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 transactions contemplated thereby, the “Business Combination”).
In connection with the proposed Business Combination, on September 24, 2021, NewCo filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 (the “Registration Statement”), which includes a preliminary proxy statement of the Company. The Registration Statement was declared effective by the SEC on December 20, 2021.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a press release announcing that the definitive proxy statement relating to the special meeting of the Company’s stockholders in connection with the Business Combination, which will be held at 10:00 a.m. Eastern time on January 12, 2022, has been filed with the SEC (the “Proxy Statement”), and that DCRN is preparing to commence mailing of the Proxy Statement. The Proxy Statement is being mailed to the Company’s stockholders of record as of the close of business on December 6, 2021.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 commencement of mailing of the Proxy Statement, the special meeting of the Company’s stockholders and the anticipated timing of the closing of the Business Combination. 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 NewCo’s, Tritium’s or the Company’s 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 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 the Company’s public stockholders and the receipt of certain governmental and regulatory approvals), which may adversely affect the price of the Company’s securities; the inability of the Business Combination to be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company; the occurrence of any event, change or other circumstance that could give rise to the termination of the
