As filed with the U.S. Securities and Exchange Commission on June 30, 2023.
Registration Statement No. 333-270047
Ireland | | | 3714 | | | Not Applicable |
(State or other jurisdiction of | | | (Primary Standard Industrial | | | (IRS Employer |
incorporation or organization) | | | Classification Code Number) | | | Identification Number) |
Jocelyn Arel Jeffrey A Letalien Goodwin Procter LLP 620 Eighth Avenue New York, New York 10018 Tel: (212) 813-8000 | | | Alexander Mackinnon Herbert Smith Freehills 80 Collins St. Melbourne VIC 3000 Australia Tel: +61 3 9288 1234 | | | Connor Manning Arthur Cox LLP Ten Earlsfort Terrace Dublin 2 D02 T380 Tel: +353 1 920-1000 | | | Christian Nagler, P.C. Peter Seligson, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 |
Item 21. | Exhibits and Financial Statement Schedules. |
Exhibit No. | | | Description |
| | Business Combination Agreement, dated as of November 29, 2022, by and among Twin Ridge Capital Acquisition Corp., Carbon Revolution Limited, Poppetell Limited and Poppettell Merger Sub (included as Annex A to the proxy statement/prospectus). | |
| | Scheme Implementation Deed, dated as of November 30, 2022, by and among Carbon Revolution Limited, Twin Ridge Capital Acquisition Corp. and Poppetell Limited (included as Annex B to the proxy statement/prospectus). | |
| | Memorandum and Articles of Association of Carbon Revolution Public Limited Company (formerly known as Poppetell Limited). | |
| | Form of the Amended and Restated Memorandum and Articles of Association of Carbon Revolution Public Limited Company (formerly known as Poppetell Limited and Carbon Revolution Limited) (included as Annex C to the proxy statement/prospectus). | |
| | Specimen Ordinary Shares Certificate of Carbon Revolution Public Limited Company (formerly known as Poppetell Limited). | |
| | Specimen Warrant Certificate of Carbon Revolution Public Limited Company (formerly known as Poppetell Limited). | |
| | Warrant Agreement, dated March 3, 2021, by and among Twin Ridge Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Twin Ridge Capital Acquisition Corp.’s Form 8-K, filed with the SEC on March 9, 2021). | |
| | Form of Assignment and Assumption Agreement between Twin Ridge Capital Acquisition Corp., Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), Computershare Inc. and Computershare Trust Company, N.A. | |
| | Form of Warrant Amendment Agreement between Twin Ridge Capital Acquisition Corp., Continental Stock Transfer & Trust Company, Computershare Inc. and Computershare Trust Company, N.A. | |
| | Opinion of Arthur Cox LLP. | |
| | Opinion of Goodwin Procter LLP. | |
| | Tax Opinion of Kirkland & Ellis LLP. | |
| | Letter Agreement, dated March 3, 2021, by and among Twin Ridge Capital Acquisition Corp., Barclays Capital Inc. and Evercore Group, LLC (incorporated by reference to Exhibit 10.4 of Twin Ridge Capital Acquisition Corp.’s Form 8-K, filed with the SEC on March 9, 2021). | |
| | Sponsor Side Letter, dated as of November 29, 2022, by and among Twin Ridge Capital Sponsor, LLC, Twin Ridge Capital Sponsor Subsidiary, LLC, the independent directors party thereto, the other insiders party thereto, Twin Ridge Capital Acquisition Corp., Carbon Revolution Limited, and Poppetell Limited (included as Annex E to the proxy statement/prospectus). | |
| | Proceeds Disbursing and Security Agreement, dated May 23, 2023 by and among UMB Bank, N.A., as trustee and disbursing Agent, Newlight Capital LLC, as servicer, collateral agent and security trustee and Carbon Revolution Operations PTY LTD. | |
| | Form of Equity Incentive Plan (included as Annex F to the proxy statement/prospectus). | |
| | Service Agreement with Jacob Dingle, dated March 14, 2017. | |
| | Service Agreement with Gerard Buckle, dated August 7, 2019. | |
| | Form of Voluntary Escrow Deed (included as Annex G to the proxy statement/prospectus). | |
| | Form of Indemnification Agreement between Carbon Revolution Public Limited Company and each of its directors and officers. | |
| | List of Subsidiaries of Carbon Revolution Public Limited Company (formerly known as Poppetell Limited). |
Exhibit No. | | | Description |
| | Consent of Deloitte Touche Tohmatsu. | |
| | Consent of Marcum LLP. | |
| | Consent of Arthur Cox LLP (included in Exhibit 5.1). | |
| | Consent of Goodwin Procter LLP (included in Exhibit 5.2). | |
| | Power of Attorney (included on the signature page hereto). | |
| | Form of Preliminary Proxy Card. | |
| | Consent of Mark Bernhard. | |
| | Consent of Lucia Cade. | |
| | Consent of James Douglas. | |
| | Consent of Dale McKee. | |
| | Consent of Craig-Hallum Capital Group LLC. | |
| | Filing Fee Table. |
* | Previously filed |
# | Management contract or compensatory plan or arrangement. |
† | Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC. |
[*] | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). Carbon Revolution agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
| | Carbon Revolution Public Limited Company | ||||
| | | | |||
| | By: | | | /s/ Jacob Dingle | |
| | Name: | | | Jacob Dingle | |
| | Title: | | | Director and Principal Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Jacob Dingle | | | Chief Executive Officer and Director (Principal Executive Officer) | | | June 30, 2023 |
Jacob Dingle | | |||||
| | | | |||
* | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | June 30, 2023 |
Gerard Buckle | | |||||
| | | | |||
* | | | Director | | | June 30, 2023 |
Ronan Donohoe | | | | | ||
| | | | |||
* | | | Director | | | June 30, 2023 |
Rolando Ebuna | | | | |
*By: | | | /s/ Jacob Dingle | | | |
Name: | | | Jacob Dingle | | | |
Title: | | | Attorney-in-Fact | | |
| | By: | | | /s/ Donald J. Puglisi | |
| | Name: | | | Donald J. Puglisi | |
| | Title: | | | Managing Director |
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