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Tritium DCFC (DCFC)

Filed: 24 Mar 22, 6:03am

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  )*

 

 

 

TRITIUM DCFC LIMITED

(Name of Issuer)

 

Ordinary Shares, no par value

(Title of Class of Securities)

 

Q9225T108

(CUSIP Number)

 

January 13, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

Schedule 13G

 
CUSIP No. Q9225T108 Page 2 of 5

 

 

 

1

name of reporting person

 

Ilwella Pty Ltd

2

check the appropriate box if a member of a group

(a)   ¨  

(b)   ¨  

3sec use only
4

citizenship or place of organization

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH
REPORTING
PERSON

WITH

5

sole voting power

 

12,937,543 (1)

6

shared voting power

 

0

7

sole dispositive power

 

12,937,543 (1)

8

shared dispositive power

 

0

9

aggregate amount beneficially owned by each reporting person

 

12,937,543 (1)

10

check box if the aggregate amount in row (9) excludes certain shares

¨

 

11

percent of class represented by amount in row (9)

 

9.5% (2)

12

type of reporting person

 

OO

    

(1) Includes 12,167,043 ordinary shares and 770,500 option shares that Ilwella Pty Ltd has the right to acquire within 60 days of February 11, 2022.

 

(2) Percentage calculated based on 135,380,695 ordinary shares outstanding as of February 7, 2022, as reported in the Registration Statement on Form F-1 filed by Tritium DCFC Limited with the Securities and Exchange Commission on February 11, 2022.

 

 

 

 

Schedule 13G

 
CUSIP No. Q9225T108 Page 3 of 5

 

Item 1.

 

(a)Name of Issuer

 

Tritium DCFC Limited

 

(b)Address of Issuer’s Principal Executive Offices

 

48 Miller Street, Murarrie, QLD 4172, Australia

 

Item 2.

 

(a)Name of Person Filing

 

Ilwella Pty Ltd

 

(b)Address of Principal Business Office or, if None, Residence

 

L22, 56 Pitt St, Sydney, NSW 2000, Australia

 

(c)Citizenship

 

Ilwella Pty Ltd is a propriety limited company organized under the laws of Australia.

 

(d)Title of Class of Securities

 

Ordinary Shares, no par value

 

(e)CUSIP Number

 

Q9225T108

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

Item 4.Ownership

 

(a)Amount beneficially owned:

 

See Row 9 of the cover page

 

(b)Percent of class:

 

See Row 11 of the cover page

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or to direct the vote

 

See Row 5 of the cover page

 

 

 

 

Schedule 13G

 
CUSIP No. Q9225T108 Page 4 of 5

 

(ii)Shared power to vote or to direct the vote

 

See Row 6 of the cover page

 

(iii)Sole power to dispose or to direct the disposition of

 

See Row 7 of the cover page

 

(iv)Shared power to dispose or to direct the disposition of

 

See Row 8 of the cover page

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not applicable

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9.Notice of Dissolution of Group.

 

Not applicable

 

Item 10.Certifications.

 

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

 

Schedule 13G

 
CUSIP No. Q9225T108 Page 5 of 5

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 24, 2022

 

 Ilwella Pty Ltd

 

 By:/s/ Quentin Flannery
 Quentin Flannery
 Director