MENLO PARK, Calif.,
Jan. 10, 2022 /PRNewswire/
-- Decarbonization Plus Acquisition Corporation II (NASDAQ:
DCRN, DCRNW, DCRNU) ("DCRN"), a publicly-traded special purpose
acquisition company, announced today that, based on proxies
submitted to date, which may be changed at or before the special
meeting of stockholders of DCRN to be held on Wednesday, January 12, 2022:
- 52.35% of the outstanding shares and 96.69% of the voted shares
have voted in favor of the Business Combination proposal;
- 96.28% of the voted shares have voted in favor of the NewCo
Constitution proposal; and
- 96.20% of the voted shares have voted in favor of the
Adjournment proposal.
DCRN expects that all proposals will be approved at the special
meeting of stockholders of DCRN, which is scheduled to be held on
Wednesday, January 12, 2022, at
10:00 a.m., Eastern time virtually
at https://www.cstproxy.com/decarbonizationplusacquisitionii/2021,
as described in DCRN's definitive proxy statement, dated
December 21, 2021.
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 $6 billion
of equity invested in renewables.
Forward Looking Statements
Certain statements made in this document are "forward-looking
statements" with respect to the proposed business combination,
including statements regarding the results of the special meeting
of stockholders of DCRN. 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
the control of Tritium DCFC Limited ("NewCo"), Tritium or DCRN,
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
private offering of ordinary shares in the capital of NewCo to a
certain investor (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.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, NewCo,
which will be the going-forward public company, filed a
registration statement on Form F-4, (as amended, the "Registration
Statement"), which includes a proxy statement of DCRN. The
Registration Statement is now effective, and a definitive proxy
statement (the "Proxy Statement") has been mailed to DCRN
stockholders of record as of the close of business on
December 6, 2021. INVESTORS AND SECURITY HOLDERS OF DCRN ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND THE EFFECTIVE REGISTRATION STATEMENT AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY 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
is set forth in the Registration Statement for the proposed
business combination. 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
is contained in the Registration Statement for the proposed
business combination.
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.
DCRN Media Contact
Daniel
Yunger
Kekst CNC
daniel.yunger@kekstcnc.com
Tritium Media Contact
Jack Ulrich
media@tritium.com.au
Tritium Investor Contact
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com
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SOURCE Decarbonization Plus Acquisition Corporation II