Decarbonization Plus Acquisition Corporation II Announces Stockholder Approval of Business Combination with Tritium

Rhea-AI Summary

Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN) announced that over 96% of stockholders voted in favor of the business combination with Tritium Holdings Pty Ltd during a special meeting held on January 12, 2022. The business combination is set to close on January 13, 2022, and Tritium DCFC Limited's shares will begin trading on NASDAQ under the symbols "DCFC" and "DCFCW" on January 14, 2022. Tritium designs and manufactures DC fast chargers for electric vehicles, focusing on continuous innovation in its offerings.

Positive

• 96.6% of votes in favor of the business combination indicates strong shareholder support.
• The anticipated closing of the business combination on January 13, 2022, positions Tritium to expand its market presence.
• Tritium's technology in EV charging supports potential revenue growth in the fast-evolving electric vehicle sector.

Negative

• Potential risks related to the completion of the business combination, including failure to meet closing conditions.
• Uncertainties surrounding the ability to maintain NASDAQ listing for NewCo post-combination.

MENLO PARK, Calif., Jan. 12, 2022 /PRNewswire/ -- Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN) ("DCRN"), a publicly-traded special purpose acquisition company, today announced that its stockholders voted to approve the previously announced business combination with Tritium Holdings Pty Ltd ("Tritium"), and all other proposals presented at DCRN's special meeting of stockholders (the "Special Meeting") held on January 12, 2022. 

Approximately 96.6% of the votes cast and 58% of the outstanding shares of common stock of DCRN were in favor of approving the business combination proposal. DCRN plans to file the results of the Special Meeting, as tabulated by an independent inspector of elections, on a Form 8-K with the U.S. Securities and Exchange Commission (the "SEC") today.

Subject to the satisfaction or waiver of the other customary closing conditions, the business combination is expected to close on January 13, 2022. The ordinary shares and warrants of Tritium DCFC Limited ("NewCo"), the going-forward public company, are expected to commence trading on the NASDAQ under the symbols "DCFC" and "DCFCW," respectively, on January 14, 2022.

About Tritium

Founded in 2001, Tritium 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.

About Decarbonization Plus Acquisition Corporation II

Decarbonization Plus Acquisition Corporation II is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with a target whose principal effort is developing and advancing a platform that decarbonizes the most carbon-intensive sectors. These include the energy and agriculture, industrials, transportation and commercial and residential sectors. DCRN is sponsored by an affiliate of Riverstone Holdings LLC and represents a further expansion of Riverstone's 15-year franchise in low-carbon investments, having established industry leading, scaled companies with more than $6 billion of equity invested in renewables.

Forward Looking Statements

Certain statements made in this document are "forward-looking statements" with respect to the proposed business combination, including statements regarding the anticipated timing of the closing of the business combination and the listing of NewCo securities on the NASDAQ. 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 the control of NewCo, Tritium or DCRN, 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 of closing conditions), which may adversely affect the price of DCRN's securities; the inability of the business combination to be completed by DCRN's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by DCRN; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed business combination or the PIPE Financing; the inability to recognize the anticipated benefits of the proposed business combination; the inability to obtain or maintain the listing of NewCo's shares on a national exchange following the proposed business combination; costs related to the proposed business combination; the risk that the proposed business combination disrupts current plans and operations, business relationships or business generally as a result of the announcement and consummation of the proposed business combination; NewCo's ability to manage growth; NewCo's ability to execute its business plan and meet its projections; potential disruption in NewCo's employee retention as a result of the business combination; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving NewCo, Tritium or DCRN, including in relation to the business combination; changes in applicable laws or regulations and general economic and market conditions impacting demand for Tritium's or NewCo's products and services; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed business combination, including those under "Risk Factors" therein, and in DCRN's other filings with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statement, and NewCo and DCRN assume no obligation and do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Neither NewCo nor DCRN gives any assurance that either NewCo or DCRN will achieve its expectations.

Important Information and Where to Find It

In connection with the proposed business combination, NewCo, which will be the going-forward public company, filed a registration statement on Form F-4, (as amended, the "Registration Statement"), which includes a proxy statement of DCRN.  INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,  (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND THE EFFECTIVE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TRITIUM, DCRN, NEWCO AND THE BUSINESS COMBINATION. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC's web site at www.sec.gov.

No Offer or Solicitation

This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

DCRN Media Contact
Daniel Yunger
Kekst CNC
daniel.yunger@kekstcnc.com          

Tritium Media Contact
Jack Ulrich
media@tritium.com.au

Tritium Investor Contact
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com

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SOURCE Decarbonization Plus Acquisition Corporation II

FAQ

What was the result of the DCRN stockholder vote on January 12, 2022?

On January 12, 2022, approximately 96.6% of DCRN stockholders approved the business combination with Tritium.

When will Tritium's new shares start trading on NASDAQ?

Tritium's shares are expected to start trading on NASDAQ under the ticker symbols DCFC and DCFCW on January 14, 2022.

What is the strategic significance of the business combination between DCRN and Tritium?

The combination aims to enhance Tritium's market position in the electric vehicle charging sector, leveraging DCRN's resources for growth.