MENLO PARK, Calif. and
LOUISVILLE, Colo., Nov. 10, 2021 /PRNewswire/
-- Decarbonization Plus Acquisition Corporation III (NASDAQ:
DCRC) ("DCRC"), a publicly-traded special purpose acquisition
company, announced today that DCRC's registration statement on Form
S-4 (the "Registration Statement") relating to the previously
announced business combination with Solid Power, Inc., an
industry-leading developer of all-solid-state battery cells for
electric vehicles ("Solid Power"), has been declared effective by
the U.S. Securities and Exchange Commission ("SEC").
The Registration Statement includes a prospectus with respect to
the combined company's securities to be issued in connection with
the business combination and a definitive proxy statement (the
"Proxy Statement") with respect to the special meeting of DCRC's
stockholders to vote on the business combination (the "Special
Meeting"). DCRC is preparing to commence mailing of the Proxy
Statement and a notice and voting instruction form or a proxy card
relating to the Special Meeting to DCRC stockholders of record as
of the close of business on October 29, 2021, who will be
entitled to attend and participate in the Special Meeting.
The Special Meeting to approve the pending business combination
and related matters is scheduled to be held on December 7, 2021 at 10:00
a.m. Eastern Time. The Special Meeting will be conducted
completely virtually and can be accessed via live webcast at
https://www.cstproxy.com/decarbonizationplusacquisitioniii/2021. If
the proposals at the Special Meeting are approved, the parties
anticipate that the business combination will close and the trading
of the combined entity will commence on the Nasdaq Global Select
Market shortly thereafter, subject to the satisfaction or waiver,
as applicable, of all other closing conditions.
The DCRC Board of Directors believes the proposed business
combination is in the best interests of DCRC and its stockholders,
and recommends that DCRC stockholders vote "FOR" the adoption of
the Business Combination Agreement and Plan of Reorganization,
dated as of June 15, 2021 (as amended
by the First Amendment to the Business Combination Agreement dated
October 12, 2021), by and among DCRC,
DCRC Merger Sub Inc., a wholly owned subsidiary of DCRC, and Solid
Power, as well as all other proposals included in the Proxy
Statement.
Every stockholder's vote is important, regardless of the number
of shares held. Accordingly, DCRC requests that each stockholder as
of the record date complete, sign, date and return a proxy card
(online or by mail) as soon as possible and by no later than
11:59 p.m. Eastern Time on
December 6, 2021, to ensure that the stockholder's shares will
be represented at the Special Meeting. Stockholders that hold
shares in "street name" (i.e. those stockholders whose shares are
held of record by a broker, bank or other nominee) should contact
their broker, bank or nominee to provide instructions on how to
vote their shares and ensure that their shares are voted.
If any individual DCRC stockholder does not receive the Proxy
Statement, such stockholder should (i) confirm their Proxy
Statement's status with their broker, (ii) contact Morrow
Sodali LLC, DCRC's proxy solicitor, for assistance
via e-mail at DCRC.info@investor.morrowsodali.com or
toll-free call at (800) 662-5200 (banks and brokers can place
a collect call to Morrow Sodali at (203) 658-9400), or
(iii) contact DCRC at 2744 Sand Hill Road, Suite 100,
Menlo Park, California 94025.
Important Information for Investors and Stockholders
This communication is being made in respect of the proposed
transaction involving DCRC and Solid Power. A full description of
the terms of the transaction is provided in the Registration
Statement. The Registration Statement includes a prospectus with
respect to the combined company's securities to be issued in
connection with the business combination and the Proxy Statement.
Additionally, DCRC will file other relevant materials with the SEC
in connection with the business combination. Copies may be obtained
free of charge at the SEC's web site at www.sec.gov. Security
holders of DCRC are urged to read the proxy statement/prospectus,
including all amendments and supplements thereto, and the other
relevant materials 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
definitive proxy statement/prospectus included in the Registration
Statement is being mailed to stockholders of DCRC as of the record
date established for voting on the proposed business combination.
Stockholders may also obtain a copy of the Registration Statement,
including the proxy statement/prospectus, and other documents filed
with the SEC without charge, by directing a request to:
Decarbonization Plus Acquisition Corporation III, 2744 Sand Hill
Road, Suite 100, Menlo Park,
California 94025.
Participants in the Solicitation
DCRC and Solid Power and their respective directors and officers
may be deemed participants in the solicitation of proxies of DCRC'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 DCRC's executive
officers and directors in the solicitation by reading DCRC's
definitive proxy statement/prospectus, which is included in the
Registration Statement, DCRC's final prospectus for its initial
public offering filed with the SEC on March
25, 2021, and other relevant materials filed with the SEC in
connection with the business combination when they become
available. Information concerning the interests of DCRC's
participants in the solicitation, which may, in some cases, be
different than those of DCRC's stockholders generally, is set forth
in the proxy statement/prospectus relating to the proposed business
combination.
Forward Looking Statements
This press release includes "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, including DCRC's or Solid Power's or their management
teams' expectations, hopes, beliefs, intentions or strategies
regarding the future. All statements, other than statements of
present or historical fact included herein, regarding DCRC's
proposed acquisition of Solid Power, DCRC's ability to consummate
the transaction, the benefits of the transaction and the combined
company's future financial performance, as well as the combined
company's strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. When used herein, 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, DCRC
and Solid Power 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
hereof. DCRC and Solid Power 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 either DCRC or Solid Power. In addition, DCRC cautions
you that the forward-looking statements contained herein 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 agreements
related thereto; (ii) the outcome of any legal proceedings that may
be instituted against DCRC or Solid Power following announcement of
the transactions; (iii) the inability to complete the business
combination due to the failure to obtain approval of the
stockholders of DCRC, or other conditions to closing in the
transaction agreement; (iv) the risk that the proposed business
combination disrupts DCRC's or Solid Power's current plans and
operations as a result of the announcement of the transactions; (v)
Solid Power's ability to realize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition and the ability of Solid Power to grow and manage
growth profitably following the business combination; (vi) costs
related to the business combination; (vii) changes in applicable
laws or regulations; (viii) rollout of Solid Power's business plan
and the timing of expected business milestones, (ix) the effects of
competition on Solid Power's business, (x) supply shortages in the
materials necessary for the production of Solid Power's products,
(xi) risks related to original equipment manufacturers and other
partners being unable or unwilling to initiate or continue business
partnerships on favorable terms, (xii) the termination or reduction
of government clean energy and electric vehicle incentives, (xiii)
delays in the construction and operation of production facilities,
(xiv) the amount of redemption requests made by DCRC's public
stockholders, (xv) changes in domestic and foreign business,
market, financial, political and legal conditions, and (xvi) the
possibility that Solid Power may be adversely affected by other
economic, business, and/or competitive factors. Should one or more
of the risks or uncertainties described herein, 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 DCRC's filings with the SEC, including
DCRC's final prospectus for its initial public offering filed with
the SEC on March 25, 2021, and the
Registration Statement filed in connection with the business
combination. DCRC's SEC filings are available publicly on the SEC's
website at www.sec.gov.
About Solid Power
Solid Power is an industry-leading developer of all-solid-state
rechargeable battery cells for electric vehicles and mobile power
markets. Solid Power replaces the flammable liquid electrolyte in a
conventional lithium-ion battery with a proprietary sulfide-based
solid electrolyte. As a result, Solid Power's all-solid-state
battery cells are expected to be safer and more stable across a
broad temperature range, provide an increase in energy density
compared to the best available rechargeable battery cells, enable
less expensive, more energy-dense battery pack designs and be
compatible with traditional lithium-ion manufacturing processes.
For more information, visit http://www.solidpowerbattery.com/.
About Decarbonization Plus Acquisition Corporation
III
Decarbonization Plus Acquisition Corporation III 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. DCRC 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
$5 billion of equity invested in
renewables.
Contacts:
Solid Power, Inc.
For Media:
Will McKenna
Marketing Communications Director
(720) 598-2877
press@solidpowerbattery.com
For Investors:
investors@solidpowerbattery.com
Website: www.solidpowerbattery.com
Twitter: https://twitter.com/SolidPowerInc
LinkedIn: https://www.linkedin.com/company/solid-power
Decarbonization Plus Acquisition Corporation III
For Media:
Daniel Yunger / Jonathan Morgan
Kekst CNC
212.521.4800
daniel.yunger@kekstcnc.com / jonathan.morgan@kekstcnc.com
For Investors:
Peter Haskopoulos, Chief Financial
Officer
212.271.6247
phaskopoulos@riverstonellc.com
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SOURCE Decarbonization Plus Acquisition Corporation III