Item 1.01
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Entry into a Material Definitive Agreement.
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As previously announced by Decarbonization Plus Acquisition Corporation II (the Company), on May 25, 2021, the Company,
Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (Tritium), Tritium DCFC Limited, an Australian public company limited by shares (NewCo) and Hulk Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of NewCo (Merger Sub), entered into a Business Combination Agreement (the Business Combination Agreement, and the transactions contemplated thereby, the Business Combination), pursuant to
which, among other things and subject to the terms and conditions contained therein, (i) the Company, Newco, Tritium and all existing shareholders of Tritium will enter into a share transfer agreement pursuant to which the holders of all of the
shares in the capital of Tritium (Tritium Shares) will transfer their Tritium Shares to NewCo in exchange for an aggregate of 120,000,000 fully paid ordinary shares in the capital of NewCo valued at $10.00 per share (NewCo Ordinary
Shares) to be issued simultaneously with the issuance of NewCo Ordinary Shares in connection with the Merger (as defined below) and (ii) Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned
subsidiary of NewCo (the Merger). In connection with the Merger, (i) each warrant to purchase shares of the Companys Class A common stock, par value $0.0001 per share (Class A Common Stock), will
automatically convert into a warrant to purchase an equal number of NewCo Ordinary Shares and (ii) each holder of Class A Common Stock will receive in exchange an equal number of NewCo Ordinary Shares.
On July 27, 2021, the Company, Tritium, NewCo and Merger Sub entered into the First Amendment to the Business Combination Agreement (the
Amendment). The Amendment provides that (i) the obligations of Tritium, NewCo and Merger Sub to consummate the Business Combination are subject to the condition that the sum of (A) the amount of cash in the Companys trust
account and (B) the amount of cash proceeds to NewCo resulting from any private placements of New Ordinary Shares be not less than $200,000,000 and (ii) the parties will use reasonable best efforts to consummate any private placements of
NewCo Ordinary Shares.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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On July 27, 2021, the Company and Tritium issued a joint press release announcing the PIPE Financing (as defined below). A copy of the
press release is attached hereto as Exhibit 99.1 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 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 of 1933, as amended (the Securities Act) or the
Exchange Act.
On July 27, 2021, the Company, NewCo and Palantir Technologies Inc. (the Investor) entered into a subscription
agreement (the Subscription Agreement), pursuant to which, among other things, the Investor agreed to subscribe for and purchase, and NewCo agreed to issue and sell to the Investor, immediately prior to or substantially concurrently
with the closing of the Business Combination, 1,500,000 NewCo Ordinary Shares (the PIPE Shares) at a purchase price of $10.00 per share, for gross proceeds of $15,000,000 (the PIPE Financing). The PIPE Financing is
contingent upon, among other things, the consummation of the Business Combination.
The PIPE Shares to be issued pursuant to the
Subscription Agreement will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreement, NewCo agreed that, within 30 calendar days after
the closing of the PIPE Financing, NewCo will file with the Securities and Exchange Commission (the SEC) (at NewCos sole cost and expense) a registration