NEW YORK, Nov. 1, 2021 /PRNewswire/ -- Decarbonization
Plus Acquisition Corporation II ("DCRN") announced that Tritium
DCFC Limited ("NewCo") has filed with the U.S. Securities and
Exchange Commission (the "SEC") a first amendment to the
registration statement on Form F-4 (the "Registration Statement")
in connection with DCRN's previously announced business combination
with Tritium Holdings Pty Ltd, a Brisbane-based developer and manufacturer of
direct current ("DC") fast chargers for electric vehicles
("Tritium"). The Registration Statement was initially filed on
September 24, 2021 and contains a
preliminary proxy statement of DCRN.
The amendment to the Registration Statement reflects, among
other matters, revisions made to the Registration Statement in
response to comments received from the SEC.
About Tritium
Founded in 2001, Tritium designs and manufactures proprietary
hardware and software to create advanced and reliable DC fast
chargers for electric vehicles. Tritium's compact and robust
chargers are designed to look great on Main Street and thrive in
harsh conditions, through technology engineered to be easy to
install, own, and use. Tritium is focused on continuous innovation
in support of our customers around the world.
For more information, visit tritiumcharging.com
About Decarbonization Plus Acquisition Corporation II
Decarbonization Plus Acquisition Corporation II 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.
DCRN 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.
Important Information and Where to Find It
In connection with the proposed business combination, NewCo,
which will be the going-forward public company, filed the
Registration Statement with the SEC, which includes a preliminary
proxy statement of DCRN. After the Registration Statement has been
cleared by the SEC, a definitive proxy statement/prospectus will be
mailed to the stockholders of DCRN as of a record date to be
established for voting on the proposed business combination.
INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND THE EFFECTIVE
REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
TRITIUM, DCRN, NEWCO AND THE BUSINESS COMBINATION. Investors and
security holders will also be able to obtain copies of the
Registration Statement and other documents containing important
information about each of the companies once such documents are
filed with the SEC, without charge, at the SEC's web site at
www.sec.gov.
Participants in the Solicitation
DCRN and its directors and executive officers may be deemed
participants in the solicitation of proxies from DCRN's
stockholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in DCRN is contained in DCRN's
filings with the SEC, including DCRN's Annual Report on Form 10-K
for the fiscal year ended December 31,
2020, which was filed with the SEC on March 31, 2021, and is available free of charge
at the SEC's web site at www.sec.gov. Additional information
regarding the interests of such participants will be set forth in
the Registration Statement for the proposed business combination
when available. NewCo and Tritium and their respective directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of DCRN in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the business combination will be contained in the
Registration Statement for the proposed business combination when
available.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination. This document also
does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
will there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward Looking Statements
Certain statements made in this document are "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995
with respect to the proposed business combination and including
statements regarding the benefits of the business combination, the
anticipated timing of the business combination, the anticipated
consummation and timing of the private offering of ordinary shares
in the capital of NewCo to a certain investor (the "PIPE
Financing"), the services offered by Tritium and the markets in
which it operates, and NewCo's projected future results. These
forward-looking statements generally are identified by the words
"estimates," "projected," "expects," "anticipates," "forecasts,"
"plans," "intends," "believes," "seeks," "targets," "may," "will,"
"should," "would," "will be," "will continue," "will likely
result," "future," "propose," "strategy," "opportunity" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) that predict or indicate
future events or trends or are not statements of historical matters
are intended to identify forward-looking statements. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, guarantees, assurances, predictions or definitive
statements of fact or probability regarding future performance,
conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside NewCo's, Tritium's or DCRN's control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include the inability to complete the business combination or the
PIPE Financing in a timely manner or at all (including due to the
failure to receive required stockholder or shareholder, as
applicable, approvals, or the failure of other closing conditions
such as the satisfaction of the minimum trust account amount
following redemptions by DCRN's public stockholders, and the
receipt of certain governmental and regulatory approvals), which
may adversely affect the price of DCRN's securities; the inability
of the business combination to be completed by DCRN's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by DCRN;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the proposed business
combination or the PIPE Financing; the inability to recognize the
anticipated benefits of the proposed business combination; the
inability to obtain or maintain the listing of NewCo's shares on a
national exchange following the proposed business combination;
costs related to the proposed business combination; the risk that
the proposed business combination disrupts current plans and
operations, business relationships or business generally as a
result of the announcement and consummation of the proposed
business combination; NewCo's ability to manage growth; NewCo's
ability to execute its business plan and meet its projections;
potential disruption in NewCo's employee retention as a result of
the business combination; potential litigation, governmental or
regulatory proceedings, investigations or inquiries involving
NewCo, Tritium or DCRN, including in relation to the business
combination; changes in applicable laws or regulations and general
economic and market conditions impacting demand for Tritium's or
NewCo's products and services; and other risks and uncertainties
indicated from time to time in the proxy statement/prospectus
relating to the proposed business combination, including those
under "Risk Factors" therein, and in DCRN's other filings with the
SEC. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statement, and NewCo and DCRN assume no obligation
and do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Neither
NewCo nor DCRN gives any assurance that either NewCo or DCRN will
achieve its expectations.
Contacts:
For Investors
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com
For Media
Daniel Yunger
Kekst CNC
daniel.yunger@kekstcnc.com
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SOURCE Decarbonization Plus Acquisition Corporation II