange Act.
Attached as Exhibit 99.3 to this Current Report on Form
8-K and incorporated herein
by reference is an investor presentation relating to the Proposed
Transactions. Such exhibit and the information set forth therein
will not be deemed to be filed for purposes of Section 18 of
the Exchange Act, or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference
in any filing under the Securities Act or the Exchange Act.
Important Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.