Tritium DCFC Limited¹ (OTC: DCFCQ) (“Tritium” or the
“Company”), a global developer and manufacturer of direct current
(“DC”) fast chargers for electric vehicles, previously reported, on
April 18, 2024, that the Company and three of its Australian
subsidiaries, Tritium Pty Ltd², Tritium Holdings Pty Ltd³ and
Tritium Nominee Pty Ltd⁴ (together with the Company, the
“Companies”) (i) were insolvent or likely to become insolvent,
(ii) a voluntary administrator should be appointed under the
Australian Corporations Act 2001 (the “Act”), and (iii) to appoint
Peter James Gothard, James Douglas Dampney and William Martin
Colwell of KPMG as joint and several administrators (together, the
“Administrators”) pursuant to section 436A of the Act. Separately,
on 19 April 2024, Shaun Fraser, Matthew Hutton, Kathy Sozou and
Jamie Harris of McGrath Nicol were appointed Receivers and Managers
of the Companies (excluding Tritium Nominee Pty Ltd.) and have
assumed control of the assets, operations and affairs of the
Companies subject to their appointment. The powers of the directors
of the Companies are suspended during the administration period.
The Company previously reported in its Form 6-K
filed with the Securities and Exchange commission on April 18, 2024
that, pursuant to section 437F of the Act, a transfer of shares in
the Company during the voluntary administration is void, except
with the written consent of the Administrator or if approved by a
court with jurisdiction under the Act.
On April 18, 2024, following the Company’s
report of the foregoing information, the Nasdaq Stock Market LLC
(“Nasdaq”) delivered to the Company a Staff determination letter,
providing that Nasdaq had determined that the Company’s securities
would be delisted from Nasdaq, trading of the Company’s ordinary
shares and warrants would be suspended at the opening of business
on April 22, 2024, and Nasdaq would file a Form 25-NSE with the
Securities and Exchange Commission, which will remove the Company’s
securities from listing and registration on Nasdaq. Such letter
provided that the foregoing actions were in accordance with Nasdaq
Listing rules 5101, 5110(b) and IM-5101-1.
On April 24, 2024, the Administrator delivered
substantially identical letters to Nasdaq and FINRA, noting the
appointment of the Administrator, and informing Nasdaq and FINRA
that, as a result of the appointment of the Administrator pursuant
to section 437F of the Act, shares in the Company cannot be
transferred without the Administrator’s written consent or
permission from the Australian Courts; therefore, shares and
warrants of the Company should not be traded on Nasdaq or over the
counter after April 18, 2024. Such letters further requested that
the Company’s securities be placed in a trading halt immediately
and until further notice.
On May 12, 2024, Nasdaq advised the Company
that, pursuant to Nasdaq’s obligations under Nasdaq Listing Rule
5830 and Rule 12d2-2 promulgated under the Securities Exchange Act
of 1934, as amended, Nasdaq would issue a press release on May 15,
2024, stating, among other things, that the Company’s ordinary
shares and warrants would be delisted from Nasdaq, Nasdaq would
file a Form 25 with the SEC, and the delisting would become
effective ten days after the Form 25 is filed. Nasdaq filed the
Form 25 on May 16, 2024, and the attachment to such filing provides
that Nasdaq has determined to remove from listing the securities of
the Company, effective at the opening of the trading session on May
28, 2024.
The Company does not intend to appeal or
otherwise challenge the Staff’s determination to delist the
Company’s securities from Nasdaq.
About Tritium
Founded in 2001, Tritium (OTC: DCFCQ) 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.
Forward Looking Statements
This press release includes “forward-looking
statements.” The Company’s actual results may differ from its
expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believe,” “predict,” “potential,”
“continue,” “aim” and expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, the Company’s expectations, hopes,
beliefs, intentions, or strategies for the future, including those
that relate to the Company’s share price and the trading in its
equity securities. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. You should
carefully consider the risks and uncertainties described in the
documents filed by the Company from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Most of these factors are outside the Company’s control and are
difficult to predict. The Company cautions investors not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. The Company does not undertake or accept
any obligation to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based, except to the extent required
by applicable law.
Media Contact Nick
Owensnowens@sefiani.com.au
_________________________________¹ Tritium DCFC
Limited has Administrators Appointed and Receivers and Managers
Appointed² Tritium Pty Ltd has Administrators Appointed and
Receivers and Managers Appointed³ Tritium Holdings Pty Ltd has
Administrators Appointed and Receivers and Managers Appointed⁴
Tritium Nominee Pty Ltd has Administrators Appointed only.
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