Item 3.02.
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Unregistered Sale of Equity Securities.
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As previously announced, on June 15, 2021, Decarbonization Plus Acquisition Corporation III, a Delaware corporation
(DCRC), DCRC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of DCRC (Merger Sub), and Solid Power, Inc., a Colorado corporation (the Company), entered into a business
combination agreement and plan of reorganization (the Business Combination Agreement), pursuant to which Merger Sub will be merged with and into the Company (the Merger, and, together with the other transactions
related thereto, the Proposed Transactions), with the Company surviving the Merger as a wholly owned subsidiary of DCRC (the Surviving Corporation).
As previously announced 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 Signing Subscription Agreements) with a number of investors (collectively, the Signing Subscribers), pursuant to which the Signing Subscribers
agreed to purchase, and DCRC agreed to sell to the Signing Subscribers, an aggregate of 16,500,000 shares of DCRC Class A Common Stock (the Signing 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 Signing PIPE).
On October 27, 2021, DCRC and the
Company entered into a subscription agreement (the Additional Subscription Agreement and, together with the Signing Subscription Agreements, the Subscription Agreements) with SK Innovation Co., Ltd. (the
Additional Subscriber and, together with the Signing Subscribers, the Subscribers), pursuant to which the Additional Subscriber agreed to purchase, and DCRC agreed to sell to the Additional Subscriber, 3,000,000
shares of DCRC Class A Common Stock (the Additional PIPE Shares and, together with the Signing PIPE Shares, the PIPE Shares), for a purchase price of $10.00 per share and an aggregate purchase price of
$30,000,000, in a private placement (the Additional PIPE and, together with the Signing PIPE, the PIPE), which resulted in aggregate PIPE subscriptions of $195,000,000.
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 of the Merger (the Closing and the date of the
Closing, the Closing Date).
Pursuant to the Subscription Agreements, DCRC agreed that, within 30 calendar days after
the Closing Date, DCRC will file with the Securities and Exchange Commission (the SEC) (at DCRCs 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 of 1933, as amended (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 is incorporated herein by reference.
Item 7.01.
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Regulation FD Disclosure.
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On October 27, 2021, the Company issued a press release announcing, among other things, the Additional PIPE and execution of the
Additional Subscription Agreement. A copy of the press release 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 Securities Exchange Act of 1934, as amended (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.
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