Item 7.01.
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Regulation FD Disclosure.
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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, entered into a Business Combination Agreement (as amended on July 27, 2021 by the First Amendment to the Business Combination Agreement, the Business Combination Agreement, and the transactions
contemplated by the Business Combination Agreement, the Business Combination).
On October 13, 2021, Tritium issued a
press release announcing a business update for the three months ended September 30, 2021. 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 Securities 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.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed with this Form 8-K:
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Exhibit No.
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Description of Exhibits
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99.1
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Press Release, dated October 13, 2021
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Legend Information
Forward-Looking Statements
Certain
statements made in this document are forward-looking statements 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
NewCos 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 NewCos, Tritiums or the Companys 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 the Companys public stockholders and the receipt of certain governmental and regulatory approvals), which may
adversely affect the price of the Companys securities; the inability of the Business Combination to be completed by the Companys business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by the Company; the