Information
about Proposed Business Combination
As
previously announced, Carbon
Revolution Limited (“CBR”, “Carbon
Revolution” or the “Company”) (ASX:
CBR) and Twin Ridge Capital
Acquisition Corp. (“Twin Ridge” or
“TRCA”) (NYSE: TRCA) have entered
into a definitive business
combination agreement and
accompanying scheme implementation
deed (“SID”) that is expected to
result in Carbon Revolution becoming
publicly listed in the U.S. via a
series of transactions, including a
scheme of arrangement. Upon closing
of the transactions, the ordinary
shares and warrants of the merged
company, Carbon Revolution plc
(formerly known as Poppetell
Limited), a private limited company
incorporated in Ireland with
registered number 607450
(“MergeCo”), that will become the
parent company of the Company and
Twin Ridge, are expected to trade on
Nasdaq in the United States, and
Carbon Revolution’s shares shall be
delisted from the ASX.
Additional
Information about the Proposed
Business Combination and Where to
Find It
This
communication relates to the proposed
Business Combination involving CBR,
TRCA, MergeCo, and Poppettell Merger
Sub, a Cayman Islands exempted company
and wholly-owned subsidiary of MergeCo
(“Merger Sub”). In connection with the
proposed Business Combination, MergeCo
has filed the Registration Statement,
including a proxy statement of TRCA
and a prospectus of MergeCo relating
to the MergeCo Shares to be issued in
connection with the proposed business
combination, with the SEC. This
communication is not a substitute for
the Registration Statement, the
definitive proxy statement/final
prospectus, or any other document that
MergeCo or TRCA has filed or will file
with the SEC or send to its
shareholders in connection with the
proposed business combination. This
communication does not contain all the
information that should be considered
concerning the proposed Business
Combination and other matters and is
not intended to form the basis for any
investment decision or any other
decision in respect of such matters.
BEFORE
MAKING ANY VOTING OR INVESTMENT
DECISION, TRCA’S SHAREHOLDERS AND
OTHER INTERESTED PARTIES ARE URGED
TO READ DEFINITIVE PROXY STATEMENT/
PROSPECTUS, AND ANY AMENDMENTS
THERETO AND ANY OTHER DOCUMENTS
FILED BY TRCA OR MERGECO WITH THE
SEC IN CONNECTION WITH THE PROPOSED
BUSINESS COMBINATION OR INCORPORATED
BY REFERENCE THEREIN IN THEIR
ENTIRETY BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO
THE PROPOSED BUSINESS COMBINATION
BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION AND THE PARTIES
TO THE PROPOSED BUSINESS
COMBINATION.
TRCA
commenced mailing the definitive proxy
statement on September 8, 2023 to
shareholders as of August 25, 2023.
Additionally, TRCA and MergeCo will
file other relevant materials with the
SEC in connection with the proposed
Business Combination. Copies of the
Registration Statement, the definitive
proxy statement/ prospectus and all
other relevant materials for the
proposed Business Combination filed or
that will be filed with the SEC may be
obtained, when available, free of
charge at the SEC’s website at
www.sec.gov. In addition, the
documents filed by TRCA or MergeCo may
be obtained, when available, free of
charge from TRCA at
www.twinridgecapitalac.com. TRCA’s
shareholders may also obtain copies of
the definitive proxy
statement/prospectus, without charge,
by directing a request to Twin Ridge
Capital Acquisition Corp., 999
Vanderbilt Beach Road, Suite 200,
Naples, Florida 60654.
This
communication is for information
purposes only and is not intended to
and does not constitute, or form part
of, an offer, invitation or the
solicitation of an offer or invitation
to purchase, otherwise acquire,
subscribe for, sell or otherwise
dispose of any securities, or the
solicitation of any vote or approval
in any jurisdiction, pursuant to the
proposed Business Combination or
otherwise, nor shall there be any
sale, issuance or transfer of
securities in any jurisdiction in
contravention of applicable law. The
proposed Business Combination will be
implemented solely pursuant to the
Business Combination Agreement and
Scheme Implementation Deed, in each
case, filed as exhibits to the Current
Report on Form 8-K filed by TRCA with
the SEC on November 30, 2022, which
contains the full terms and conditions
of the proposed Business Combination.
No offer of securities shall be made
except by means of a prospectus
meeting the requirements of the
Securities Act.
Participants in
the Solicitation of Proxies
This
communication may be deemed
solicitation material in respect of
the proposed Business Combination.
TRCA, CBR, MergeCo, Merger Sub and
their respective directors and
executive officers, under SEC rules,
may be deemed to be participants in
the solicitation of proxies from
TRCA’s shareholders in connection with
the proposed Business Combination.
Investors and security holders may
obtain more detailed information
regarding the names and interests in
the proposed Business Combination of
TRCA’s directors and officers in the
Registration Statement, TRCA’s filings
with the SEC, including TRCA’s initial
public offering prospectus, which was
filed with the SEC on March 5, 2021,
TRCA’s subsequent annual reports on
Form 10-K and quarterly reports on
Form 10-Q. To the extent that holdings
of TRCA’s securities by insiders have
changed from the amounts reported
therein, any such changes have been or
will be reflected on Statements of
Change in Ownership on Form 4 filed
with the SEC. Information regarding
the persons who may, under SEC rules,
be deemed participants in the
solicitation of proxies to TRCA’s
shareholders in connection with the
business combination is included in
the definitive proxy
statement/prospectus relating to the
proposed Business Combination. You may
obtain free copies of these documents,
when available, as described in the
preceding paragraphs.
Forward-Looking
Statements
All
statements other than statements of
historical facts contained in this
communication are forward-looking
statements. Forward-looking statements
may generally be identified by the use
of words such as “believe,” “may,”
“will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “project,”
“forecast,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,”
“target” or other similar expressions
(or the negative versions of such
words or expressions) that predict or
indicate future events or trends or
that are not statements of historical
matters. These forward-looking
statements include, but are not
limited to, statements regarding the
financial position, business strategy
and the plans and objectives of
management for future operations
including as they relate to the
proposed Business Combination and
related transactions, pricing and
market opportunity, the satisfaction
of closing conditions to the proposed
Business Combination and related
transactions, the level of redemptions
by TRCA’s public shareholders and the
timing of the completion of the
proposed Business Combination,
including the anticipated closing date
of the proposed Business Combination
and the use of the cash proceeds
therefrom. These statements are based
on various assumptions, whether or not
identified in this communication, and
on the current expectations of CBR’s
and TRCA’s management and are not
predictions of actual performance.
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 a guarantee, an assurance,
a prediction or a definitive statement
of fact or probability. Actual events
and circumstances are difficult or
impossible to predict and may differ
from such assumptions, and such
differences may be material. Many
actual events and circumstances are
beyond the control of CBR and TRCA.
These
forward-looking statements are subject
to a number of risks and
uncertainties, including (i) changes
in domestic and foreign business,
market, financial, political and legal
conditions; (ii) the inability of the
parties to successfully or timely
consummate the proposed Business
Combination, including the risks that
we will not secure sufficient funding
to proceed through to completion of
the Transaction, any required
regulatory approvals are not obtained,
are delayed or are subject to
unanticipated conditions that could
adversely affect the combined company
or the expected benefits of the
proposed Business Combination, or that
the approval of the shareholders of
TRCA or CBR is not obtained; (iii) the
ability to maintain the listing of
MergeCo’s securities on the stock
exchange; (iv) the inability to
complete any private placement
financing, the amount of any private
placement financing or the completion
of any private placement financing on
favorable terms; (v) the risk that the
proposed Business Combination disrupts
current plans and operations CBR or
TRCA as a result of the announcement
and consummation of the proposed
Business Combination and related
transactions; (vi) the risk that any
of the conditions to closing of the
Business Combination are not satisfied
in the anticipated manner or on the
anticipated timeline or are waived by
any of the parties thereto; (vii) the
failure to realize the anticipated
benefits of the proposed Business
Combination and related transactions;
(viii) risks relating to the
uncertainty of the costs related to
the proposed Business Combination;
(ix) risks related to the rollout of
CBR’s business strategy and the timing
of expected business milestones; (x)
the effects of competition on CBR’s
future business and the ability of the
combined company to grow and manage
growth, establish and maintain
relationships with customers and
healthcare professionals and retain
its management and key employees; (xi)
risks related to domestic and
international political and
macroeconomic uncertainty, including
the Russia-Ukraine conflict; (xii) the
outcome of any legal proceedings that
may be instituted against TRCA, CBR or
any of their respective directors or
officers; (xiii) the amount of
redemption requests made by TRCA’s
public shareholders; (xiv) the ability
of TRCA to issue equity, if any, in
connection with the proposed Business
Combination or to otherwise obtain
financing in the future; (xv) the
impact of the global COVID-19 pandemic
and governmental responses on any of
the foregoing risks; (xvi) risks
related to CBR’s industry; (xvii)
changes in laws and regulations; and
(xviii) those factors discussed in
TRCA’s Annual Report on Form 10-K for
the year ended December 31, 2022 under
the heading “Risk Factors,” and other
documents of TRCA or MergeCo filed
with the SEC, including the proxy
statement / prospectus. If any of
these risks materialize or TRCA’s or
CBR’s assumptions prove incorrect,
actual results could differ materially
from the results implied by these
forward-looking statements. There may
be additional risks that neither TRCA
nor CBR presently know or that TRCA
and CBR currently believe are
immaterial that could also cause
actual results to differ from those
contained in the forward-looking
statements. In addition,
forward-looking statements reflect
TRCA’s and CBR’s expectations, plans
or forecasts of future events and
views as of the date of this
communication. TRCA and CBR anticipate
that subsequent events and
developments will cause TRCA’s and
CBR’s assessments to change. However,
while TRCA and CBR may elect to update
these forward-looking statements at
some point in the future, each of
TRCA, CBR, MergeCo and Merger Sub
specifically disclaim any obligation
to do so, unless required by
applicable law. These forward-looking
statements should not be relied upon
as representing TRCA’s and CBR’s
assessments as of any date subsequent
to the date of this communication.
Accordingly, undue reliance should not
be placed upon the forward-looking
statements.
For further information, please
contact:
Investors
Investors@carbonrev.com
Media
Media@carbonrev.com