MENLO PARK, Calif.,
Jan. 12, 2022 /PRNewswire/
-- Decarbonization Plus Acquisition Corporation II
(NASDAQ: DCRN) ("DCRN"), a publicly-traded special purpose
acquisition company, today announced that its stockholders voted to
approve the previously announced business combination with Tritium
Holdings Pty Ltd ("Tritium"), and all other proposals presented at
DCRN's special meeting of stockholders (the "Special Meeting") held
on January 12, 2022.
Approximately 96.6% of the votes cast and 58% of the outstanding
shares of common stock of DCRN were in favor of approving the
business combination proposal. DCRN plans to file the results of
the Special Meeting, as tabulated by an independent inspector of
elections, on a Form 8-K with the U.S. Securities and Exchange
Commission (the "SEC") today.
Subject to the satisfaction or waiver of the other customary
closing conditions, the business combination is expected to close
on January 13, 2022. The ordinary
shares and warrants of Tritium DCFC Limited ("NewCo"), the
going-forward public company, are expected to commence trading on
the NASDAQ under the symbols "DCFC" and "DCFCW," respectively, on
January 14, 2022.
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 anticipated timing of the
closing of the business combination and the listing of NewCo
securities on the NASDAQ. 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 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 of closing conditions), 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.
Important Information 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.
INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, (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.
No Offer or Solicitation
This document 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