Filed by Decarbonization Plus Acquisition Corporation III
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Decarbonization Plus Acquisition Corporation III
Commission File No.: 001-40284
Date: November 10, 2021
The following press
release was issued by Decarbonization Plus Acquisition Corporation III and posted to the website of Solid Power, Inc. on November 10, 2021.
Decarbonization Plus Acquisition Corporation III and Solid Power, Inc. Announce Effectiveness of Registration Statement and Special Meeting
Date of December 7, 2021 in Connection with Proposed Business Combination
Menlo Park, CA and Louisville, CO (November 10, 2021)
Decarbonization Plus Acquisition Corporation III (NASDAQ: DCRC) (DCRC), a publicly-traded special purpose acquisition company, announced today that DCRCs 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 companys 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 DCRCs 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 stockholders 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 stockholders 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 Statements status with their broker, (ii) contact Morrow Sodali LLC, DCRCs 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.