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DCFC Tritium DCFC

Filed: 29 Nov 21, 5:10pm
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As filed with the Securities and Exchange Commission on November 29, 2021

Registration Statement No. 333-259793

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Tritium DCFC Limited

(Exact name of Registrant as Specified in its Charter)

 

 

N/A

(Translation of registrant name into English)

 

 

 

Australia 6770 Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification Number)

48 Miller Street

Murarrie, QLD 4172

Australia

+61 (07) 3147 8500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Jane Hunter

Tritium Holdings Pty Ltd

48 Miller Street

Murarrie, QLD 4172

Australia

+61 (07) 3147 8500

 

Christopher Lueking

Ryan Maierson

Roderick Branch

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800 Chicago, IL 60611

(312)-876-7700

 

Peter Haskopoulos

Decarbonization Plus

Acquisition Corp. II

2744 Sand Hill Road

Menlo Park, CA 94025

(212) 993-0076

 

E. Ramey Layne

Vinson & Elkins L.L.P.

1001 Fannin St. Suite 2500

Houston, Texas 77002

(713) 758-2222

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


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CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 Amount to be
registered (4)
 

Proposed

maximum

offering price

per unit (5)

 

Proposed

maximum

aggregate

offering price (5)

 

Amount of

registration fee (6)(9)

NewCo Ordinary Shares(1)(3)(8)

 170,312,500 $9.89 $1,684,390,625.00 $183,768.00

NewCo Warrants(2)(3)

 21,783,334 $1.31 $28,536,167.54 $3,114.00

NewCo Ordinary Shares issuable upon exchange of Warrants(7)(8)

 21,783,334 $ (7) (8) $ (7) $ (7)

Aggregate Fee

       $186,882.00

 

(1)

Represents the estimated maximum number of fully paid ordinary shares in the capital of the registrant (“NewCo Ordinary Shares”) to be issued by Tritium DCFC Limited, an Australian unlisted public company limited by shares (“NewCo”) hereunder upon completion of the business combination described in the proxy statement/prospectus contained herein (the “Business Combination”) and is based on (i) up to 50,312,500 NewCo Ordinary Shares to be issued in connection with the consummation of the Business Combination in exchange for 40,250,000 shares of Class A common stock, par value $0.0001 per share, of Decarbonization Plus Acquisition Corporation II (“DCRN” and such shares, which are subject to possible redemption, the “DCRN Class A Common Stock”) and 10,062,500 shares of Class B common stock, par value $0.0001 per share, of DCRN (the “DCRN Class B Common Stock” and together with the DCRN Class A Common Stock, the “DCRN Common Stock”) outstanding on the date hereof; and (ii) 120,000,000 NewCo Ordinary Shares to be issued to existing shareholders of Tritium Holdings Pty Ltd (“Tritium”) in connection with the consummation of the Business Combination.

(2)

Represents the estimated maximum number of warrants to purchase ordinary shares of NewCo (the “NewCo Warrants”) to be issued hereunder upon completion of the Business Combination and is based on (i) 13,416,667 warrants of DCRN (“DCRN public warrants”) sold to the public in DCRN’s initial public offering (the “DCRN IPO”), (ii) 7,366,667 DCRN warrants (as defined below) issued to Decarbonization Plus Acquisition Sponsor II, LLC, a Delaware limited liability company (“DCRN Sponsor”) and certain of DCRN’s independent directors in connection with the DCRN IPO (the “DCRN private placement warrants” and together with the DCRN public warrants, the “DCRN warrants”) and (iii) up to 1,000,000 private placement warrants that may be issued to DCRN Sponsor in connection with working capital loans made by DCRN Sponsor or any of its affiliates to DCRN.

(3)

Shares of DCRN Class A Common Stock, DCRN warrants and DCRN’s units sold in the DCRN IPO, each of which consists of one share of DCRN Class A Common Stock and one-third of one DCRN Warrant (“DCRN units”) are currently listed on the NASDAQ Capital Market (the “NASDAQ”) under the symbols “DCRN,” “DCRNW” and “DCRNU,” respectively. Upon the closing of the Business Combination, these DCRN securities will be delisted from NASDAQ and the NewCo Ordinary Shares and NewCo Warrants are expected to trade under the symbols “DCFC” and “DCFCW,” respectively.

(4)

Pursuant to Rule 416 of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(5)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of shares of DCRN Class A Common Stock and DCRN warrants, respectively, reported on NASDAQ on September 21, 2021 ($9.89 per share of Class A Common Stock and $1.31 per DCRN Warrant). This calculation is in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(6)

Determined in accordance with Section 6(b) of the Securities Act, at a rate equal to $109.10 per $1.0 million of the proposed maximum aggregate offering price.

(7)

Represents NewCo Ordinary Shares issuable upon the exercise of the NewCo Warrants. No separate registration fee required pursuant to Rule 457(g).

(8)

Includes NewCo Ordinary Shares initially offered and sold outside the United States that may be resold from time to time in the United States under circumstances requiring the delivery of a prospectus. These NewCo Ordinary Shares are not being registered for the purpose of sales outside the United States.

(9)

Previously paid.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

PRELIMINARY – SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

DECARBONIZATION PLUS ACQUISITION CORPORATION II

AND PROSPECTUS FOR 170,312,500 ORDINARY SHARES AND 21,783,334 WARRANTS OF

TRITIUM DCFC LIMITED

PROPOSED BUSINESS COMBINATION – YOUR PARTICIPATION IS VERY IMPORTANT

Dear Stockholders of Decarbonization Plus Acquisition Corporation II:

You are cordially invited to attend the special meeting (the “DCRN special meeting”) of stockholders of Decarbonization Plus Acquisition Corporation II (“DCRN” and such stockholders, the “DCRN stockholders”), which will be held at                 , Eastern time, on                 , 2021, via live webcast at the following address:                 

On May 25, 2021, DCRN, Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (“Tritium”), Tritium DCFC Limited, an Australian unlisted public company limited by shares (“NewCo”) and Hulk Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub”), entered into a Business Combination Agreement (as amended by the First Amendment to the Business Combination Agreement dated July 27, 2021, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) DCRN, NewCo, Tritium and all existing shareholders of Tritium (“Tritium shareholders”) will enter into a share transfer agreement (the “Share Transfer Agreement”) pursuant to which, at the closing of the Business Combination (the “Closing”), the holders of all of the shares in the capital of Tritium (“Tritium Shares”) will transfer their Tritium Shares to NewCo in exchange for an aggregate of 120,000,000 fully paid ordinary shares in the capital of NewCo valued at $10.00 per share (“NewCo Ordinary Shares”) to be issued simultaneously with the issuance of NewCo Ordinary Shares in connection with the Merger (as defined below) (the “Share Transfer”), and as a result, NewCo will be the ultimate parent company of Tritium and Tritium’s direct and indirect subsidiaries (collectively, the “Tritium Subsidiaries”) and (ii) at the Closing, Merger Sub will merge with and into DCRN, with DCRN surviving as a wholly owned subsidiary of NewCo (the “Merger”). Pursuant to the Merger, (1) each holder of DCRN’s Class A common stock, par value $0.0001 per share, which are subject to possible redemption (“DCRN Class A Common Stock”), will receive in exchange for its shares of DCRN Class A Common Stock an equal number of NewCo Ordinary Shares (such exchange, the “Share Exchange”) and (2) each warrant to purchase shares of DCRN Class A Common Stock (the “DCRN warrants”) will automatically convert into a warrant to purchase NewCo Ordinary Shares (“NewCo Warrants” and such conversion, the “Warrant Conversion” and together with the Share Exchange, the “Merger Exchanges”). The Closing is subject to certain customary conditions, including, among other things, that DCRN have Trust Cash (as defined in the Business Combination Agreement) plus the aggregate proceeds received by NewCo from the PIPE Financing (as defined below) equal to at least $200 million.

At the DCRN special meeting, DCRN stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal” or “Proposal No. 1”) to adopt and approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, as amended by the First Amendment to the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-1, and approve the transactions contemplated thereby, including the Business Combination.

As further described in the accompanying proxy statement/prospectus, upon consummation of the Business Combination, among other things:

 

  

NewCo will be the ultimate parent company of Tritium and the Tritium Subsidiaries (following the Share Transfer) and of DCRN (following the Merger);

 

  

DCRN will be the surviving company in the Merger and will be a wholly owned subsidiary of NewCo;

 

  

At the effective time of the Merger (the “Effective Time”), the following events will take place simultaneously:


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NewCo Ordinary Shares will be issued to Tritium shareholders in accordance with the terms of the Share Transfer Agreement;

 

  

Each share of DCRN’s Class B Common Stock, par value $0.0001 per share (“DCRN Class B Common Stock” and together with the DCRN Class A Common Stock, the “DCRN Common Stock”), which are held by the Decarbonization Plus Acquisition Sponsor II, LLC, a Delaware limited liability company (“DCRN Sponsor”) and DCRN’s independent directors (together with DCRN Sponsor, the “DCRN initial stockholders”), will be cancelled and converted into one validly issued, fully paid and nonassessable share of DCRN Class A Common Stock in accordance with DCRN’s amended and restated certificate of incorporation dated February 3, 2021 (the “DCRN Charter”); and

 

  

By virtue of the Merger and without any action on the part of DCRN, NewCo, Merger Sub or the holders of any of the following securities:

 

  

all shares of DCRN Common Stock held in the treasury of DCRN will be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto;

 

  

each share of DCRN Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of DCRN Class A Common Stock with respect to which a holder of DCRN public shares (a “DCRN public stockholder”) has validly exercised its redemption rights in accordance with the DCRN Charter (the “Redemption Shares”) but including DCRN Class A Common Stock issued upon conversion of the DCRN Class B Common Stock (such shares of DCRN Class B Common Stock, the “DCRN Founder Shares”)) will be cancelled and converted into and exchanged for one validly issued, fully paid and nonassessable NewCo Ordinary Share (the “Per Share Merger Consideration”);

 

  

each share of Merger Sub common stock, consisting of 1,000 shares of common stock, par value of $0.01 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of DCRN as the surviving corporation in the Merger; and

 

  

NewCo will assume the Warrant Agreement, dated February 3, 2021, between DCRN and Continental Stock Transfer and Trust Company, as warrant agent, (the “DCRN Warrant Agreement”) and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRN warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a NewCo Warrant. Each NewCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (A) each NewCo Warrant will be exercisable solely for NewCo Ordinary Shares; (B) the number of NewCo Ordinary Shares subject to each NewCo Warrant will be equal to the number of shares of DCRN Class A Common Stock subject to the applicable DCRN warrant; and (C) the per share exercise price for the NewCo Ordinary Shares issuable upon exercise of such NewCo Warrant will be equal to the per share exercise price for the shares of DCRN Class A Common Stock subject to the applicable DCRN warrant, as in effect immediately prior to the Effective Time.

 

  

Each Redemption Share that will be redeemed at the Effective Time will not be entitled to receive the Per Share Merger Consideration and will be converted into the right to receive from DCRN, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights. Please see the section entitled “The Business Combination—Conversion of Securities” for additional information. At or as promptly as practical after the Effective Time, DCRN will make such cash payments in respect of each such Redemption Share. As of the Effective Time, all such Redemption Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a


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Redemption Share (or related certificate or book-entry share) will cease to have any rights with respect thereto, except the right to receive such cash payments from DCRN.

 

  

In the event that the DCRN Class A Common Stock and DCRN warrants comprising a single unit of DCRN sold in DCRN’s initial public offering of units (the “DCRN IPO” and such units the “DCRN units”) have not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the Share Exchange, Warrant Conversion and Share Transfer, any and all DCRN units will be automatically detached and broken out into their constituent parts, such that a holder of one DCRN unit will hold one share of DCRN Class A Common Stock and one-third of one DCRN warrant, and the underlying DCRN Class A Common Stock and DCRN warrants will be converted in accordance with the Business Combination Agreement. However, if the detachment would result in a holder of a DCRN warrant, sold as part of the DCRN units in the DCRN IPO (the “DCRN public warrants”) holding a fractional DCRN public warrant, then prior to the conversion the number of DCRN public warrants deemed to be held by such holder will be rounded down to the nearest whole number.

In connection with the Business Combination, DCRN, NewCo and Palantir Technologies Inc. (“Palantir”) have entered into a subscription agreement, dated July 27, 2021 (the “Subscription Agreement”), pursuant to which Palantir agreed to subscribe for and purchase, and NewCo agreed to issue and sell to Palantir, 1,500,000 NewCo Ordinary Shares (the “PIPE Shares”) for a purchase price of $10.00 per share, for an aggregate purchase price of $15.0 million (the “PIPE Financing”). The PIPE Shares to be issued pursuant to the Subscription Agreement will not be registered under the Securities Act of 1933 (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. NewCo has granted Palantir certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing.

In connection with the submission of the Business Combination to a stockholder vote, holders of DCRN Founder Shares, including DCRN Sponsor, have agreed to vote any shares of DCRN Class A Common Stock and DCRN Class B Common Stock owned by them in favor of the Business Combination.

In addition to the Business Combination Proposal, DCRN stockholders are being asked to:

 

  

Consider and vote upon, on a non-binding advisory basis, a proposal to approve the governance provisions contained in the constitution of NewCo (the “Constitution”) that materially affect DCRN stockholder rights, presented separately in accordance with the U.S. Securities and Exchange Commission (the “SEC”) guidance (the “NewCo Constitution Proposal” or “Proposal No. 2”). The full text of the Constitution is attached to this proxy statement/prospectus as Annex B.

 

  

Consider and vote upon a proposal to approve the adjournment of the DCRN special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the NewCo Constitution Proposal, the “Proposals”).

Each of these proposals is more fully described in this proxy statement/prospectus, which each DCRN stockholder is encouraged to read carefully.

The shares of DCRN Class A Common Stock and DCRN warrants, which are exercisable for shares of DCRN Class A Common Stock under certain circumstances, are currently listed on the NASDAQ under the symbols “DCRN” and “DCRNW,” respectively. In addition, certain of the DCRN Class A Common Stock and DCRN public warrants currently trade as DCRN units consisting of one share of DCRN Class A Common Stock and one-third of one DCRN public warrant”, and are listed on the NASDAQ under the symbol “DCRNU.” The units will automatically separate into the component securities prior to the consummation of the Business Combination and will be exchanged for or automatically converted into, as applicable, NewCo Ordinary Shares


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and NewCo Public Warrants, respectively. NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing, the NewCo Ordinary Shares and NewCo Warrants will be listed under the ticker symbols “DCFC” and “DCFCW,” respectively.

DCRN is providing the accompanying proxy statement/prospectus and accompanying proxy card to DCRN stockholders in connection with the solicitation of proxies to be voted at the DCRN special meeting and at any adjournments or postponements of the DCRN special meeting. Information about the DCRN special meeting, the Business Combination and other related business to be considered by DCRN stockholders at the DCRN special meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the DCRN special meeting, all DCRN stockholders are urged to read carefully and in their entirety this proxy statement/prospectus, including the annexes and the accompanying financial statements of Tritium and DCRN. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 40 of this proxy statement/prospectus.

After careful consideration, the Board of Directors of DCRN (the “DCRN Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that DCRN stockholders vote “For” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “For” all other Proposals presented to DCRN stockholders in the accompanying proxy statement/ prospectus. When you consider the DCRN Board’s recommendation of these proposals, you should keep in mind that certain DCRN’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled “The Business Combination— Interests of Certain Persons in the Business Combination” for additional information.

Your vote is very important, regardless of the number of shares of DCRN Common Stock you own. To ensure your representation at the DCRN special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the DCRN special meeting, but in any event, no later than                , 2021 at                , Eastern time.

On behalf of the DCRN Board, I would like to thank you for your support of Decarbonization Plus Acquisition Corporation II and look forward to a successful completion of the Business Combination.

Sincerely,

 

Erik Anderson

Chief Executive Officer and Director

                , 2021

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in DCRN and NewCo securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus and under similar headings or in any amendment or supplement to this proxy statement/prospectus.

This proxy statement/prospectus is dated                 , 2021, and is expected to be first mailed or otherwise delivered to DCRN stockholders on or about                 , 2021.


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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by NewCo, DCRN or Tritium. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of NewCo, DCRN or Tritium since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.


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DECARBONIZATION PLUS ACQUISITION CORPORATION II

2744 Sand Hill Road, Suite 100

Menlo Park, California 94025

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF DECARBONIZATION PLUS ACQUISITION CORPORATION II

TO BE HELD                 , 2021

To the Stockholders of Decarbonization Plus Acquisition Corporation II:

NOTICE IS HEREBY GIVEN that the special meeting (the “DCRN special meeting”) of stockholders of Decarbonization Plus Acquisition Corporation II (“DCRN” and such stockholders, the “DCRN stockholders”) will be held at                 , Eastern time, on                 , 2021, via live webcast at the following address:                 . At the DCRN special meeting, DCRN stockholders will be asked to consider and vote upon the following proposals:

 

  

Business Combination Proposal — To approve and adopt the Business Combination Agreement, dated as of May 25, 2021 (as amended by the First Amendment to the Business Combination Agreement, dated July 27, 2021, the “Business Combination Agreement”), among DCRN, Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (“Tritium”), Tritium DCFC Limited, an Australian unlisted public company limited by shares (“NewCo”), Hulk Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) DCRN, NewCo, Tritium and all existing Tritium shareholders will enter into a share transfer agreement (the “Share Transfer Agreement”) pursuant to which, at the closing of the Business Combination (the “Closing”), the holders of all of the shares in the capital of Tritium (“Tritium Shares”) will transfer their Tritium Shares to NewCo in exchange for an aggregate of 120,000,000 fully paid ordinary shares in the capital of NewCo valued at $10.00 per share (“NewCo Ordinary Shares”) to be issued simultaneously with the issuance of NewCo Ordinary Shares in connection with the Merger (as defined below) (the “Share Transfer”), and as a result, NewCo will be the ultimate parent company of Tritium and the Tritium Subsidiaries and (ii) at the Closing, Merger Sub will merge with and into DCRN, with DCRN surviving as a wholly owned subsidiary of NewCo (the “Merger”), and pursuant to the Merger, (1) each holder of DCRN’s Class A common stock, par value $0.0001 per share, which are subject to possible redemption (“DCRN Class A Common Stock”), will receive in exchange for its shares of DCRN Class A Common Stock an equal number of NewCo Ordinary Shares (such exchange, the “Share Exchange”) and (2) each warrant to purchase shares of DCRN Class A Common Stock (the “DCRN warrants”) will automatically convert into a warrant to purchase NewCo Ordinary Shares (“NewCo Warrants” and such conversion, the “Warrant Conversion” and together with the Share Exchange, the “Merger Exchanges”). The Closing is subject to certain customary conditions, including, among other things, that DCRN have Trust Cash (as defined in the Business Combination Agreement) plus the aggregate proceeds received by NewCo from the PIPE Financing (as defined below) equaling at least $200 million. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the First Amendment to the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1.

 

  

The NewCo Constitution Proposal — On a non-binding advisory basis, to approve the governance provisions contained in the constitution of NewCo (the “Constitution”) that materially affect DCRN stockholder rights, presented separately in accordance with the U.S. Securities and Exchange Commission (the “SEC”) guidance (the “NewCo Constitution Proposal” or “Proposal No. 2”).

The full text of the Constitution is attached to this proxy statement/prospectus as Annex B.

 

  

Adjournment Proposal — To approve the adjournment of the DCRN special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that


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there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the NewCo Constitution Proposal, the “Proposals”).

In connection with the Business Combination, DCRN, NewCo and Palantir Technologies Inc. (“Palantir”) have entered into a subscription agreement, dated July 27, 2021 (the “Subscription Agreement”), pursuant to which Palantir agreed to subscribe for and purchase, and NewCo agreed to issue and sell to Palantir, 1,500,000 NewCo Ordinary Shares (the “PIPE Shares”) for a purchase price of $10.00 per share, for an aggregate purchase price of $15.0 million (the “PIPE Financing”). The PIPE Shares to be issued pursuant to the Subscription Agreement will not be registered under the Securities Act of 1933 (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. NewCo has granted Palantir certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing.

The DCRN special meeting will be completely virtual. There will be no physical meeting location and the DCRN special meeting will only be conducted via live webcast at the following address:                .

The record date for the DCRN special meeting is                 , 2021. Only holders of record of DCRN Class A Common Stock and DCRN Class B Common Stock at the close of business on                , 2021 are entitled to notice of, and to vote at, the virtual DCRN special meeting and any adjournments or postponements thereof. A complete list of DCRN stockholders of record entitled to vote at the virtual DCRN special meeting will be available at the virtual DCRN special meeting and for ten days before the virtual DCRN special meeting at DCRN’s principal executive offices for inspection by DCRN stockholders during ordinary business hours for any purpose germane to the virtual DCRN special meeting.

Whether or not you plan to attend the DCRN special meeting online, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your DCRN public shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your DCRN public shares or, if you wish to attend the DCRN special meeting and vote online, you must obtain a proxy from your broker or bank.

Pursuant to DCRN’s amended and restated certificate of incorporation, dated February 3, 2021 (the “DCRN Charter”), DCRN is providing the holders of shares of DCRN Class A Common Stock originally sold as part of the DCRN units issued in DCRN’s initial public offering (the “DCRN IPO” and such holders, the “DCRN public stockholders”) with the opportunity to redeem, upon Closing, shares of DCRN Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to DCRN to pay its franchise and income taxes) from the DCRN IPO and a concurrent private placement of warrants to the Decarbonization Plus Acquisition Sponsor II, LLC, a Delaware limited liability company (“DCRN Sponsor”) and DCRN’s independent directors (together with DCRN Sponsor, the “DCRN initial stockholders”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of September 30, 2021, of approximately $402.5 million, the estimated per share redemption price would have been approximately $10.00. DCRN public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a DCRN public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding shares of DCRN Class A Common Stock sold in the DCRN IPO. Holders of DCRN public warrants sold in the DCRN IPO, which are exercisable for shares of DCRN Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. DCRN Sponsor, and DCRN’s officers and directors have agreed to waive their redemption rights in connection with the


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consummation of the Business Combination with respect to any shares of DCRN Class A Common Stock they may hold, and shares of DCRN Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, DCRN initial stockholders own approximately 20% of outstanding DCRN Common Stock, including all of the shares of DCRN Class B Common Stock. DCRN Sponsor, and DCRN’s officers and directors have agreed to vote any shares of DCRN Common Stock owned by them in favor of the Business Combination.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE DCRN REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO DCRN’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE VIRTUAL DCRN SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

DCRN may not consummate the Business Combination unless the Business Combination Proposal is approved at the DCRN special meeting. The NewCo Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote thereon at the DCRN special meeting, voting as a single class. Approval of each of the NewCo Constitution Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote and actually cast thereon at the DCRN special meeting, voting as a single class.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “For” each of Proposal Nos. 1, 2 and 3. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not virtually attend the DCRN special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the DCRN special meeting and, if a quorum is present, will have no effect on the NewCo Constitution Proposal or the Adjournment Proposal, but will have the same effect as a vote “Against” the Business Combination Proposal. If you are a stockholder of record and you virtually attend the DCRN special meeting and wish to vote, you may withdraw your proxy and vote online.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. DCRN encourages you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call DCRN’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, or banks and brokerage firms, please call collect at (203) 658-9400.

                , 2021

By Order of the Board of Directors

Erik Anderson

Chief Executive Officer and Director


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TABLE OF CONTENTS

 

   Page 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

   ii 

MARKET AND INDUSTRY DATA

   ii 

PRESENTATION OF FINANCIAL INFORMATION

   iii 

CERTAIN DEFINED TERMS

   vi 

SUMMARY TERM SHEET

   1 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE DCRN SPECIAL MEETING

   6 

SUMMARY

   23 

RISK FACTORS

   40 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   94 

DCRN SPECIAL MEETING

   96 

THE BUSINESS COMBINATION

   102 

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

   134 

MATERIAL AUSTRALIAN TAX CONSIDERATIONS

   153 

THE BUSINESS COMBINATION AGREEMENT AND RELATED AGREEMENTS

   158 

REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

   170 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   172 

BUSINESS OF NEWCO BEFORE THE BUSINESS COMBINATION

   188 

BUSINESS OF DCRN AND CERTAIN INFORMATION ABOUT DCRN

   190 

DCRN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   205 

BUSINESS OF TRITIUM AND CERTAIN INFORMATION ABOUT TRITIUM

   210 

TRITIUM MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   228 

EXECUTIVE COMPENSATION

   254 

MANAGEMENT OF NEWCO AFTER THE BUSINESS COMBINATION

   262 

DESCRIPTION OF NEWCO SECURITIES

   275 

COMPARISON OF SHAREHOLDER RIGHTS

   287 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   302 

BENEFICIAL OWNERSHIP OF NEWCO SECURITIES

   307 

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

   311 

PROPOSAL NO. 2 — THE NEWCO CONSTITUTION PROPOSAL

   312 

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

   313 

LEGAL MATTERS

   314 

EXPERTS

   314 

HOUSEHOLDING INFORMATION

   314 

TRANSFER AGENT AND REGISTRAR

   314 

FUTURE SHAREHOLDER PROPOSALS

   314 

SUBMISSION OF STOCKHOLDER PROPOSALS

   315 

WHERE YOU CAN FIND MORE INFORMATION

   315 

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

   F-1 

ANNEX A — BUSINESS COMBINATION AGREEMENT

   A-1 

ANNEX A-1 — FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT

   A-1-1 

ANNEX B — FORM OF CONSTITUTION OF NEWCO

   B-1 

ANNEX C — SPONSOR SUPPORT AGREEMENT

   C-1 

ANNEX D — COMMITMENT AGREEMENT

   D-1 

ANNEX E — TERMINATION FEE SIDE LETTER

   E-1 

ANNEX F — FORM OF A&R REGISTRATION RIGHTS AGREEMENT

   F-1 

ANNEX G — EXIT NOTICE

   G-1 

ANNEX H — FORM OF SHARE TRANSFER AGREEMENT

   H-1 

ANNEX I — FORM OF LOCK-UP AGREEMENT

   I-1 

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by NewCo, as it may be amended or supplemented from time to time (File No. 333-259793) (the “Registration Statement”), serves as:

 

  

A notice of meeting and proxy statement of DCRN under Section 14(a) of the Exchange Act, for the DCRN special meeting being held on                 , 2021, where DCRN stockholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Proposals described herein; and

 

  

A prospectus of NewCo under Section 5 of the Securities Act with respect to the (i) NewCo Ordinary Shares that DCRN stockholders and Tritium shareholders will receive in the Business Combination; (ii) NewCo Warrants that holders of DCRN warrants will receive in the Business Combination and (iii) NewCo Ordinary Shares that may be issued upon exercise of the NewCo Warrants.

This proxy statement/prospectus incorporates important business and financial information about DCRN, NewCo and Tritium that is not included in or delivered with the document.

This information is available without charge to you upon written or oral request. To make this request, you should contact DCRN’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: DCRN.info@investor.morrowsodali.com

To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the DCRN special meeting.

You may also obtain additional information about DCRN from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find Additional Information.”

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning NewCo’s and Tritium’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by NewCo’s and Tritium’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which NewCo and Tritium operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, NewCo and Tritium obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, NewCo and Tritium do not expressly refer to the sources from which this data is derived. In that regard, when NewCo and Tritium refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that NewCo and Tritium paid for, sponsored, or conducted, unless otherwise expressly stated or the

 

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context otherwise requires. While NewCo and Tritium have compiled, extracted, and reproduced industry data from these sources, NewCo and Tritium have not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward- Looking Statements.

TRADEMARKS AND TRADE NAMES

Tritium and DCRN own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/prospectus also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to create, and does not imply, a relationship with Tritium, NewCo or DCRN, or an endorsement or sponsorship by or of Tritium, NewCo or DCRN. Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Tritium, NewCo or DCRN will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PRESENTATION OF FINANCIAL INFORMATION

NewCo was established on May 7, 2021 for the purpose of effectuating the Business Combination described herein. NewCo has no material assets or liabilities and does not operate any businesses. Accordingly, no financial statements of NewCo have been included in this proxy statement/prospectus. This proxy statement/prospectus contains:

 

  

the audited consolidated financial statements of DCRN as of December 31, 2020 and for the period from December 4, 2020 (inception) to December 31, 2020 and the unaudited consolidated financial statements of DCRN as of and for the nine months ended September 30, 2021; and

 

  

the audited consolidated financial statements of Tritium as of and for the fiscal years ended June 30, 2021 and 2020.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited and unaudited consolidated financial statements of DCRN and Tritium, as applicable, included in this proxy statement/prospectus. Where information is identified as “unaudited,” it has not been subject to an audit. Unless otherwise indicated, financial information of DCRN and Tritium has been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

As presented herein, Tritium publishes its consolidated financial statements in U.S. dollars. DCRN also publishes its consolidated financial statements in U.S. dollars. In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars and all references to “A$” and “AUD” mean Australian dollars.

 

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EXCHANGE RATES

NewCo’s reporting currency will be the U.S. dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. For NewCo, the Australian dollar is the functional currency. The functional currency of NewCo’s subsidiaries will generally be the local currency.

The translation of foreign currencies into U.S. dollars is performed for assets and liabilities at the end of each reporting period based on the then current exchange rates. For revenue and expense accounts, an average monthly foreign currency rate is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars will be recorded as part of a separate component of shareholders’ deficit and reported in NewCo’s Consolidated Statements of Comprehensive Loss. Foreign currency transaction gains and losses will be included in other income (expense), net for the period.

 

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NON-GAAP FINANCIAL MEASURES

Segment gross (loss), a measure Tritium management uses to assess the operating performance of its segments, is a non-GAAP measure for reporting used by Tritium calculated as total revenue less total cost of goods sold (exclusive of depreciation).

Segment gross margin, a measure Tritium management uses to assess the operating performance of its segments, is Segment gross (loss) expressed as a percentage of total revenue. Tritium offers a range of EV chargers with each charger having a varied contribution to Segment gross (loss).

Segment gross (loss) and Segment gross margin vary from period to period due to the mix of products sold, manufacturing costs and warranty costs.

Financial measures that are not in accordance with U.S. GAAP should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with U.S. GAAP. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because of these limitations, Tritium relies primarily on its U.S. GAAP results and uses Segment gross (loss) and Segment gross margin only as supplements. For the purpose of reconciling non-GAAP financial measures to the most directly comparable GAAP measures, Tritium has calculated gross (loss) and gross margin inclusive of the allocation of relevant depreciation and amortization in accordance with GAAP. Gross (loss) is calculated as total revenue less total cost of goods sold (exclusive of depreciation) and depreciation expense attributable to segments, gross margin is gross (loss) expressed as a percentage of total revenue. It is to be noted that GAAP gross (loss) and gross margin are not presented in the financial statements. See below for reconciliations of Segment gross (loss) to gross (loss) and Segment gross margin to gross margin:

 

   Group 
   Year Ended
June 30, 2021
$’000
  Year Ended
June 30, 2020
$’000
 

Total revenue

   56,157   46,969 

Total cost of goods sold (exclusive of depreciation)

   (58,061  (47,943

Segment depreciation expense

   (926  (584
  

 

 

  

 

 

 

Gross (loss)

   (2,830  (1,558
  

 

 

  

 

 

 

Add back

   

Segment depreciation expense

   (926  (584
  

 

 

  

 

 

 

Segment gross (loss)

   (1,904  (974
  

 

 

  

 

 

 

Gross (loss)

   (2,830  (1,558

Total revenue

   56,157   46,969 
  

 

 

  

 

 

 

Gross margin

   (5.0)%   (3.3)% 
  

 

 

  

 

 

 

Segment gross (loss)

   (1,904  (974

Total revenue

   56,157   46,969 
  

 

 

  

 

 

 

Segment gross margin

   (3.4)%   (2.1)% 

 

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

 

  

“A&R Registration Rights Agreement” are to that certain amended and restated registration rights agreement of DCRN to be entered into concurrently with the Closing, a copy of which is attached hereto as Annex F;

 

  

“Antitrust Division” are to the Antitrust Division of the U.S. Department of Justice;

 

  

“ASC” are to the FASB Accounting Standards Codification;

 

  

“ASIC” are to the Australian Securities and Investments Commission;

 

  

“BEV” means a battery-powered EV;

 

  

“Business Combination” are to the transactions contemplated by the Business Combination Agreement;

 

  

“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of May 25, 2021, by and among DCRN, Tritium, Merger Sub and NewCo, a copy of which is attached hereto as Annex A, as amended by the First Amendment to the Business Combination Agreement, dated as of July 27, 2021, a copy of which is attached hereto as Annex A-1, unless the context otherwise implies, the definition of the Business Combination Agreement refers to the Business Combination Agreement as amended;

 

  

“CIGNA Loan” are collectively to the Senior Loan Note Subscription Agreement, dated April 30, 2020, between, among other parties, Tritium, Commonwealth Bank of Australia, CBA Corporate Services (NSW) Pty Limited and HealthSpring Life & Health Insurance Company, and to the subsequent expansion of the loan;

 

  

“Closing” are to the closing of the Business Combination;

 

  

“Closing Date” are to the date on which the Closing occurs;

 

  

“Code” are to the U.S. Internal Revenue Code of 1986, as amended;

 

  

“Commitment Agreement” are to the commitment agreement, dated May 25, 2021, by and among DCRN, NewCo and the Committed Shareholders, a copy of which is attached hereto as Annex D;

 

  

“Committed Shareholders” are to St Baker Energy Holdings Pty Ltd, as trustee for the St Baker Energy Innovation Trust, Ilwella Pty Ltd, Varley Holdings Pty. Limited and Finnmax Pty Ltd, as trustee for The Finn Family Trust, collectively;

 

  

“Constitution” are to the constitution of NewCo, a form of which is attached hereto as Annex B;

 

  

“Convertible Notes” are to those convertible notes issued by Tritium to existing shareholders of Tritium in January 2021 and May 2021;

 

  

“Corporations Act” are to the Australian Corporations Act 2001 (Cth);

 

  

“CPO” are to charge point operators;

 

  

“DC” are to direct current;

 

  

“DCRN” are to Decarbonization Plus Acquisition Corporation II, a Delaware corporation;

 

  

“DCRN Board” are to the board of directors of DCRN;

 

  

“DCRN Charter” are to DCRN’s amended and restated certificate of incorporation, dated February 3, 2021;

 

  

“DCRN Class A Common Stock” are to DCRN’s Class A common stock, par value $0.0001 per share, which are subject to possible redemption;

 

  

“DCRN Class B Common Stock” are to DCRN’s Class B common stock, par value $0.0001 per share;

 

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“DCRN Common Stock” are to the DCRN Class A Common Stock and the DCRN Class B Common Stock;

 

  

“DCRN Founder Shares” are to the outstanding shares of DCRN Class B Common Stock;

 

  

“DCRN initial stockholders” are to the holders of DCRN Founder Shares, which includes DCRN Sponsor and DCRN’s independent directors;

 

  

“DCRN IPO” are to DCRN’s initial public offering of DCRN units, which closed on February 8, 2021;

 

  

“DCRN management” are to DCRN’s officers and directors;

 

  

“DCRN Preferred Stock” are to DCRN’s preferred stock, par value $0.0001 per share;

 

  

“DCRN private placement warrants” are to the DCRN warrants issued to DCRN Sponsor and certain of DCRN’s independent directors in a private placement simultaneously with the closing of the DCRN IPO;

 

  

“DCRN public shares” are to shares of DCRN Class A Common Stock sold as part of the DCRN units in the DCRN IPO (whether they were purchased in the DCRN IPO or thereafter in the open market);

 

  

“DCRN public stockholders” are to the holders of DCRN public shares;

 

  

“DCRN public warrants” are to the DCRN warrants sold as part of the DCRN units in the DCRN IPO (whether they were purchased in the DCRN IPO or thereafter in the open market);

 

  

“DCRN special meeting” are to the special meeting of stockholders of DCRN that is the subject of this proxy statement and any adjournments or postponements thereof;

 

  

“DCRN Sponsor” are to Decarbonization Plus Acquisition Sponsor II, LLC, a Delaware limited liability company, and an affiliate of Riverstone;

 

  

“DCRN stockholders” are to the DCRN initial stockholders and the DCRN public stockholders, collectively;

 

  

“DCRN Warrant Agreement” are to the Warrant Agreement, dated February 3, 2021, between DCRN and Continental Stock Transfer and Trust Company, as warrant agent;

 

  

“DCRN units” are to the units of DCRN sold in the DCRN IPO, each of which consists of one share of DCRN Class A Common Stock and one-third of one DCRN warrant;

 

  

“DCRN unitholders” are to the holders of DCRN units;

 

  

“DCRN warrants” are to the DCRN private placement warrants and the DCRN public warrants, collectively;

 

  

“DCRN warrant holders” are to the holders of DCRN warrants;

 

  

“Deadline Date” are to February 8, 2023, the deadline for DCRN to complete its Initial Business Combination;

 

  

“DGCL” are to the General Corporation Law of the State of Delaware;

 

  

“Distributed Chargers” are to distributed charging systems that can have multiple user units all connected in one system;

 

  

“DTC” are to The Depository Trust Company;

 

  

“Effective Time” are to the effective time of the Merger;

 

  

“EGC” are to an emerging growth company, as defined in Section 2(a)(19) of the Securities Act;

 

  

“EV” means electric vehicle;

 

  

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

  

“Exit Notice” are to the Exit Notice delivered by certain Tritium shareholders to Tritium on May 17, 2021 pursuant to the Shareholders’ Deed, a copy of which is attached hereto as Annex G;

 

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“FASB” are to the Financial Accounting Standards Board;

 

  

“FATA” are to the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth);

 

  

“FCPA” are to the Foreign Corrupt Practices Act of 1977, as amended;

 

  

“FIRB” are to the Foreign Investment Review Board of Australia;

 

  

“First Amendment to the Business Combination Agreement” are to that First Amendment to the Business Combination Agreement, dated as of July 27, 2021, by and among DCRN, Tritium, Merger Sub and NewCo, a copy of which is attached hereto as Annex A-1;

 

  

“FTC” are to the U.S. Federal Trade Commission;

 

  

“Gilbarco” are to Gilbarco Inc., an affiliate of Vontier and a subsidiary of Vontier Corp.;

 

  

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

  

“Initial Business Combination” are to DCRN’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

 

  

“IP65” are to an “Ingress Protection 65” rating, which means the product is expected to be “dust tight” and protected against water projected from a nozzle;

 

  

“IRS” are to the U.S. Internal Revenue Service;

 

  

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

  

“kW” means kilowatt;

 

  

“Listing Rules” are to the exchange listing rules of the NASDAQ;

 

  

“Lock-Up Agreement” are to the Lock-Up Agreement to be entered into by Tritium shareholders, NewCo, Tritium and DCRN, a form of which is attached hereto as Annex I;

 

  

“Merger” are to the merger of Merger Sub with and into DCRN, with DCRN surviving the merger as a wholly owned subsidiary of NewCo;

 

  

“Merger Exchanges” are to the Warrant Conversion and the Share Exchange;

 

  

“Merger Sub” are to Hulk Merger Sub, Inc., a Delaware corporation;

 

  

“Merger Sub Common Stock” are to the authorized common stock of Merger Sub consisting of 1,000 shares of common stock, par value of $0.01 per share;

 

  

“Minimum Cash Condition” are to the condition for Closing that DCRN have Trust Cash (as defined in the Business Combination Agreement) plus the aggregate proceeds received by NewCo from the PIPE Financing equal to at least $200 million;

 

  

“MSC” means modular, scalable charging;

 

  

“NASDAQ” are to the NASDAQ Capital Market;

 

  

“NewCo” are to Tritium DCFC Limited, an Australian unlisted public company limited by shares;

 

  

“NewCo Board” are to the board of directors of NewCo;

 

  

“NewCo Directors” are to the directors of NewCo;

 

  

“NewCo Ordinary Shares” are to the fully paid ordinary shares in the capital of NewCo;

 

  

“NewCo Warrants” are to the warrants to purchase one whole NewCo Ordinary Share, including the NewCo Private Placement Warrants and the NewCo Public Warrants;

 

  

“NewCo Private Placement Warrants” are to the NewCo Warrants into which the DCRN private placement warrants will automatically convert in the Warrant Conversion at the Effective Time;

 

  

“NewCo Public Warrants” are to the NewCo Warrants into which the DCRN public warrants will automatically convert in the Warrant Conversion at the Effective Time;

 

  

“NewCo shareholders” are to the holders of NewCo Ordinary Shares;

 

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“OEM” means original equipment manufacturer;

 

  

“Outside Date” are to January 14, 2022;

 

  

“Over-allotment DCRN units” are to the DCRN units purchased by the underwriters pursuant to the over-allotment option in connection with the DCRN IPO;

 

  

“Palantir” are to Palantir Technologies Inc.;

 

  

“PFIC” means passive foreign investment company;

 

  

“PIPE Financing” are to the private offering of the PIPE Shares to Palantir for a purchase price of $10.00 per share, for an aggregate purchase price of $15.0 million, in connection with the Business Combination;

 

  

“PIPE Funds” are to the proceeds from the PIPE Financing;

 

  

“PIPE Shares” are to the 1,500,000 NewCo Ordinary Shares to be issued in the PIPE Financing;

 

  

“Redemption Shares” are to the shares of DCRN Class A Common Stock with respect to which a DCRN public stockholder has validly exercised its redemption rights in accordance with the DCRN Charter;

 

  

“Registration Statement” are to this registration statement on Form F-4 filed with the SEC by NewCo, as it may be amended or supplemented from time to time, of which this proxy statement/prospectus forms a part;

 

  

“Resale Registration Statement” are to the registration statement registering the resale of certain securities held by or issuable to certain existing shareholders of DCRN and Tritium to be filed by NewCo pursuant to the A&R Registration Rights Agreement;

 

  

“Riverstone” are to Riverstone Investment Group LLC, a Delaware limited liability company, and its affiliates;

 

  

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

 

  

“SEC” are to the U.S. Securities and Exchange Commission;

 

  

“Securities Act” are to the Securities Act of 1933, as amended;

 

  

“Share Exchange” are to the exchange of DCRN Class A Common Stock for NewCo Ordinary Shares at the Effective Time;

 

  

“Share Transfer” are to the transfer of the Tritium Shares by the Tritium shareholders to NewCo in exchange for an aggregate of 120,000,000 NewCo Ordinary Shares to be issued simultaneously with the Merger Exchanges;

 

  

“Share Transfer Agreement” are to the share transfer agreement to be entered into by DCRN, NewCo, Tritium and all existing Tritium shareholders, the form of which is attached hereto as Annex H;

 

  

“Shareholder Loan” are to the Shareholder Loan Agreement, dated May 5, 2020, by and between Tritium and St. Baker Energy Holdings Pty Ltd, a shareholder of Tritium;

 

  

“Shareholders’ Deed” are to the Shareholders’ Deed dated August 30, 2018 in relation to Tritium;

 

  

“SLA” are to service level agreement;

 

  

“Sponsor Support Agreement” are to that certain letter agreement, dated as of May 25, 2021, by and among DCRN Sponsor, DCRN, NewCo and Tritium, a copy of which is attached hereto as Annex C;

 

  

“Stand Alone products” or “Stand Alone chargers” are to charging systems involving single user units;

 

  

“Subscription Agreement” are to the subscription agreement, dated July 27, 2021, by and among DCRN, NewCo and Palantir;

 

  

“Termination Fee Side Letter” are to the letter agreement, dated as of May 25, 2021, by and between DCRN and the Committed Shareholders, a copy of which is attached hereto as Annex E;

 

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“Transaction” are to the transactions contemplated by the Business Combination Agreement;

 

  

“Tritium” are to Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares;

 

  

“Tritium Australia” are to Tritium Pty Ltd;

 

  

“Tritium Directors” are to the directors of Tritium;

 

  

“Tritium Group” are to Tritium and its controlled entities;

 

  

“Tritium Group Member” are to Tritium and each Tritium Subsidiary;

 

  

“Tritium shareholders” are to the holders of Tritium Shares (for the avoidance of doubt, the references to the “Tritium shareholders” and “the existing Tritium shareholders” in this proxy statement/prospectus in connection with the issuance of NewCo Ordinary Shares are references to each Tritium shareholder (other than Tritium) and each person that holds the beneficial interest in Tritium Shares that are held by Tritium Nominee Pty Ltd as trustee for that beneficial holder);

 

  

“Tritium Shares” means all of the shares in the capital of Tritium;

 

  

“Tritium Subsidiary” means each direct and indirect subsidiary of Tritium;

 

  

“Trust Account” are to the trust account that holds the proceeds (including interest not previously released to DCRN to pay its franchise and income taxes) from the DCRN IPO and the concurrent private placement of the DCRN private placement warrants;

 

  

“U.S. GAAP” means generally accepted accounting principles in the United States;

 

  

“Vontier” are to GGC International Holdings LLC, a Delaware limited liability company; and

 

  

“Warrant Conversion” are to the automatic conversion of DCRN warrants into NewCo Warrants at the Effective Time.

Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus assume the following:

 

  

no DCRN public stockholders elect to have their DCRN public shares redeemed;

 

  

at Closing, 120,000,000 NewCo Ordinary Shares are issued to the Tritium shareholders;

 

  

1,500,000 NewCo Ordinary Shares are issued in the PIPE Financing;

 

  

none of the DCRN initial stockholders, Palantir or Tritium shareholders purchase shares of DCRN Class A Common Stock in the open market;

 

  

DCRN Sponsor has not made any working capital loans to DCRN; and

 

  

that there are no other issuances of equity interests of DCRN or Tritium prior to or in connection with the Closing.

Further, unless otherwise specified, the share counts, and other information set forth in this proxy statement/prospectus, do not take into account the (i) DCRN warrants currently outstanding or (ii) the NewCo Warrants which will remain outstanding following the Business Combination and may be exercised at a later date.

In accordance with the DCRN Charter, shares of DCRN Class B Common Stock will automatically convert into shares of DCRN Class A Common Stock on a one-for-one basis at the Effective Time, resulting in the issuance of 10,062,500 shares of DCRN Class A Common Stock in the aggregate.

Certain sections in this proxy statement/prospectus refer to a maximum redemption scenario. Unless otherwise specified, that scenario assumes for illustrative purposes that 18,713,050 shares of DCRN Class A Common Stock are redeemed in connection with the Closing, resulting in an aggregate payment of approximately $187.1 million from the Trust Account to the DCRN public stockholders. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination and DCRN Special Meeting” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters summarized below.

 

  

DCRN is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information about DCRN, see the section entitled “Business of DCRN and Certain Information About DCRN.”

 

  

There are currently 40,250,000 shares of DCRN Class A Common Stock and 10,062,500 shares of DCRN Class B Common Stock issued and outstanding. In addition, there are currently 20,783,334 DCRN warrants outstanding, consisting of 13,416,667 DCRN public warrants and 7,366,667 DCRN private placement warrants. Each whole warrant entitles the holder to purchase one whole share of DCRN Class A Common Stock for $11.50 per share. The DCRN warrants will become exercisable on the later of 30 days after the Closing or 12 months from the closing of the DCRN IPO and will expire five years after the Closing or earlier upon redemption or liquidation. At the Closing, each DCRN warrant will automatically convert into one NewCo Warrant. Once the warrants become exercisable, NewCo may redeem warrants in certain circumstances. See the section entitled “Description of NewCo Securities—NewCo Warrants.”

 

  

Tritium is a developer and manufacturer of DC fast chargers for EVs headquartered in Brisbane. For more information regarding Tritium, see the section entitled “Business of Tritium and Certain Information About Tritium.”

 

  

DCRN, Tritium, NewCo and Merger Sub entered into the Business Combination Agreement on May 25, 2021, and subsequently amended the Business Combination Agreement on July 27, 2021 pursuant to the First Amendment to the Business Combination Agreement to reflect the PIPE Financing. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the First Amendment to the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1.

 

  

Pursuant to the Business Combination Agreement, (i) DCRN, Newco, Tritium and all existing shareholders of Tritium will enter into the Share Transfer Agreement pursuant to which, (A) at the Closing, the Tritium shareholders will transfer their Tritium Shares to NewCo in exchange for 120,000,000 NewCo Ordinary Shares and (B) NewCo will become the ultimate parent company of Tritium and the Tritium Subsidiaries and (ii) on the date of Closing, Merger Sub will merge with and into DCRN, with DCRN surviving as a wholly owned subsidiary of NewCo, as a result of which (A) each share of DCRN Class A Common Stock will be exchanged for one NewCo Ordinary Share and (B) each DCRN warrant will automatically convert into one NewCo Warrant. At the Effective Time, the DCRN Founder Shares will be cancelled and converted into DCRN Class A Common Stock in accordance with the DCRN Charter and, accordingly, will be exchanged for NewCo Ordinary Shares pursuant to the Merger.

 

  

In connection with the Business Combination Agreement, DCRN entered into the following agreements:

 

  

Sponsor Support Agreement. DCRN entered into the Sponsor Support Agreement on May 25, 2021 with DCRN Sponsor, NewCo and Tritium, pursuant to which, among other things, DCRN Sponsor agreed to (i) waive the anti-dilution rights set forth in the DCRN Charter with respect to DCRN Founder Shares held by it, (ii) vote all the DCRN Class A Common Stock and DCRN Founder Shares held by it in favor of the adoption and approval of the Business Combination

 

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Agreement and the Business Combination, (iii) not transfer the DCRN Founder Shares (or NewCo Ordinary Shares issuable upon conversion thereof in the Merger) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) if the last sale price of the NewCo Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which NewCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s shareholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property and (iv) not transfer any DCRN warrants (or NewCo Ordinary Shares issued or issuable upon the exercise of the DCRN warrants) until 30 days after the Closing. For more information about the Sponsor Support Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

  

Commitment Agreement. DCRN and NewCo entered into the Commitment Agreement with each of the Committed Shareholders, pursuant to which, among other things, the Committed Shareholders agreed to execute and deliver the Share Transfer Agreement to DCRN, to exercise all voting rights attaching to their Tritium Shares to vote in favor of the Business Combination and of any resolutions pursuant to and necessary for the consummation of the Business Combination Agreement, and not to transfer their Tritium Shares. For more information about the Commitment Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

  

Termination Fee Side Letter. DCRN and the Committed Shareholders entered into the Termination Fee Side Letter, pursuant to which the Committed Shareholders agreed to pay, and cause certain other existing Tritium shareholders to pay, to DCRN a termination fee of $50.0 million if the Business Combination Agreement is terminated by (a) DCRN or Tritium as a result of the acquisition by GGC International Holdings LLC, a Delaware limited liability company (“Vontier”) of securities of Tritium (other than the acquisition of securities (i) not in accordance with the Shareholders’ Deed from another Tritium shareholder, (ii) of a de minimis amount from another Tritium shareholder or (iii) newly issued securities directly from Tritium and without violation of the Business Combination Agreement) pursuant to the Shareholders’ Deed, (b) DCRN or Tritium as a result of the Closing not having occurred prior to the Outside Date or (c) by Tritium if the Business Combination Agreement is terminated pursuant to certain events described therein, and in the case of clauses (b) and (c), at a time when Vontier has validly delivered a notice to exercise its rights under the Shareholders’ Deed to Tritium that has not been revoked or withdrawn. For more information about the Termination Fee Side Letter, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

  

In connection with the Business Combination Agreement but following the execution thereof, DCRN entered into the following Agreements:

 

  

Subscription Agreement. DCRN, NewCo and Palantir entered into the Subscription Agreement on July 27, 2021, pursuant to which Palantir agreed to subscribe for and purchase, and NewCo agreed to issue and sell to Palantir, 1,500,000 NewCo Ordinary Shares for a purchase price of $10.00 per share and an aggregate purchase price of $15.0 million. The PIPE Shares to be issued pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. NewCo has granted Palantir certain registration rights in connection with the PIPE Financing. Pursuant to the Subscription Agreement, NewCo agreed that, within 30 calendar days after the closing of the PIPE Financing, NewCo will file with the SEC (at NewCo’s sole cost and expense) a registration statement registering the resale of the PIPE Shares and NewCo will use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreement will

 

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take place immediately prior to or substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Business Combination. For more information about the Subscription Agreement and the PIPE Financing, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements—PIPE Financing.”

 

  

Vontier Release. On August 1, 2021, DCRN, Tritium, NewCo and Vontier entered into a Release Deed (the “Vontier Release”), pursuant to which, among other things, Vontier agreed to waive all of its rights under clause 19 of the Shareholders’ Deed (regarding its call option right to purchase Tritium at a market value set by a formal third-party valuation). In addition, Vontier agreed to execute and deliver the Share Transfer Agreement upon this Registration Statement becoming effective and execute a Lock-Up Agreement (as defined below) prior to Closing.

 

  

Prior to the execution of the Business Combination Agreement, on May 17, 2021, the Committed Shareholders issued the Exit Notice to Tritium and to each of the other holders of ordinary or C class shares in Tritium, of their intention to effect an exit proposal by way of a trade sale (being the proposed sale of Tritium Shares resulting from the Business Combination). Tritium and each Tritium shareholder is required, under the Shareholders’ Deed, to work together in good faith and use their best endeavors to ensure that the exit proposal is effected. For more information about the Exit Notice, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

  

Within two business days after the date on which this Registration Statement becomes effective, DCRN, Tritium, NewCo and each Tritium shareholder will enter the Share Transfer Agreement pursuant to which NewCo will make a rollover offer on the same terms to each Tritium shareholder to acquire all Tritium Shares held by that Tritium shareholder. The consideration for the purchase of the entire issued share capital of Tritium is the issue to Tritium shareholders by NewCo of 120,000,000 NewCo Ordinary Shares with a value of $10.00 per NewCo Ordinary Share. These NewCo Ordinary Shares will be issued to Tritium shareholders in their respective proportions at Closing. For more information about the Share Transfer Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

  

In connection with the Closing, NewCo will enter into, among others, the following agreements:

 

  

A&R Registration Rights Agreement. Concurrently with the Closing, DCRN will amend and restate its registration rights agreement, dated February 3, 2021, pursuant to which the existing Tritium shareholders will become party thereto and NewCo will agree that, within 30 calendar days after the Closing, NewCo will file with the SEC (at NewCo’s sole cost and expense) the Resale Registration Statement, and NewCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the holders party thereto can demand NewCo’s assistance with underwritten offerings and block trades. Such holders will be entitled to customary piggyback registration rights. For more information about the A&R Registration Rights Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.”

 

  

Lock-Up Agreements. Concurrently with the Closing, all existing Tritium shareholders, or their attorney-in-fact, will enter into a Lock-Up Agreement with NewCo, Tritium and DCRN, pursuant to which they will agree, subject to certain customary exceptions, not to (i) effect any sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any securities of NewCo, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of NewCo, whether any such transaction is to be settled by delivery of

 

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such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii), for six months after the Closing. For more information about the Lock-Up Agreements, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

 

  

NewCo Constitution. Pursuant to the terms of the Business Combination Agreement, the Constitution will be the constitution of NewCo following the Closing. The full text of the Constitution is attached to this proxy statement/prospectus as Annex B. See the section entitled “Proposal No. 2—The NewCo Constitution Proposal” for additional information.

 

  

The Closing is subject to the satisfaction (or waiver) of a number of conditions set forth in the Business Combination Agreement, including, among others, the Minimum Cash Condition and the approval by DCRN stockholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination—Conditions to Closing of the Business Combination.”

 

  

The Business Combination Agreement may be terminated, and the Business Combination may be abandoned at any time prior to the Closing, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Business Combination by DCRN stockholders, in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Termination.

 

  

The proposed business combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

 

  

Under the DCRN Charter, holders of DCRN Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the DCRN Charter. As of September 30, 2021, this would have amounted to approximately $10.00 per share. If a DCRN public stockholder exercises its redemption rights, then such holder will be exchanging its shares of DCRN Class A Common Stock for cash and will no longer own shares of DCRN Class A Common Stock and will not receive NewCo Ordinary Shares or participate in NewCo’s future growth, if any. Such a holder will be entitled to receive cash for its DCRN public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to DCRN’s transfer agent in accordance with the procedures described herein. For more information regarding these procedures, see the section entitled “DCRN Special Meeting—Redemption Rights.”

 

  

It is anticipated that, upon the Closing (assuming no redemptions by DCRN public stockholders of DCRN public shares), the ownership of NewCo will be as follows:

 

  

DCRN initial stockholders will hold 10,062,500 NewCo Ordinary Shares, which will constitute approximately 5.9% of the issued and outstanding NewCo Ordinary Shares;

 

  

DCRN public stockholders will hold 40,250,000 NewCo Ordinary Shares, which will constitute approximately 23.4% of the issued and outstanding NewCo Ordinary Shares;

 

  

Palantir will hold 1,500,000 NewCo Ordinary Shares, which will constitute approximately 0.9% of the issued and outstanding NewCo Ordinary Shares; and

 

  

the Tritium shareholders will hold 120,000,000 NewCo Ordinary Shares, which will constitute approximately 69.8% of the issued and outstanding NewCo Ordinary Shares.

See the section entitled “The Business Combination—Total NewCo Shares to Be Issued in the Business Combination” for more information.

The number of shares and the interests set forth above (a) assume (i) that no DCRN public stockholders elect to have their shares of DCRN Class A Common Stock redeemed and (ii) that there are no other issuances of equity interests of DCRN or NewCo, (b) do not take into account DCRN warrants that will be converted into NewCo Warrants in connection with the Closing and may be exercised at a later date and (c) take into account the DCRN Class B Common Stock, which will automatically convert into shares of DCRN Class A Common Stock on a one-for-one basis at the Effective Time.

 

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Assuming the maximum redemptions scenario, i.e., 18,713,050 shares of DCRN Class A Common Stock are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii) and (b) remain true, the ownership of NewCo upon the Closing will be as follows:

 

  

DCRN initial stockholders will hold 10,062,500 NewCo Ordinary Shares, which will constitute approximately 6.6% of the issued and outstanding NewCo Ordinary Shares;

 

  

DCRN public stockholders will hold 21,536,950 NewCo Ordinary Shares, which will constitute approximately 14.0% of the issued and outstanding NewCo Ordinary Shares;

 

  

Palantir will hold 1,500,000 NewCo Ordinary Shares, which will constitute approximately 1.0% of the issued and outstanding NewCo Ordinary Shares; and

 

  

the Tritium shareholders will hold 120,000,000 NewCo Ordinary Shares, which will constitute approximately 78.4% of the issued and outstanding NewCo Ordinary Shares.

The ownership percentages set forth above do not take into account DCRN warrants that will be converted into NewCo Warrants in connection with the Closing and may be exercised at a later date, but do include the DCRN Founder Shares, which will automatically convert into shares of DCRN Class A Common Stock on a one-for-one basis at the Effective Time. If the facts are different than these assumptions, the percentage ownership held by DCRN stockholders, Palantir and Tritium shareholders in NewCo following the Business Combination will be different. Please see the sections entitled “Summary—Ownership of NewCo After Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

  

The DCRN Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the DCRN Board’s decision-making process, see the section entitled “The Business Combination—DCRN Board’s Consideration of and Reasons for Approving the Business Combination.”

 

  

In addition to voting on the proposal to adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal” or “Proposal No. 1”) at the DCRN special meeting, the DCRN stockholders will also be asked to consider and vote on the approval of:

 

  

on a non-binding advisory basis, the governance provisions contained in the Constitution that materially affect DCRN stockholder rights, presented separately in accordance with SEC guidance (the “NewCo Constitution Proposal” or “Proposal No. 2”); and

 

  

the adjournment of the DCRN special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the NewCo Constitution Proposal, the “Proposals”).

For more information, see the sections entitled “Proposal No. 2—The NewCo Constitution Proposal,” and “Proposal No. 3—The Adjournment Proposal.”

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE DCRN SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the DCRN special meeting, including the proposed Business Combination. The following questions and answers do not include all the information that is important to DCRN stockholders. DCRN urges the DCRN stockholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

DCRN stockholders are being asked to consider and vote upon the Proposals, including the Business Combination Agreement, pursuant to which the Share Transfer and the Merger, and in connection with the Merger, the Merger Exchanges, will take place.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the First Amendment to the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

 

Q:

What is being voted on at the DCRN special meeting?

 

A:

DCRN stockholders will vote on the following Proposals at the DCRN special meeting.

 

 1.

The Business Combination Proposal — To adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination.

 

 2.

The NewCo Constitution Proposal — On a non-binding advisory basis, to approve the governance provisions contained in the Constitution that materially affect DCRN stockholder rights, presented separately in accordance with SEC guidance.

 

 3.

The Adjournment Proposal — To approve the adjournment of the DCRN special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal.

 

Q:

Are the Proposals conditioned on one another?

 

A:

DCRN may not consummate the Business Combination unless the Business Combination Proposal is approved at the DCRN special meeting. The NewCo Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

 

Q:

What will happen in the Business Combination?

 

A:

On May 25, 2021, DCRN, Tritium, NewCo and Merger Sub entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, (i) DCRN, NewCo, Tritium and all existing Tritium shareholders will enter into the Share Transfer Agreement, pursuant to which, at the closing of the Business Combination, Tritium shareholders

 

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 will transfer their Tritium Shares to NewCo in exchange for an aggregate of 120,000,000 NewCo Ordinary Shares to be issued simultaneously with the issuance of NewCo Ordinary Shares in connection with the Merger, and as a result, NewCo will be the ultimate parent company of Tritium and the Tritium Subsidiaries and (ii) at the closing of the Business Combination, Merger Sub will merge with and into DCRN, with DCRN surviving as a wholly owned subsidiary of NewCo, and pursuant to the Merger, each share of DCRN Class A Common Stock will be exchanged for one NewCo Ordinary Share and each DCRN warrant will automatically convert into one NewCo Warrant. At the Effective Time, the DCRN Founder Shares will be cancelled and converted into DCRN Class A Common Stock in accordance with the DCRN Charter and, accordingly, will be exchanged for NewCo Ordinary Shares pursuant to the Merger. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

 

Q:

How were the transaction structure and consideration for the Business Combination determined?

 

A:

Following the closing of the DCRN IPO, DCRN representatives commenced a robust search for businesses or assets to acquire for the purpose of consummating an Initial Business Combination. On February 8, 2021, Robert Tichio, a member of the DCRN Board, and John Staudinger, an affiliate of DCRN Sponsor, participated in a conference call with representatives of Credit Suisse Securities (USA) LLC (“Credit Suisse”) regarding a possible transaction between DCRN and Tritium. After further discussions, negotiations and the performance of extensive due diligence, on March 5, 2021, DCRN and Tritium executed a non-binding letter of intent and, on May 25, 2021, DCRN and Tritium executed the Business Combination Agreement. Please see the section entitled “The Business Combination—Background of the Business Combination” for additional information.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

There are several closing conditions in the Business Combination Agreement, including the approval by DCRN stockholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination—Conditions to Closing of the Business Combination.”

 

Q:

How will NewCo be managed and governed following the Business Combination?

 

A:

Upon consummation of the Business Combination, NewCo will be governed by the Constitution, which will be substantially in the form set forth in Annex B to this proxy statement/prospectus. The NewCo Board will be responsible for guiding NewCo’s mission and purpose and overseeing management. NewCo’s management team will be derived largely from existing Tritium employees and members of management, who will be responsible for the execution of the combined business’s strategy.

Please see the section entitled “Management of NewCo After the Business Combination” for more information.

 

Q:

Will NewCo obtain new financing in connection with the Business Combination?

 

A:

Yes. Palantir has committed to purchase from NewCo 1,500,000 NewCo Ordinary Shares, for an aggregate purchase price of approximately $15.0 million in the PIPE Financing.

 

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Q:

What equity stake will the current stockholders of DCRN, the holders of DCRN Founder Shares and the current Tritium shareholders hold in NewCo following the consummation of the Business Combination?

 

A:

DCRN, NewCo and Tritium anticipate that, upon the Closing, the ownership of NewCo will be as follows (totals may not add to 100.0% due to rounding):

 

   Assuming
No
Redemptions
   %
Shareholding
   Assuming
Maximum
Redemptions
   %
Shareholding
 

Shares held by former Tritium Shareholders(1)

   120,000,000    69.8    120,000,000    78.4 

Shares held by current DCRN public stockholders(2)

   40,250,000    23.4    21,536,950    14.0 

Shares held by DCRN initial stockholders(3)

   10,062,500    5.9    10,062,500    6.6 

Shares issued to Palantir(4)

   1,500,000    0.9    1,500,000    1.0 
  

 

 

     

 

 

   

Total NewCo Ordinary Shares

   171,812,500      153,099,450   
  

 

 

     

 

 

   

 

(1)

Pursuant to the Business Combination Agreement, the aggregate number of NewCo Ordinary Shares issued to the existing Tritium shareholders will equal 120 million.

(2)

Underlying shares of DCRN Class A Common Stock are subject to possible redemption. The maximum redemption scenario is determined based on the assumption that the Minimum Cash Condition of $200 million in the Trust Account is satisfied at Closing (after giving effect to the PIPE Funds, redemption payments and DCRN transaction expenses).

(3)

Shares held by DCRN Sponsor and DCRN’s management and board of directors.

(4)

Shares issued in exchange for $15.0 million of PIPE Funds.

Please see the sections entitled “Summary—Ownership of NewCo After Closing,” “Unaudited Pro Forma Condensed Combined Financial Information” and “The Business Combination—Total NewCo Shares to Be Issued in the Business Combination” for more information.

 

Q:

Will my rights as a shareholder of NewCo be different from my rights as a DCRN stockholder?

 

A:

Yes, there are certain material differences between your rights as a shareholder of NewCo and your rights as a DCRN stockholder. You are urged to read the sections entitled “Description of NewCo Securities” and “Comparison of Shareholder Rights.

 

Q:

Did the DCRN Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. The DCRN Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. DCRN’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of DCRN’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, DCRN’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the DCRN Board in valuing Tritium and assuming the risk that the DCRN Board may not have properly valued the business.

 

Q:

What happens if I sell my shares of DCRN Class A Common Stock before the DCRN special meeting?

 

A:

The record date for the DCRN special meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of DCRN Class A Common Stock after the record

 

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 date, but before the DCRN special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the DCRN special meeting. However, you will not be able to seek redemption of your shares of DCRN Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your shares of DCRN Class A Common Stock prior to the record date, you will have no right to vote those shares at the DCRN special meeting or seek redemption of those shares.

 

Q:

Why is DCRN proposing the NewCo Constitution Proposal?

 

A:

As required by applicable SEC guidance, DCRN is requesting that the DCRN stockholders consider and vote upon, on a non-binding advisory basis, a proposal to approve the governance provisions contained in the Constitution that materially affect stockholder rights. This non-binding advisory vote is not otherwise required by Delaware law and is separate and apart from the Business Combination Proposal, but consistent with SEC guidance, DCRN is submitting these Proposals to its stockholders separately for approval. Please see the section entitled “Comparison of Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information. However, the stockholder vote regarding this proposal is an advisory vote and is not binding on the DCRN Board. Furthermore, the Business Combination is not conditioned on the separate approval of the NewCo Constitution Proposal.

The full text of the Constitution is attached to this proxy statement/prospectus as Annex B. See the section entitled “Proposal No. 2—The NewCo Constitution Proposal” for additional information.

 

Q:

How has the announcement of the Business Combination affected the trading price of DCRN units, DCRN Class A Common Stock and DCRN warrants?

 

A:

On May 24, 2021, the last trading date before the public announcement of the Business Combination, DCRN units, DCRN Class A Common Stock and DCRN warrants closed at $9.99, $9.66 and $1.03, respectively. On                 , 2021 the trading date immediately prior to the date of this proxy statement/prospectus, DCRN units, DCRN Class A Common Stock and DCRN warrants closed at $                , $                 and $                , respectively.

 

Q:

Following the Business Combination, will DCRN’s securities continue to trade on a stock exchange?

 

A:

No. DCRN, Tritium and NewCo anticipate that, following consummation of the Business Combination, the DCRN Class A Common Stock, DCRN units and DCRN warrants will be delisted from the NASDAQ, and DCRN will be deregistered under the Exchange Act. Each share of DCRN Class A Common Stock will be exchanged for one NewCo Ordinary Share and each DCRN warrant will automatically convert into one NewCo Warrant.

NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing, the NewCo Ordinary Shares and NewCo Warrants will be listed under the ticker symbols “DCFC” and “DCFCW,” respectively. Please see the section entitled “The Business Combination—Listing of NewCo Ordinary Shares and NewCo Warrants on NASDAQ” for additional information.

 

Q:

How do the DCRN public warrants differ from the DCRN private placement warrants, and what are the related risks for any DCRN public warrant holders post Business Combination?

 

A:

The DCRN private placement warrants (including the shares of DCRN Class A Common Stock issuable upon exercise of the DCRN private placement warrants) are not transferable, assignable or salable until 30 days after the completion of the DCRN’s Initial Business Combination (except, among other limited exceptions, to DCRN’s officers and directors and other persons or entities affiliated with DCRN Sponsor),

 

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 and they will not be redeemable (except as described under “Description of NewCo Securities—NewCo Warrants—Redemption of DCRN Warrants for Cash When the Price Per Share of DCRN Class A Common Stock Equals or Exceeds $10.00”) so long as they are held by the initial purchasers of the DCRN private placement warrants or their or its permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the DCRN private placement warrants on a cashless basis. Otherwise, the DCRN private placement warrants have terms and provisions that are identical to those of the DCRN public warrants, including as to exercise price, exercisability and exercise period. If the DCRN private placement warrants are held by holders other than the initial purchasers or their permitted transferees, the DCRN private placement warrants will be redeemable by DCRN (or NewCo after the consummation of the Business Combination) in all redemption scenarios and exercisable by the holders on the same basis as the DCRN public warrants.

In connection with the consummation of the Business Combination, NewCo will assume the DCRN Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRN warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a NewCo Warrant. Each NewCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

Following the Business Combination, NewCo may redeem NewCo public warrants prior to their exercise at a time that is disadvantageous to the NewCo public warrant holders, thereby making such warrants worthless. More specifically:

 

  

NewCo will have the ability to redeem outstanding DCRN public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the NewCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which NewCo gives proper notice of such redemption and provided certain other conditions are met.

  

NewCo will also have the ability to redeem outstanding NewCo public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per NewCo warrant if, among other things, the last sale price of NewCo Ordinary Shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which NewCo sends notice of redemption to the NewCo warrant holders. Historical trading prices for the DCRN Class A Common Stock have not exceeded the $10.00 per share threshold at which the public warrants would become redeemable. In such a case, the holders will be able to exercise their NewCo warrants prior to redemption for a number of shares of NewCo Ordinary Shares determined by reference to a make-whole table. Please see “Description of NewCo Securities—NewCo Warrants—Redemption of DCRN Warrants for Cash When the Price Per Share of DCRN Class A Common Stock Equals or Exceeds $10.00.” The value received upon exercise of the NewCo public warrants (1) may be less than the value the holders would have received if they had exercised their NewCo public warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the NewCo public warrants, including because the number of shares received is capped at 0.361 NewCo Ordinary Shares per whole warrant (subject to adjustment) irrespective of the remaining life of the NewCo public warrants.

In each case, NewCo may only call the NewCo public warrants for redemption upon a minimum of 30 days’ prior written notice of redemption.

 

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Redemption of the outstanding NewCo public warrants could force holders of the NewCo public warrants (i) to exercise NewCo public warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (ii) to sell NewCo public warrants at the then-current market price when they might otherwise wish to hold their NewCo public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding NewCo public warrants are called for redemption, is likely to be substantially less than the market value of the NewCo public warrants.

 

Q:

What vote is required to approve the Proposals presented at the DCRN special meeting?

 

A:

Approval of the Business Combination Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote thereon at the DCRN special meeting, voting as a single class. Approval of each of the NewCo Constitution Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote and actually cast thereon, voting as a single class.

 

Q:

May DCRN Sponsor, DCRN’s directors, officers or advisors or any of their respective affiliates purchase DCRN public shares in connection with the Business Combination?

 

A:

In connection with the stockholder vote to approve the proposed Business Combination, DCRN Sponsor, DCRN’s directors, officers or advisors and any of their respective affiliates may privately negotiate to purchase DCRN public shares from DCRN stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. DCRN Sponsor, DCRN’s directors, officers or advisors and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such DCRN public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such stockholder, although still the record holder of such DCRN public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that DCRN Sponsor, DCRN’s directors, officers or advisors or any of their respective affiliates purchase DCRN public shares in privately negotiated transactions from DCRN public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account.

 

Q:

How many votes do I have at the DCRN special meeting?

 

A:

DCRN stockholders are entitled to one vote at the DCRN special meeting for each share of DCRN Class A Common Stock or DCRN Class B Common Stock held of record as of                , 2021, the record date for the DCRN special meeting. As of the close of business on the record date, there were 40,250,000 outstanding shares of DCRN Class A Common Stock, which are held by DCRN public stockholders, and 10,062,500 outstanding shares of DCRN Class B Common Stock, which are held by the DCRN initial stockholders.

 

Q:

How do I attend the DCRN special meeting?

 

A:

The DCRN special meeting will be held at                , Eastern time, on                ,                 , 2021, via live webcast at                , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

All DCRN stockholders as of the record date, or their duly appointed proxies, may attend the DCRN special meeting, which will be a completely virtual meeting. There will be no physical meeting locations and the

 

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DCRN special meeting will only be conducted via live webcast. DCRN stockholders may attend the DCRN special meeting online, including to vote and submit questions, at the following address:

To attend online and participate in the DCRN special meeting, DCRN stockholders of record will need to visit                  and enter the 12 digit control number provided on your proxy card, regardless of whether you pre-registered.

 

Q:

What constitutes a quorum at the DCRN special meeting?

 

A:

Holders of a majority in voting power of DCRN Class A Common Stock and DCRN Class B Common Stock issued and outstanding and entitled to vote at the DCRN special meeting, virtually present or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the DCRN special meeting. As of the record date for the DCRN special meeting, shares of DCRN Class A Common Stock and DCRN Class B Common Stock, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.

 

Q:

How will DCRN Sponsor and DCRN’s directors and officers vote?

 

A:

DCRN Sponsor and DCRN’s directors and officers have agreed to vote any shares of DCRN Class A Common Stock and DCRN Class B Common Stock owned by them in favor of the Business Combination. Currently, DCRN initial stockholders own approximately 20% of the issued and outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock, in the aggregate.

 

Q:

Does the DCRN Board, including the independent members thereof, recommend that the DCRN stockholders approve the Business Combination and the related Proposals?

 

A:

Yes. The DCRN Board, including the independent members thereof, recommends that the DCRN stockholders vote “For” each of the Proposals. When you consider the recommendation of the DCRN Board in favor of each of the Proposals, you should keep in mind that certain of DCRN’s directors and officers have interests in the Business Combination that may conflict with your interests as a DCRN stockholder. These interests are further described under the question “What interests do the current officers and directors of DCRN have in the Business Combination?”

 

Q:

What interests do the current officers and directors of DCRN have in the Business Combination?

 

A:

In considering the recommendation of the DCRN Board to vote in favor of the Business Combination, DCRN stockholders should be aware that, aside from their interests as stockholders, DCRN Sponsor and certain of DCRN’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other DCRN stockholders generally. DCRN’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to DCRN stockholders that they approve the Business Combination. DCRN stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

  

the fact that DCRN Sponsor and DCRN’s independent directors hold an aggregate of 7,366,667 DCRN private placement warrants acquired at a purchase price of $11.05 million which, if unrestricted and freely tradable, would be valued at approximately $                 based on the closing price of DCRN public warrants of $                per warrant on                , 2021, the record date for the DCRN special meeting (but which are subject to a lock-up and not freely tradable for a period of 30 days following the Closing), all of which would expire worthless if a business combination is not consummated;

 

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the fact that DCRN Sponsor and certain of DCRN’s independent directors have agreed not to redeem any of the shares of DCRN Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination;

 

  

the fact that DCRN Sponsor paid an aggregate of $25,004 for 10,062,500 DCRN Founder Shares, including 400,000 DCRN Founder Shares which were subsequently forfeited by DCRN Sponsor at no cost and, upon forfeiture of such shares, DCRN’s independent directors were issued 400,000 DCRN Founder Shares, 40,000 of which were subsequently forfeited upon the resignation of one of DCRN’s independent directors and, upon forfeiture of such shares, DCRN Sponsor was issued 40,000 DCRN Founder Shares at par value of $0.0001 per share, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $                 , based on the closing price of DCRN Class A Common Stock of $                 per share on                 , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

 

  

the fact that given the differential in the purchase price that DCRN Sponsor paid for the DCRN Founder Shares as compared to the price of the DCRN units sold in the DCRN IPO and the 9,702,500 NewCo Ordinary Shares that DCRN Sponsor will receive upon conversion of the DCRN Founder Shares in connection with the Business Combination, DCRN Sponsor and its affiliates may earn a positive rate of return on their investment even if the NewCo Ordinary Shares trade below the price initially paid for the DCRN units in the DCRN IPO and the DCRN public stockholders experience a negative rate of return following the completion of the Business Combination;

 

  

the fact that up to an aggregate amount of $1.5 million of any amounts outstanding under any working capital loans made by DCRN Sponsor or any of its affiliates to DCRN may be converted into DCRN warrants to purchase DCRN Class A Common Stock at a price of $1.50 per warrant at the option of the lender and, if issued, such DCRN warrants would automatically convert into an equal number of NewCo Warrants at Closing;

 

  

if the Trust Account is liquidated, including in the event DCRN is unable to complete an Initial Business Combination within the required time period, DCRN Sponsor has agreed to indemnify DCRN to ensure that the proceeds in the Trust Account are not reduced below $10.00 per DCRN public share, or such lesser amount per DCRN public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than DCRN’s independent public accountants) for services rendered or products sold to DCRN or (b) a prospective target business with which DCRN has entered into an acquisition agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

  

the fact that DCRN’s independent directors own an aggregate of 360,000 DCRN Founder Shares that, upon forfeiture by DCRN Sponsor, were issued to DCRN’s independent directors, which if unrestricted and freely tradeable would be valued at approximately $                , based on the closing price of DCRN Class A Common Stock of $                per share on                , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor, and DCRN’s officers and directors, or any of their respective affiliates, will be reimbursed for out-of-pocket expenses incurred in connection with activities on DCRN’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $                as of                 , 2021, the record date for the DCRN special meeting;

 

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the anticipated appointment of Robert Tichio, a director of DCRN, to the NewCo Board following the Closing;

 

  

the fact that DCRN Sponsor and DCRN’s officers and directors will lose their entire investment in DCRN of approximately $11.1 million and will not be reimbursed for any out-of-pocket expenses (of which approximately $                is owed as of the date hereof) if an Initial Business Combination is not completed by February 8, 2023 (the “Deadline Date”); and

 

  

the terms and provisions of certain additional agreements to be entered into pursuant to the Business Combination Agreement (collectively, the “Related Agreements”) as set forth in detail under the section entitled “The Business Combination Agreement and Related Agreements.

 

Q:

What happens if I vote against the Business Combination Proposal?

 

A:

Under the DCRN Charter, if the Business Combination Proposal is not approved and DCRN does not otherwise consummate an alternative business combination by the Deadline Date, DCRN will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to DCRN public stockholders.

 

Q:

What are the U.S. federal income tax consequences of engaging in the Business Combination for holders of DCRN Class A Common Stock and DCRN warrants?

 

A:

It is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Merger and the Share Transfer together be treated as a transaction described in Section 351 of the Code. Although Vinson & Elkins LLP, DCRN’s tax counsel, is currently of the opinion that the Merger more likely than not qualifies as a reorganization within the meaning of Section 368(a) of the Code and the Merger and the Share Transfer together more likely than not will be treated as a transaction described in Section 351 of the Code (including that it is not excluded from the application of such provisions pursuant to Section 367 of the Code), and NewCo and DCRN currently expect to file tax returns consistent with this intended tax treatment, this tax treatment is not free from doubt. There is significant uncertainty as to whether the exchange of DCRN Class A Common Stock and DCRN warrants for NewCo Ordinary Shares and NewCo Warrants in the Merger would be treated as a taxable exchange and, as a result, there is significant risk that you could be subject to tax in respect of the Business Combination. No assurance can be given that your tax advisor will agree with DCRN’s intended tax treatment or that the Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a contrary position. Further, the application of such rules must be finally determined after completion of the Business Combination, by which time there could be adverse changes to the relevant facts, law, and other circumstances (including the extent to which DCRN stockholders elect to redeem their shares of DCRN Class A Common Stock).

If the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code and qualifies as a transaction described in Section 351 of the Code (including that it is not excluded from the application of such provisions pursuant to Section 367 of the Code), holders generally will not recognize gain or loss upon the exchange of DCRN Class A Common Stock and DCRN warrants for NewCo Ordinary Shares and NewCo Warrants pursuant to the Merger. If the Merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Code and/or fails to qualify as a transaction described in Section 351 of the Code, holders may recognize gain upon the exchange of DCRN Class A Common Stock and DCRN warrants for NewCo Ordinary Shares and NewCo Warrants pursuant to Merger. In light of the significant uncertainty regarding the tax treatment of the Merger, you are strongly urged to read the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants” and to consult with, and rely solely upon, your tax advisors to determine the particular U.S. federal, state, local, or foreign income or other tax consequences of the Merger to you.

 

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Q:

Do I have redemption rights?

 

A:

If you are a holder of DCRN public shares, you may elect to have your DCRN public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to DCRN to pay its franchise and income taxes, by (b) the total number of then outstanding shares of DCRN Class A Common Stock included as part of the DCRN units sold in the DCRN IPO; provided that DCRN will not redeem any DCRN public shares to the extent that such redemption would result in DCRN having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, unless the DCRN public shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. A DCRN public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the DCRN public shares (the “20% threshold”). Unlike some other blank check companies, other than the net tangible asset requirement and the 20% threshold described above, DCRN does not have a specified maximum redemption threshold and there is no other limit on the number of DCRN public shares that you can redeem. Holders of the outstanding DCRN public warrants do not have redemption rights in connection with the Business Combination. DCRN Sponsor and DCRN’s officers and directors have agreed to waive their redemption rights with respect to any shares of DCRN Common Stock they may hold in connection with the consummation of the Business Combination. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of September 30, 2021, of approximately $402.5 million, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) (a) in connection with a stockholder vote to approve an amendment to the DCRN Charter that would affect the substance or timing of DCRN’s obligation to redeem 100% of the DCRN public shares if it has not consummated an Initial Business Combination by the Deadline Date, or with respect to any other provision relating to the rights of holders of DCRN Class A Common Stock or pre-Initial Business Combination activity, (b) in connection with the liquidation of the Trust Account or (c) if DCRN subsequently completes a different business combination on or before the Deadline Date.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your shares of DCRN Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

 

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must (a) if you hold your shares of DCRN Class A Common Stock through DCRN units, elect to separate your DCRN units into the underlying shares of DCRN Class A Common Stock and DCRN public warrants prior to exercising your redemption rights with respect to the DCRN public shares, and (b) prior to                     , Eastern time, on                , 2021 (two business days before the DCRN special meeting), tender your shares physically or electronically and submit a request in writing that DCRN redeem your DCRN public shares for cash to Continental Stock Transfer & Trust Company, DCRN’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

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A DCRN public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all DCRN public shares in excess of the 20% threshold beneficially owned by a DCRN public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is DCRN’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.

However, DCRN does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

DCRN unitholders must separate the underlying DCRN public shares and DCRN public warrants prior to exercising redemption rights with respect to the DCRN public shares. If you hold DCRN units registered in your own name, you must deliver the certificate for such DCRN units or deliver such DCRN units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such DCRN units into DCRN public shares and DCRN public warrants. This must be completed far enough in advance to permit the mailing of the DCRN public share certificates or electronic delivery of the DCRN public shares back to you so that you may then exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units.

If a broker, dealer, commercial bank, trust company or other nominee holds your DCRN units, you must instruct such nominee to separate your DCRN units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of DCRN units to be split and the nominee holding such DCRN units. Your nominee must also initiate electronically, using The Depository Trust Company’s (“DTC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of the corresponding number of DCRN public shares and DCRN public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your DCRN public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with DCRN’s consent, until the vote is taken with respect to the Business Combination Proposal. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the DCRN transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of a redemption depend on a holder’s particular facts and circumstances. You are strongly urged to read the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations for Holders in Respect of the Redemption of DCRN Class A Common Stock” and to consult with, and rely solely upon, your tax advisors to determine the particular U.S. federal, state, local, or foreign income or other tax consequences of exercising your redemption rights.

 

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Q:

If I am a warrantholder, can I exercise redemption rights with respect to my warrants?

 

A:

No. The holders of DCRN warrants have no redemption rights with respect to DCRN warrants.

 

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

 

A:

No. There are no appraisal rights available to holders of DCRN Class A Common Stock or DCRN Class B Common Stock in connection with the Business Combination.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

If the Business Combination Proposal is approved, DCRN intends to use a portion of the funds held in the Trust Account to pay (a) a portion of DCRN’s aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (b) tax obligations and deferred underwriting discounts and commissions from the DCRN IPO and (c) for any redemptions of DCRN public shares. The remaining balance in the Trust Account together with the PIPE Funds will be used to increase and expand Tritium’s manufacturing capacity and for general corporate purposes of NewCo. See “The Business Combination” and “Business of Tritium and Certain Information About Tritium—Facilities” for additional information.

 

Q:

What happens if the Business Combination is not consummated or is terminated?

 

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination—The Business Combination Agreement—Termination for additional information regarding the parties’ specific termination rights. In accordance with the DCRN Charter, if an Initial Business Combination is not consummated by the Deadline Date, DCRN will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem the DCRN public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to DCRN to pay its franchise and income taxes (less up to $0.1 million of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding DCRN public shares, which redemption will completely extinguish DCRN public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of DCRN’s remaining stockholders and the DCRN Board, dissolve and liquidate, subject in each case to DCRN’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

DCRN expects that the amount of any distribution DCRN public stockholders will be entitled to receive upon DCRN’s dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to DCRN’s obligations under the General Corporation Law of the State of Delaware (“DGCL”) to provide for claims of creditors and other requirements of applicable law. Holders of DCRN Founder Shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding DCRN warrants. Accordingly, the DCRN warrants will expire worthless.

 

Q:

What happens if a substantial number of DCRN public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

Unlike some other blank check companies that require public stockholders to vote against a proposed business combination to exercise their redemption rights, DCRN public stockholders may vote in favor of

 

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 the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of DCRN public stockholders are substantially reduced as a result of redemption by the DCRN public stockholders. The DCRN Charter does not allow the redemption of DCRN Common Stock if such redemption would result in DCRN having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, unless the DCRN public shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. Additionally, in the event the aggregate cash consideration DCRN would be required to pay for all shares of DCRN Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to DCRN, unless such cash conditions pursuant to the terms of the proposed Business Combination are waived, DCRN will not complete the Business Combination or redeem any shares, all shares of DCRN Class A Common Stock submitted for redemption will be returned to the holders thereof, and DCRN instead may search for an alternate business combination. Based on $402.5 million held in the Trust Account as of September 30, 2021, DCRN’s maximum aggregate redemption payments would be approximately $187.1 million, so that following payment by DCRN to the DCRN public stockholders who have exercised their redemption rights with respect to their DCRN Class A Common Stock pursuant to the DCRN Charter, the amount of immediately available cash in the Trust Account would be no less than $200 million (which includes the receipt of $15.0 million in PIPE Funds) after giving effect to the payment of DCRN’s transaction expenses (including the payment of deferred underwriting fees incurred in connection with the DCRN IPO), which are currently estimated at $30.4 million, the result of which is that holders of up to 18,713,050 DCRN public shares (or approximately 46.5% of the total outstanding DCRN public shares as of September 30, 2021) could seek redemption of their shares.

Also, with fewer DCRN public shares and DCRN public stockholders, the trading market for NewCo Ordinary Shares may be less liquid than the market for shares of DCRN Class A Common Stock was prior to the Business Combination. NewCo may not be able to meet the listing standards for NASDAQ. It is a condition to consummation of the Business Combination that NewCo Ordinary Shares to be issued in connection with the Business Combination are accepted for listing on NASDAQ or another national securities exchange. DCRN, NewCo and Tritium have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying the NASDAQ listing condition. Unless waived in accordance with the Business Combination Agreement, if the NASDAQ listing condition in the Business Combination Agreement is not met, the Business Combination will not be consummated.

 

Q:

When is the Business Combination expected to be consummated?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the DCRN special meeting to be held on                , 2021, provided that all the requisite stockholder approvals are obtained and other conditions, including the Minimum Cash Condition, to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination—The Business Combination—Conditions to Closing of the Business Combination.”

 

Q:

What is Tritium?

 

A:

Tritium is a developer and manufacturer of DC fast chargers for EVs headquartered in Brisbane.

Tritium designs, sells, manufactures and services proprietary hardware and associated software to create advanced and reliable DC fast chargers for EVs. Tritium’s technology is engineered to be easy to install, own and use. Its compact, robust chargers are designed to look great on Main Street and thrive in harsh conditions. Founded in Brisbane and having already deployed more than 5,250 charging stations, Tritium has provided more than 3.6 million high-power charging sessions across 41 countries, delivering an aggregate of over 55 gigawatts of energy.

 

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See “Business of Tritium and Certain Information About Tritium” for more information.

 

Q:

What revenues and profits/losses has Tritium generated in the last two years?

 

A:

Tritium had revenue of $47.0 million and $56.2 million for the years ended June 30, 2020 and 2021, respectively. Tritium incurred total comprehensive losses of $35.0 million and $63.2 million for the years ended June 30, 2020 and 2021, respectively.

See “Tritium Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the Fiscal Year Ended June 30, 2021 to the Fiscal Year Ended June 30, 2020—Revenue” and “Risk Factors—Risks Related to Tritium’s Business—Tritium is a growth-stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the near term” for more information.

 

Q:

What risks does Tritium face in light of the COVID-19 pandemic?

 

A:

The impact of the COVID-19 pandemic, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. The impact of the COVID-19 pandemic has also resulted in a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has led to a decrease in EV sales in markets around the world. Any sustained downturn in demand for EVs would harm Tritium’s business.

See “Risk Factors—Risks Related to Tritium’s Business—Tritium faces risks related to health pandemics, including the recent COVID-19 pandemic, which could have a material adverse effect on its business and results of operations” for more information.

 

Q:

What will DCRN stockholders receive in the Business Combination?

 

A:

At the Effective Time, (i) each share of DCRN Class B Common Stock held by the DCRN initial stockholders will be cancelled and converted into one validly issued, fully paid and nonassessable share of DCRN Class A Common Stock in accordance with the DCRN Charter and (ii) each share of DCRN Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Redemption Shares but including DCRN Class A Common Stock issued upon conversion of the DCRN Founder Shares) will be cancelled and converted into and exchanged for one validly issued, fully paid and nonassessable NewCo Ordinary Share.

 

Q:

What will DCRN warrant holders receive in the Business Combination?

 

A:

At the Effective Time, NewCo will assume the DCRN Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRN warrant then outstanding and unexercised will automatically, without any action on the part of its holder, be converted into a NewCo Warrant. Each NewCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (A) each NewCo Warrant will be exercisable solely for NewCo Ordinary Shares; (B) the number of NewCo Ordinary Shares subject to each NewCo Warrant will be equal to the number of shares of DCRN Class A Common Stock subject to the applicable DCRN warrant; and (C) the per share exercise price for the NewCo Ordinary Shares issuable upon exercise of such NewCo Warrant will be equal to the per share exercise price for the shares of DCRN Class A Common Stock subject to the applicable DCRN warrant, as in effect immediately prior to the Effective Time.

 

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Q:

What will DCRN unitholders receive in the Business Combination?

 

A:

DCRN units will automatically separate into the component securities prior to the consummation of the Business Combination and will be exchanged for or automatically converted into, as applicable, NewCo Ordinary Shares and NewCo Public Warrants, respectively. NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing, the NewCo Ordinary Shares and NewCo Warrants will be listed on the NASDAQ under the symbols “DCFC” and “DCFCW,” respectively.

 

Q:

What are the material differences, if any, in the terms and price of securities issued at the time of the DCRN IPO as compared to the securities that will be issued a part of the PIPE Financing at the closing of the Business Combination? Will DCRN Sponsor or any of its directors, officers or affiliates invest in the PIPE Financing?

 

A:

The DCRN units issued at the time of the DCRN IPO consisted of one share of DCRN Class A Common Stock and one-third of one DCRN warrant, at an offering price of $10.00 per unit. At the closing of the Business Combination, the DCRN Class A Common Stock will be exchanged for NewCo Ordinary Shares and the DCRN warrants will convert into NewCo Warrants. Palantir will receive NewCo Ordinary Shares at a price of $10.00 per share as part of the PIPE Financing at the closing of the Business Combination. The PIPE Shares issued in the PIPE Financing will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreement, NewCo agreed that, within 30 calendar days after the closing of the PIPE Financing, NewCo will file with the SEC (at NewCo’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and NewCo will use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof. No NewCo Warrants will be issued in the PIPE Financing. DCRN Sponsor and its directors, officers and its affiliates will not invest in the PIPE Financing.

 

Q:

What consideration will be paid to Tritium shareholders in the Business Combination?

 

A:

Tritium shareholders will receive an aggregate of 120,000,000 NewCo Ordinary Shares in exchange for their Tritium Shares. Such NewCo Ordinary Shares will be issued simultaneously with the issuance of NewCo Ordinary Shares in connection with the Merger.

 

Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:

How do I vote?

 

A:

If you were a holder of record of DCRN Class A Common Stock or DCRN Class B Common Stock on                , 2021, the record date for the special meeting of DCRN stockholders, you may vote with respect to the Proposals online at the virtual DCRN special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the DCRN special meeting and vote online, obtain a proxy from your broker, bank or nominee.

 

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Q:

What will happen if I abstain from voting or fail to vote at the DCRN special meeting?

 

A:

At the DCRN special meeting, DCRN will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the NewCo Constitution Proposal or the Adjournment Proposal but will have the same effect as a vote “Against” the Business Combination Proposal.

 

Q:

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies received by DCRN without an indication of how the DCRN stockholder intends to vote on a proposal will be voted “For” each Proposal being submitted to a vote of the DCRN stockholders at the DCRN special meeting.

 

Q:

If I am not going to attend the virtual DCRN special meeting online, should I submit my proxy card instead?

 

A:

Yes. Whether you plan to attend the DCRN special meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. DCRN believes the Proposals presented to DCRN stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

May I change my vote after I have submitted my executed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to DCRN at the address listed below so that it is received by DCRN prior to the DCRN special meeting or by attending the virtual DCRN special meeting online and voting there. You also may revoke your proxy by sending a notice of revocation to DCRN, which must be received prior to the DCRN special meeting.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Peter Haskopoulos, Chief Financial Officer, Chief Accounting Officer and Secretary

 

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c/o Decarbonization Plus Acquisition Corporation II

2744 Sand Hill Road, Suite 100

Menlo Park, California 94025

Email: info@dcrbplus.com

Tel: (212) 993-0076

You may also contact DCRN’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: DCRN.info@investor.morrowsodali.com

To obtain timely delivery, DCRN stockholders must request the materials no later than five business days prior to the DCRN special meeting.

You may also obtain additional information about DCRN from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your DCRN public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to DCRN’s transfer agent at least two business days prior to the DCRN special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

The DCRN Board is soliciting your proxy to vote your shares of DCRN Class A Common Stock and DCRN Class B Common Stock on all matters scheduled to come before the DCRN special meeting. DCRN will pay the cost of soliciting proxies for the DCRN special meeting. DCRN has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the DCRN special meeting and has agreed to pay Morrow Sodali LLC a fee of $37,500 , plus disbursements. DCRN will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. DCRN will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of DCRN Class A Common Stock and DCRN Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of DCRN Class A Common Stock and DCRN Class B Common Stock and in obtaining voting instructions from those owners. DCRN’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/ prospectus, including the annexes and accompanying financial statements of DCRN and Tritium, to fully understand the proposed Business Combination and the Proposals to be considered at the DCRN special meeting (each as described below). Please see the section entitled Where You Can Find More Information elsewhere in this proxy statement/prospectus.

Parties to the Business Combination

DCRN

DCRN is a Delaware corporation formed on December 4, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving DCRN and one or more target businesses.

DCRN’s securities are traded on the NASDAQ under the ticker symbols “DCRN,” “DCRNU” and “DCRNW.” Upon the Closing, the DCRN securities will be delisted from the NASDAQ.

The mailing address of DCRN’s principal executive office is 2744 Sand Hill Road, Suite 100, Menlo Park, California 94025, and our telephone number is (212) 993-0076.

Tritium

Tritium is an Australian proprietary company established on July 21, 2010. It is the parent company of the Tritium Group. The Tritium Group is a developer and manufacturer of DC fast chargers for EVs.

The mailing address of Tritium’s registered office is 48 Miller Street, Murarrie, Queensland 4172 Australia, and our telephone number is +61 (07) 3147 8500.

NewCo

NewCo is an Australian public company limited by shares established on May 7, 2021, to be the parent company of DCRN and Tritium upon the Closing. NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing, the NewCo Ordinary Shares and NewCo Warrants will be listed under the ticker symbols “DCFC” and “DCFCW,” respectively.

The mailing address of NewCo’s registered office is 48 Miller Street, Murarrie, Queensland 4172 Australia, and our telephone number is +61 (07) 3147 8500.

Merger Sub

Merger Sub is a Delaware corporation established on May 18, 2021. It is a wholly owned subsidiary of NewCo.

The mailing address of Merger Sub’s registered office is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware, 19801. The mailing address of Merger Sub is 48 Miller Street, Murarrie, Queensland 4172 Australia, and the telephone number of Merger Sub is +61 (07) 3147 8500.

 

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The Business Combination

On May 25, 2021, DCRN, Tritium, NewCo and Merger Sub entered into a Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions contained therein, (i) DCRN, Newco, Tritium and all existing shareholders of Tritium will enter into the Share Transfer Agreement, pursuant to which Tritium shareholders will transfer their Tritium Shares to NewCo in exchange for an aggregate of 120,000,000 NewCo Ordinary Shares valued at $10.00 per share and (ii) Merger Sub will merge with and into DCRN, with DCRN surviving as a wholly owned subsidiary of NewCo. Pursuant to the Merger, (1) each holder of DCRN Class A Common Stock will receive in exchange an equal number of NewCo Ordinary Shares and (2) each DCRN warrant to purchase DCRN Class A Common Stock will automatically convert into a NewCo Warrant to purchase NewCo Ordinary Shares.

At the Effective Time, the following events will take place simultaneously:

 

  

NewCo Ordinary Shares will be issued to Tritium shareholders in accordance with the Share Transfer Agreement;

 

  

Each DCRN Founder Share will be cancelled and converted into one validly issued, fully paid and nonassessable share of DCRN Class A Common Stock in accordance with the DCRN Charter; and

 

  

By virtue of the Merger and without any action on the part of DCRN, NewCo, Merger Sub or the holders of any of the following securities:

 

  

All shares of DCRN Common Stock held in the treasury of DCRN will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;

 

  

Each share of DCRN Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Redemption Shares, but including the shares of DCRN Class A Common Stock issued upon conversion of the DCRN Founder Shares) will be cancelled and converted into and exchanged for the Per Share Merger Consideration;

 

  

Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of DCRN as the surviving corporation in the Merger; and

 

  

NewCo will assume the DCRN Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRN warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a NewCo Warrant. Each NewCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (A) each NewCo Warrant will be exercisable solely for NewCo Ordinary Shares; (B) the number of NewCo Ordinary Shares subject to each NewCo Warrant will be equal to the number of shares of DCRN Class A Common Stock subject to the applicable DCRN warrant; and (C) the per share exercise price for the NewCo Ordinary Shares issuable upon exercise of such NewCo Warrant will be equal to the per share exercise price for the shares of DCRN Class A Common Stock subject to the applicable DCRN warrant, as in effect immediately prior to the Effective Time.

Each Redemption Share that will be redeemed at the Effective Time will not be entitled to receive the Per Share Merger Consideration and will be converted into the right to receive from DCRN, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights. At or as promptly as practical after the

 

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Effective Time, DCRN will make such cash payments in respect of each such Redemption Share. As of the Effective Time, all such Redemption Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a Redemption Share (or related certificate or book-entry share) will cease to have any rights with respect thereto, except the right to receive such cash payments from DCRN.

In the event that the DCRN Class A Common Stock and DCRN warrants comprising a single DCRN unit have not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the Share Exchange, Warrant Conversion and Share Transfer, any and all DCRN units will be automatically detached and broken out into their constituent parts, such that a holder of one DCRN unit will hold one share of DCRN Class A Common Stock and one-third of one DCRN warrant, and the underlying DCRN Class A Common Stock and DCRN warrants will be converted in accordance with the Business Combination Agreement. However, if the detachment would result in a holder of DCRN public warrants holding a fractional DCRN public warrant, then prior to the conversion the number of DCRN public warrants deemed to be held by such holder will be rounded down to the nearest whole number.

For more information about the Business Combination Agreement and the Business Combination and other transaction contemplated thereby, see the sections entitled “The Business Combination” and “The Business Combination Agreement.”

Conditions to the Closing

The obligations of DCRN, NewCo, Merger Sub and Tritium to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of each of the following mutual conditions:

 

  

the Business Combination Proposal will have been approved and adopted by the requisite affirmative vote of the DCRN stockholders in accordance with this proxy statement/prospectus, the DGCL, DCRN’s organizational documents and the rules and regulations of the NASDAQ;

 

  

no governmental authority will have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

 

  

(i) all required filings under the HSR Act will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act will have expired or been terminated and (ii) (A) DCRN will have received a written notice under the FATA, by or on behalf of the Treasurer of the Commonwealth of Australia stating or to the effect that the Commonwealth Government of Australia does not object to the Business Combination, either unconditionally or on terms that are reasonably acceptable to DCRN and Tritium (it being understood that the imposition of customary tax conditions in connection with the FIRB approval will be deemed acceptable), (B) the Treasurer of the Commonwealth of Australia will have become precluded from making an order in relation to the subject matter of the Business Combination Agreement and the Business Combination under the FATA or (C) if an interim order is made under the FATA in respect of the Business Combination, the subsequent period for making a final order prohibiting the Business Combination will have elapsed without a final order being made;

 

  

the NewCo Ordinary Shares will have been accepted for listing on the NASDAQ (subject to the Closing occurring), or another national securities exchange mutually agreed to by the parties in writing, as of the Closing Date;

 

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the NewCo Ordinary Shares will not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act;

 

  

the Registration Statement will have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement will have been initiated or be threatened in writing by the SEC;

 

  

the Exit Notice and the Share Transfer Agreement will have been duly executed and delivered to DCRN, and the transfer of Tritium Shares to NewCo in accordance with the terms of the Share Transfer Agreement will have occurred at the Closing; and

 

  

(i) Tritium will have delivered to DCRN a waiver from Vontier with respect to all of Vontier’s rights under clause 19 of the Shareholders’ Deed (the “Shareholders’ Deed”) in relation to Tritium (regarding such shareholder’s rights to acquire Tritium based on a formal valuation), or (ii) the permitted timeframe for such shareholder to exercise such rights to acquire Tritium under the Shareholders’ Deed will have expired and such rights have not been exercised.

The obligations of DCRN to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

 

  

the accuracy of the representations and warranties of Tritium as determined in accordance with the Business Combination Agreement;

 

  

the accuracy of the representations and warranties of NewCo and Merger Sub as determined in accordance with the Business Combination Agreement;

 

  

Tritium will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing; provided, that, a covenant of Tritium will only be deemed to have not been performed if Tritium has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to Tritium (or if earlier, the Outside Date);

 

  

NewCo and Merger Sub will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing; provided, that, a covenant of NewCo or Merger Sub will only be deemed to have not been performed if NewCo or Merger Sub has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to NewCo or Merger Sub (or if earlier, the Outside Date);

 

  

Tritium will have delivered to DCRN a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions as they relate to Tritium;

 

  

NewCo will have delivered to DCRN a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions as they relate to NewCo and Merger Sub;

 

  

no Tritium Material Adverse Effect will have occurred between the date of the Business Combination Agreement and the Closing;

 

  

NewCo will have delivered the A&R Registration Rights Agreement duly executed by NewCo; and

 

  

NewCo, Tritium and each recipient of NewCo Ordinary Shares in the Share Transfer will have delivered a copy of the Lock-Up Agreement duly executed by NewCo, Tritium and such recipients (or their validly authorized attorney-in-fact).

 

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The obligations of Tritium, NewCo and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

 

  

the accuracy of the representations and warranties of DCRN as determined in accordance with the Business Combination Agreement;

 

  

DCRN will have performed or complied in all material respects with all other agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing; provided, that, a covenant of DCRN will only be deemed to have not been performed if DCRN has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to DCRN (or if earlier, the Outside Date);

 

  

DCRN will have delivered to Tritium a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;

 

  

no DCRN Material Adverse Effect will have occurred between the date of the Business Combination Agreement and the Closing; and

 

  

the amount of cash in the Trust Account plus the proceeds of the PIPE Financing will not be less than $200.0 million.

Related Agreements

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, on May 25, 2021, DCRN Sponsor entered into the Sponsor Support Agreement, pursuant to which, among other things, DCRN Sponsor agreed to (i) waive the anti-dilution rights set forth in the DCRN Charter with respect to DCRN Founder Shares held by it, (ii) vote all the DCRN Class A Common Stock and DCRN Founder Shares held by it in favor of the adoption and approval of the Business Combination Agreement and the Business Combination, (iii) not transfer the DCRN Founder Shares (or NewCo Ordinary Shares issuable upon conversion thereof in the Merger) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) if the last sale price of the NewCo Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which NewCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s shareholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property and (iv) not transfer any DCRN warrants (or NewCo Ordinary Shares issued or issuable upon the exercise of the DCRN warrants) until 30 days after the Closing.

For more information about the Sponsor Support Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Commitment Agreement

In connection with the execution of the Business Combination Agreement, on May 25, 2021, the Committed Shareholders entered into the Commitment Agreement with NewCo and DCRN pursuant to which, among other things, the Committed Shareholders agreed to execute and deliver the Share Transfer Agreement to DCRN, to exercise all voting rights attaching to their Tritium Shares to vote in favor of the Business Combination and of any resolutions pursuant to and necessary for the consummation of the Business Combination Agreement, and not to transfer their Tritium Shares.

 

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For more information about the Commitment Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Vontier Release

On August 1, 2021, DCRN, Tritium, NewCo and Vontier entered into the Vontier Release, pursuant to which Vontier agreed, among other things, to waive all of its rights under clause 19 of the Shareholders’ Deed (regarding its call option right to purchase Tritium at a market value set by a formal third-party valuation). In addition, Vontier agreed to execute and deliver the Share Transfer Agreement (as defined below) upon this Registration Statement becoming effective and execute a Lock-Up Agreement (as defined below) prior to Closing.

Termination Fee Side Letter

In connection with the execution of the Business Combination Agreement, on May 25, 2021 the Committed Shareholders and DCRN entered into the Termination Fee Side Letter, pursuant to which the Committed Shareholders agreed to pay, and cause certain other existing Tritium shareholders to pay, to DCRN a termination fee of $50.0 million if the Business Combination Agreement is terminated by (a) DCRN or Tritium as a result of Vontier’s acquisition of securities of Tritium (other than the acquisition of securities (i) not in accordance with the Shareholders’ Deed from another Tritium shareholder, (ii) of a de minimis amount from another Tritium shareholder or (iii) newly issued securities directly from Tritium and without violation of the Business Combination Agreement) pursuant to the Shareholders’ Deed, (b) DCRN or Tritium as a result of the Closing not having occurred prior to the Outside Date or (c) by Tritium if the Business Combination Agreement is terminated pursuant to certain events described therein, and in the case of clauses (b) and (c), at a time when Vontier has validly delivered a notice to exercise its rights under the Shareholders’ Deed to Tritium that has not been revoked or withdrawn.

For more information about the Termination Fee Side Letter, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

A&R Registration Rights Agreement

Concurrently with the Closing, DCRN will enter into the A&R Registration Rights Agreement, pursuant to which NewCo will agree that, within 30 calendar days after the Closing, NewCo will file with the SEC (at NewCo’s sole cost and expense) the Resale Registration Statement, and NewCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, such holders can demand NewCo’s assistance with underwritten offerings and block trades. Such holders will be entitled to customary piggyback registration rights.

For more information about the A&R Registration Rights Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Exit Notice

Prior to the execution of the Business Combination Agreement, on May 17, 2021, the Committed Shareholders issued the Exit Notice to Tritium and to each of the other holders of ordinary or C class shares in Tritium, of their intention to effect an exit proposal by way of a trade sale (being the proposed sale of Tritium Shares resulting from the Business Combination). Tritium and each Tritium shareholder is required, under the Shareholders’ Deed, to work together in good faith and use their best endeavors to ensure that the exit proposal is effected.

 

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For more information about the Exit Notice, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Share Transfer Agreement

Within two business days after the date on which this Registration Statement becomes effective, DCRN, Tritium, NewCo and each Tritium shareholder will enter into the Share Transfer Agreement, pursuant to which NewCo will make a rollover offer on the same terms to each Tritium shareholder to acquire all Tritium Shares held by that Tritium shareholder. The consideration for the purchase of the entire issued share capital of Tritium is the issue to Tritium shareholders by NewCo of 120,000,000 NewCo Ordinary Shares with a value of $10.00 per NewCo Ordinary Share. These NewCo Ordinary Shares will be issued to Tritium shareholders in their respective proportions at Closing.

For more information about the Share Transfer Agreement, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Lock-Up Agreements

Concurrently with the Closing, all existing Tritium shareholders, or their attorney-in-fact, will enter into the Lock-Up Agreement with NewCo, Tritium and DCRN, pursuant to which they will agree, subject to certain customary exceptions, not to (i) effect any sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any securities of NewCo, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of NewCo, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii), for six months after the Closing.

For more information about the Lock-Up Agreements, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

Subscription Agreement

In connection with the Business Combination, DCRN, NewCo and Palantir entered into the Subscription Agreement, pursuant to which Palantir agreed to subscribe for and purchase, and NewCo agreed to issue and sell, 1,500,000 NewCo Ordinary Shares for a purchase price of $10.00 per share. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreement will take place immediately prior to or substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Business Combination. Pursuant to the Subscription Agreement, NewCo agreed that, within 30 calendar days after the closing of the PIPE Financing, NewCo will file with the SEC (at NewCo’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and NewCo will use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof.

NewCo Constitution

Pursuant to the terms of the Business Combination Agreement, the Constitution will be the constitution of NewCo following the Closing. For more information about the Constitution, see the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements.

 

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Ownership of NewCo after Closing

Upon consummation of the Business Combination, the Tritium shareholders and the DCRN stockholders will become NewCo shareholders.

The following table illustrates the varying ownership levels of NewCo after the Business Combination under two scenarios: one with no redemptions by DCRN public stockholders and one with maximum redemptions by DCRN public stockholders as of                , 2021 (totals may not add to 100.0% due to rounding):

 

   Assuming
No
Redemptions
   %
Shareholding
   Assuming
Maximum
Redemptions
   %
Shareholding
 

Shares held by former Tritium Shareholders(1)

   120,000,000    69.8    120,000,000    78.4 

Shares held by current DCRN public stockholders(2)

   40,250,000    23.4    21,536,950    14.0 

Shares held by DCRN initial stockholders(3)

   10,062,500    5.9    10,062,500    6.6 

Shares issued to Palantir(4)

   1,500,000    0.9    1,500,000    1.0 
  

 

 

     

 

 

   

Total NewCo Ordinary Shares

   171,812,500      153,099,450   
  

 

 

     

 

 

   

 

(1)

Pursuant to the Business Combination Agreement, the aggregate number of NewCo Ordinary Shares issued to the existing Tritium shareholders will equal 120 million.

(2)

Underlying shares of DCRN Class A Common Stock are subject to possible redemption. The maximum redemption scenario is determined based on the assumption that the Minimum Cash Condition of $200 million in the Trust Account is satisfied at Closing (after giving effect to the PIPE Funds, redemption payments and DCRN transaction expenses).

(3)

Shares held by DCRN Sponsor and DCRN’s management and board of directors.

(4)

Shares issued in exchange for $15.0 million of PIPE Funds.

See the section entitled “The Business Combination—Total NewCo Shares to Be Issued in the Business Combination” for more information.

Description of NewCo Securities

If the Business Combination is successfully completed, Tritium shareholders and DCRN stockholders will become NewCo shareholders, and their rights as NewCo shareholders will be governed by NewCo’s organizational documents adopted at Closing and the laws of Australia. Please see section entitled “Description of NewCo Securities” elsewhere in this proxy statement/prospectus for additional information.

The DCRN Board’s Reasons for Approval of the Business Combination

After careful consideration, the DCRN Board recommends that DCRN stockholders vote “For” the approval of the Business Combination Proposal. For a more complete description of the DCRN Board’s reasons for the approval of the Business Combination and the recommendation of the DCRN Board, see the section entitled “The Business Combination—DCRN Board’s Consideration of and Reasons for Approving the Business Combination.

Satisfaction of 80% Test

It is a requirement under the DCRN Charter and the NASDAQ listing requirements that the business or assets acquired in an Initial Business Combination have a fair market value equal to at least 80% of the balance

of the funds in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for an Initial Business Combination. In connection with its evaluation and approval of the Business Combination, the

 

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DCRN Board determined that the fair market value of Tritium is $1.2 billion, based on, among other things, comparable company revenue and other financial performance multiples.

DCRN Special Meeting

Date, Time and Place of the DCRN Special Meeting

The DCRN special meeting will be held at                 , Eastern time, on                 , 2021, via live webcast at the following address:                 , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Proposals

At the DCRN special meeting, DCRN stockholders will be asked to consider and vote upon the following proposals:

 

 1.

The Business Combination Proposal — To adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal or “Proposal No. 1”).

 

 2.

The NewCo Constitution Proposal — On a non-binding advisory basis, to approve the governance provisions contained in the Constitution that materially affect DCRN stockholder rights, presented separately in accordance with SEC guidance (the “NewCo Constitution Proposal” or “Proposal No. 2”).

 

 3.

The Adjournment Proposal — To approve the adjournment of the DCRN special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the NewCo Constitution Proposal, the “Proposals”).

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the virtual DCRN special meeting if you owned shares of DCRN Class A Common Stock or DCRN Class B Common Stock at the close of business on                 , 2021, which is the record date for the DCRN special meeting. You are entitled to one vote for each share of DCRN Class A Common Stock or DCRN Class B Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 50,312,500 shares of DCRN Class A Common Stock and DCRN Class B Common Stock outstanding in the aggregate, of which 40,250,000 were DCRN public shares and 10,062,500 were DCRN Founder Shares held by the DCRN initial stockholders.

Proxy Solicitation

Proxies may be solicited by mail. DCRN has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the DCRN special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “DCRN Special Meeting—Revoking Your Proxy.

 

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Quorum and Required Vote for Proposals for the DCRN Special Meeting

A quorum of DCRN stockholders is necessary to hold a valid meeting. A quorum will be present at the DCRN special meeting if holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote thereat attend virtually or are represented by proxy at the DCRN special meeting. Abstentions will count as present for the purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote thereon at the DCRN special meeting, voting as a single class. The approval of the NewCo Constitution Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote and actually cast thereon at the DCRN special meeting, voting as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the DCRN special meeting will not be counted towards the number of shares of DCRN Class A Common Stock and DCRN Class B Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Business Combination Proposal, the NewCo Constitution Proposal or the Adjournment Proposal, but will have the same effect as a vote “Against” the Business Combination Proposal.

The Closing is conditioned on the approval of the Business Combination Proposal at the DCRN special meeting. The NewCo Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation to DCRN Stockholders

The DCRN Board believes that each of the Business Combination Proposal, the NewCo Constitution Proposal and the Adjournment Proposal is in the best interests of DCRN and DCRN stockholders and recommends that DCRN stockholders vote “For” each Proposal being submitted to a vote of the stockholders at the DCRN special meeting.

When you consider the recommendation of the DCRN Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as stockholders, DCRN Sponsor and certain of DCRN’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination.”

Vote of the DCRN Initial Stockholders and DCRN’s Other Directors and Officers

Prior to the DCRN IPO, DCRN entered into a letter agreements with the DCRN initial stockholders and other directors and officers of DCRN, pursuant to which each agreed to vote any DCRN Common Stock owned by them in favor of an Initial Business Combination. The letter agreement applies to the DCRN initial stockholders, including DCRN Sponsor, as it relates to the DCRN Founder Shares and the requirement to vote all of the Founder Shares in favor of the Business Combination Proposal and for all other proposals presented to DCRN stockholders in this proxy statement/prospectus. As of the record date, the DCRN initial stockholders own 10,062,500 Founder Shares, representing approximately 20% of the DCRN Common Stock then outstanding and entitled to vote at the DCRN special meeting. DCRN Sponsor and DCRN’s directors and officers have waived any redemption rights, including with respect to shares of DCRN Class A Common Stock purchased in the DCRN IPO or in the aftermarket, in connection with the Business Combination. The DCRN Founder Shares held by DCRN Sponsor and DCRN’s independent directors have no redemption rights upon DCRN’s liquidation and

 

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will be worthless if no Business Combination is effected by DCRN by the Deadline Date. However, DCRN Sponsor and DCRN’s directors and officers are entitled to redemption rights upon DCRN’s liquidation with respect to any shares of DCRN Class A Common Stock they may own.

Interests of Certain Persons in the Business Combination

In considering the recommendation of the DCRN Board to vote in favor of the Business Combination, DCRN stockholders should be aware that, aside from their interests as stockholders, DCRN Sponsor and certain of DCRN’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other DCRN stockholders generally. DCRN’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to DCRN stockholders that they approve the Business Combination. DCRN stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

  

the fact that DCRN Sponsor and DCRN’s independent directors hold an aggregate of 7,366,667 private placement warrants acquired at a purchase price of $11.05 million which, if unrestricted and freely tradable, would be valued at approximately $                 based on the closing price of DCRN public warrants of $                per warrant on                , 2021, the record date for the DCRN special meeting (but which are subject to a lock-up and not freely tradable for a period of 30 days following the Closing), all of which would expire worthless if a business combination is not consummated;

 

  

the fact that DCRN Sponsor and certain of DCRN’s independent directors have agreed not to redeem any of the shares of DCRN Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination;

 

  

the fact that DCRN Sponsor paid an aggregate of $25,004 for 10,062,500 Founder Shares, including 400,000 DCRN Founder Shares which were subsequently forfeited by DCRN Sponsor at no cost and, upon forfeiture of such shares, DCRN’s independent directors were issued 400,000 DCRN Founder Shares, 40,000 of which were subsequently forfeited upon the resignation of one of DCRN’s independent directors and, upon forfeiture of such shares, DCRN Sponsor was issued 40,000 DCRN Founder Shares at par value of $0.0001 per share, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $                , based on the closing price of DCRN Class A Common Stock of $                per share on                 , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

 

  

the fact that given the differential in the purchase price that DCRN Sponsor paid for the DCRN Founder Shares as compared to the price of the DCRN units sold in the DCRN IPO and the 9,702,500 NewCo Ordinary Shares that DCRN Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, DCRN Sponsor and its affiliates may earn a positive rate of return on their investment even if the NewCo Ordinary Shares trades below the price initially paid for the DCRN units in the IPO and the DCRN public stockholders experience a negative rate of return following the completion of the Business Combination;

 

  

the fact that up to an aggregate amount of $1.5 million of any amounts outstanding under any working capital loans made by DCRN Sponsor or any of its affiliates to DCRN may be converted into DCRN warrants to purchase DCRN Class A Common Stock at a price of $1.50 per warrant at the option of the lender and, if issued, such DCRN warrants would automatically convert into an equal number of NewCo Warrants at Closing;

 

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if the Trust Account is liquidated, including in the event DCRN is unable to complete an Initial Business Combination within the required time period, DCRN Sponsor has agreed to indemnify DCRN to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per DCRN public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than DCRN’s independent public accountants) for services rendered or products sold to DCRN or (b) a prospective target business with which DCRN has entered into an acquisition agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

  

the fact that DCRN’s independent directors own an aggregate of 360,000 DCRN Founder Shares that, upon forfeiture by DCRN Sponsor, were issued to DCRN’s independent directors, which if unrestricted and freely tradeable would be valued at approximately $                , based on the closing price of DCRN Class A Common Stock of $                per share on                , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor, and DCRN’s officers and directors, or any of their respective affiliates, will be reimbursed for out-of-pocket expenses incurred in connection with activities on DCRN’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $                as of                 , 2021, the record date for the DCRN special meeting;

 

  

the anticipated appointment of Robert Tichio, a director of DCRN, to the NewCo Board following the Closing;

 

  

the fact that DCRN Sponsor, and DCRN’s officers and directors will lose their entire investment in DCRN of approximately $11.1 million and will not be reimbursed for any out-of-pocket expenses (of which approximately $                is owed as of the date hereof) if an Initial Business Combination is not completed by the Deadline Date; and

 

  

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination Agreement and Related Agreements.

Redemption Rights

Under the DCRN Charter, holders of DCRN Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to DCRN to pay its franchise and income taxes, by (b) the total number of shares of DCRN Class A Common Stock issued in the DCRN IPO; provided that DCRN will not redeem any DCRN public shares to the extent that such redemption would result in DCRN having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, unless the DCRN public shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. As of September 30, 2021, this would have amounted to approximately $10.00 per share. Under the DCRN Charter, in connection with an Initial Business Combination, a DCRN public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 20% of the DCRN public shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of DCRN Class A Common Stock for cash and will no longer own shares of DCRN Class A Common Stock and will not receive NewCo Ordinary Shares or participate in NewCo’s future growth, if any. Such a holder will be entitled to receive cash for its DCRN public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to DCRN’s transfer agent in accordance with the procedures described herein. See the section entitled “DCRN Special Meeting—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

 

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Certain Information Relating to NewCo

NewCo Board Before the Business Combination

Prior to the consummation of the Business Combination, the NewCo Board consists of Jeffrey Phillips, Brian Flannery and Trevor St. Baker. Prior to the consummation of the Business Combination, Jeffrey Phillips and Brian Flannery intend to resign from the NewCo Board.

NewCo Board and Executive Officers Following the Business Combination

The executive officers, directors and director nominees of NewCo, excluding Jeffrey Phillips and Brian Flannery, are as follows:

 

Name

  

Age

  

Position

Jane Hunter

  49  Chief Executive Officer and Executive Director Nominee

Michael Hipwood

  57  Chief Financial Officer

Dr. David Finn

  43  Chief Vision Officer and Executive Director Nominee

Robert Tichio

  44  Non-Executive Director Nominee and Chair Nominee

Trevor St. Baker AO

  82  Non-Executive Director

Kenneth Braithwaite

  

60

  Non-Executive Director Nominee

Kara Phillips

  42  Non-Executive Director Nominee

Edward Hightower

  

56

  Non-Executive Director Nominee

Upon consummation of the Business Combination, it is expected that (i) each of the officers and directors listed above will hold the indicated offices and (ii) each of the director nominees listed above will be appointed as directors by the NewCo Board. Please see the section entitled “Management of NewCo After the Business Combination” elsewhere in this proxy statement/prospectus for biographies and additional information.

Listing of NewCo Ordinary Shares and NewCo Warrants on the NASDAQ

NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing the NewCo Ordinary Shares and NewCo Warrants will be listed under the ticker symbols “DCFC” and “DCFCW,” respectively.

Delisting of DCRN Common Stock and Deregistration of DCRN

DCRN and Tritium anticipate that, following consummation of the Business Combination, DCRN Class A Common Stock, DCRN units and DCRN warrants will be delisted from the NASDAQ, and DCRN will be deregistered under the Exchange Act.

Comparison of Shareholder Rights

There are certain differences in the rights of DCRN stockholders prior to the Business Combination and the rights of NewCo shareholders after the Business Combination. Please see the section entitled “Comparison of Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information.

Appraisal Rights

Appraisal rights are not available to holders of shares of DCRN Class A Common Stock and DCRN Class B Common Stock in connection with the Business Combination.

 

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Material U.S. Federal Income Tax Considerations

Holders of DCRN Class A Common Stock and DCRN warrants should carefully read the discussion under the caption “Material U.S. Federal Income Tax Considerations” included elsewhere in this proxy statement/ prospectus for a discussion of the material U.S. federal income tax considerations with respect to electing to have their shares of DCRN Class A Common Stock redeemed for cash if the Business Combination is completed, the Merger, and, if applicable, the ownership and disposition of NewCo Ordinary Shares and NewCo Public Warrants following the Business Combination.

Holders of DCRN Class A Common Stock and DCRN warrants (i) who exercise their redemption rights with respect to their shares of DCRN Class A Common Stock, (ii) who exchange their DCRN Class A Common Stock for NewCo Ordinary Shares and/or (iii) whose DCRN warrants will automatically convert into NewCo Warrants in the Merger should consult with, and rely solely upon, their tax advisors to determine the specific tax consequences to them of the Business Combination and, to the extent applicable, of owning NewCo Ordinary Shares or NewCo Warrants following the completion of the Business Combination, including the applicability and effect of any U.S. federal, state, local, or non-U.S. tax laws and tax treaties (and any potential future changes thereto).

Material Australian Tax Considerations

Tritium shareholders, DCRN stockholders and DCRN warrant holders should read carefully the information included elsewhere in this proxy statement/prospectus under “Material Australian Tax Considerations” for a detailed discussion of material Australian tax consequences of ownership of and disposition of NewCo Ordinary Shares after the Business Combination. The information provided under “Material Australian Tax Considerations” has been prepared solely for the purpose of allowing Tritium shareholders and DCRN stockholders to broadly understand certain Australian tax implications of holding and disposing of NewCo Ordinary Shares and does not represent individual tax advice from an appropriate professional advisor with knowledge of all of the relevant facts and circumstances of each individual shareholder. All Tritium shareholders and DCRN stockholders are strongly advised to obtain and rely on their own professional tax advice based on their own specific circumstances.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill, intangible assets or other fair value adjustments recorded, in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, DCRN will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Tritium will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Tritium (i.e., a capital transaction involving the issuance of stock by DCRN for the stock of Tritium). Tritium will, consequently, be deemed the accounting predecessor meaning that Tritium’s consolidated assets, liabilities and results of operations will become the historical financial statements of NewCo. The shares issued by the accounting acquirer are recognized at fair value and recorded as consideration for the acquisition of the public shell company, DCRN. The net assets of DCRN will be recognized at historical cost (which is expected to be consistent with carrying value). Tritium has been determined to be the accounting acquirer and predecessor in the Business Combination based on evaluation of the following facts and circumstances:

 

  

Tritium’s shareholders will have the largest voting interest in NewCo under both the no redemption and maximum redemption scenarios;

 

  

NewCo’s board of directors will initially consist of seven directors: Tritium’s shareholders will be initially entitled to appoint five directors and DCRN will be initially entitled to appoint two directors;

 

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Tritium’s existing shareholders will have the ability to control decisions regarding the election and removal of directors from the NewCo Board;

 

  

NewCo will continue to operate under the Tritium tradename and the headquarters of NewCo will be Tritium’s existing headquarters;

 

  

The business of Tritium will comprise the ongoing operations of NewCo;

 

  

Tritium’s senior management will serve as the majority of senior management of NewCo; and

 

  

Tritium is the larger entity, in terms of both revenues and total assets.

Other factors were considered, including the purpose and intent of the Business Combination, noting that the preponderance of evidence as described above is indicative that Tritium is the accounting acquirer and predecessor in the Business Combination.

Risk Factor Summary

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to NewCo and Tritium’s business and industry and the Business Combination are summarized below.

 

  

Tritium is a growth-stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the near term.

 

  

Tritium has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.

 

  

Tritium currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops.

 

  

Tritium faces risks related to health pandemics, including the recent COVID-19 pandemic, which could have a material adverse effect on its business and results of operations.

 

  

Tritium relies on a limited number of suppliers and manufacturers of certain key components for its charging stations. A loss of any of these partners, including as a result of a global supply shortage or major shipping disruption, could negatively affect Tritium’s business, financial condition and operating results.

 

  

Tritium is dependent on a limited number of significant customers and distributors for a substantial portion of its revenues. The loss of any such customer or distributor, a reduction in sales to any such customer or distributor, or the decline in the financial condition of any such customer or distributor could have a material adverse effect on Tritium’s business, financial condition, and results of operations if they are not replaced with another large sales order.

 

  

Tritium is expanding its operations internationally, which will expose it to additional tax, compliance, market and other risks.

 

  

If a safety issue occurs with Tritium products, or similar products from another manufacturer, there could be adverse publicity around Tritium’s products or the safety of charging stations generally, which could adversely affect Tritium’s business and results of operations.

 

  

If products in Tritium’s product roadmap, including Tritium’s software licenses, do not achieve projected sales in the future in their planned channel, revenue forecasts for that product will not be met and Tritium’s results of operations could be adversely affected.

 

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Tritium’s future growth and success is highly correlated with, and thus dependent upon, the continuing rapid adoption of EVs for passenger and fleet applications.

 

  

The EV charging industry is characterized by rapid technological change, which requires Tritium to continue to develop new products and product innovations. Any delays or failures in such development could adversely affect market adoption of its products and Tritium’s financial results.

 

  

Tritium’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers and drivers, and/or expose it to product liability and other claims that could materially and adversely affect its business.

 

  

Tritium expects to generate revenue from services and support of their customer installation base. Inadequate services and support could significantly reduce its profitability.

 

  

Future revenue from Tritium’s software business will depend on customers renewing their services subscriptions and subscribing to newly developed software license offerings. If customers do not agree to pay for the software that they have been previously making use of or stop using the software or any of Tritium’s other subscription offerings, or if customers fail to add more stations, Tritium’s business and operating results will be adversely affected.

 

  

NewCo will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

 

  

Tritium has identified material weaknesses in its internal control over financial reporting. If Tritium is unable to remediate these material weaknesses, or if NewCo identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of NewCo’s consolidated financial statements or cause NewCo to fail to meet its periodic reporting obligations.

 

  

Tritium’s financial condition and results of operations are likely to fluctuate in the future due to, among other things, the cyclical nature of the automotive industry, which could cause its results to fall below expectations, resulting in a decline in the price of NewCo Ordinary Shares.

 

  

Tritium may be adversely affected by foreign currency fluctuations.

 

  

Data protection laws, and similar domestic or foreign regulations, may adversely affect Tritium’s business.

 

  

Failure to comply with anticorruption and anti-money laundering laws, including the FCPA and similar laws associated with activities outside of the United States, could subject Tritium to penalties and other adverse consequences.

 

  

Tritium could be adversely impacted if it fails to comply with U.S. and international import and export laws.

 

  

Failure to comply with laws relating to labor and employment could subject Tritium to penalties and other adverse consequences.

 

  

As a “foreign private issuer” under the rules and regulations of the SEC, NewCo is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers.

 

  

The success of NewCo following the Business Combination depends on the business operations of Tritium, which exposes investors to a concentration of risk in the limited sectors in which Tritium’s business is focused.

 

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DCRN and Tritium expect to incur significant transaction costs in connection with the Business Combination.

 

  

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

Market Prices and Dividends

NewCo

Historical market price information regarding NewCo is not provided because there is no public market for its securities.

NewCo has not paid any cash dividends on the NewCo Ordinary Shares to date.

DCRN

The DCRN units, DCRN Class A Common Stock and DCRN warrants are currently listed on the NASDAQ under the symbols “DCRNU,” “DCRN” and “DCRNW,” respectively. Each DCRN unit consists of one share of DCRN Class A Common Stock and one-third of one DCRN warrant. The DCRN units commenced trading on February 8, 2021, the DCRN Class A Common Stock and DCRN public warrants began trading on March 29, 2021.

The following table sets forth, for the period indicated, the high and low sales prices per DCRN unit, share of DCRN Class A Common Stock and DCRN warrant as reported on the NASDAQ for the periods presented:

 

Fiscal Year 2020

  DCRN Units
(DCRNU)
   DCRN Class A
Common Stock
(DCRN)
   DCRN
Warrants
(DCRNW)
 
   High   Low   High   Low   High   Low 

Quarter ended March 31, 2021

  $11.89   $9.80   $16.00   $9.68   $2.50   $0.83 

Quarter ended June 30, 2021

  $10.45   $9.97   $10.10   $9.60   $2.50   $0.96 

Quarter ended September 30, 2021

  $10.54   $10.11   $9.95   $9.82   $1.86   $1.04 

Quarter ending December 31, 2021 (through                 , 2021)

  $    $    $    $    $    $  

 

On May 24, 2021, the last trading date before the public announcement of the Business Combination, DCRN units, DCRN Class A Common Stock and DCRN warrants closed at $9.99, $9.66 and $1.03, respectively.

DCRN has not paid any cash dividends on the DCRN Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

Tritium

Historical market price information regarding Tritium is not provided because there is no public market for its securities.

 

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the Proposals to be voted on at the DCRN special meeting. The risks discussed herein have been identified based on an evaluation of the historical risks faced by Tritium and DCRN and relate to current expectations as to future risks that may result from the Business Combination. Certain of the following risk factors apply to the business and operations of Tritium and will also apply to the business and operations of NewCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of NewCo following the Business Combination. This could cause the trading price of the DCRN Common Stock, the DCRN units, the DCRN warrants, the NewCo Ordinary Shares or the NewCo Warrants to decline, perhaps significantly, and you therefore may lose all or part of your investment. You should carefully consider the following risk factors in conjunction with the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” “Tritium Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “DCRN Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements of Tritium, the financial statements of DCRN and notes to the financial statements included herein. The risks discussed below are not exhaustive and are based on certain assumptions made by NewCo, DCRN and Tritium which later may prove to be incorrect or incomplete. Investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Tritium, DCRN and NewCo. Each of NewCo, DCRN and Tritium may face additional risks and uncertainties that are not presently known to it, or that are currently deemed immaterial, which may also impair its business or financial condition.

Risks Related to Tritium’s Business

Tritium is a growth-stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the near term.

Tritium incurred total comprehensive losses of $35.0 million and $63.2 million for the year ended June 30, 2020, and the year ended June 30, 2021, respectively. Tritium believes it will continue to incur operating and net losses for the near term. Even if it achieves profitability, there can be no assurance that it will be able maintain profitability in the future. Tritium’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric trucks and other vehicles, and other electric transportation modalities, which may not occur. Further, EV charging is a developing technology and Tritium’s future business performance is dependent upon its ability to build and sell a differentiated technology. If EV charging technology commoditizes and prices decrease more rapidly than Tritium has forecasted, its market share and results of operations may be adversely impacted.

Tritium has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.

Tritium has experienced rapid growth in recent periods. For example, the number of full-time employees has grown from 222 in 2018 to 320 as of July 31, 2021. The growth and expansion of its business has placed and continues to place a significant strain on management, operations, financial infrastructure and corporate culture. In the event of further growth, Tritium’s information technology systems and Tritium’s internal control over financial reporting and procedures may not be adequate to support its operations and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain unauthorized access to business information or misappropriate funds. Tritium may also face risks to the extent such bad actors infiltrate the information technology infrastructure of its contractors.

 

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To manage growth in operations and personnel, Tritium will need to continue to improve its operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, loss of key personnel, information security vulnerabilities or other operational difficulties, any of which could adversely affect its business performance and operating results.

Tritium currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops.

The EV charging industry is relatively new, and the competitive landscape is still developing. Successfully penetrating large emerging EV markets, such as North America and Europe, will require early engagement with customers to gain market share, and ongoing efforts to scale channels, installers, teams and processes. Tritium’s potential entrance into additional Asia-Pacific markets such as Japan, South Korea and Singapore may require establishing itself against existing competitors. In addition, there are multiple competitors in North America and Europe that could begin selling and commissioning chargers of lower quality which, in turn, may cause poor driver experiences, hampering overall EV adoption or trust in EV charging providers.

Tritium believes that it is differentiated from current publicly listed EV charger manufacturers in that it focuses exclusively on developing DC fast charging solutions. However, there are other means for charging EVs and the continued or future adoption of such other means could affect the demand for Tritium’s DC fast charging products and services. For example, Tesla Inc. (“Tesla”), continues to build out its proprietary supercharger network across the United States for Tesla vehicles and has announced that it plans to open this network to other EVs beginning later in 2021, which could reduce overall demand for DC fast charging at other sites. Also, third-party contractors can provide basic electric charging capabilities to potential customers seeking on-premise EV charging capability. In addition, many EV charging manufacturers are offering home charging equipment, which could reduce demand for on-premise charging capabilities if EV owners find charging at home to be sufficient. Further, the continued or future adoption of other home charging technologies could reduce the demand for Tritium’s planned home charging product offerings.

Further, Tritium’s current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may be able to respond more quickly and effectively than Tritium to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted technologies, greater marketing expertise and greater financial resources, which could put Tritium at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of Tritium’s current or future target markets, which could create price pressure. In light of these factors, even if Tritium’s offerings are more effective and of higher quality than those of its competitors, current or potential customers may accept competitive solutions. If Tritium fails to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.

Tritium faces risks related to health pandemics, including the recent COVID-19 pandemic, which could have a material adverse effect on its business and results of operations.

The impact of the COVID-19 pandemic, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant

 

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volatility in the global economy and led to reduced economic activity. The impact of the COVID-19 pandemic has also resulted in a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has led to a decrease in EV sales in markets around the world. Any sustained downturn in demand for EVs would harm Tritium’s business.

Throughout the COVID-19 pandemic, government authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. The reimplementation of these measures upon a resurgence of the virus or a rise in variants may adversely impact Tritium’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for EV charging stations, particularly at workplaces. These measures by government authorities may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing activities, business and results of operations.

The COVID-19 pandemic has also prompted a trend towards expanding contractual liability, including penalties for delivery and service delays and force majeure clauses for suppliers, which could have a material adverse effect on Tritium’s business and results of operations if delivery or servicing of its products is delayed due to COVID-19 restrictions or similar events. There is an increased risk of both litigation and loss of business due to service and delivery delays resulting from COVID-19 pandemic impacts.

The impact of the COVID-19 pandemic on international shipping and air freight, including fewer available shipping providers and routes and air freight capacity and routes and significantly increased costs, has increased Tritium’s cost of goods sold and may continue to increase cost of goods sold in the future. Additionally, any future shipping or air freight delays and cost increases as a result of the COVID-19 pandemic, or any future pandemic or resurgence, could have a material adverse effect on Tritium’s business and results of operations.

The extent to which the COVID-19 pandemic impacts Tritium’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including, but not limited to, the rise and prevalence of future resurgences or variants, duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and business partners to perform, including third-party suppliers’ ability to provide components and materials used in charging stations or in providing commissioning or maintenance services. Additionally, the COVID-19 pandemic has already led to and may continue to lead to additional cost increases in the component parts used to manufacture and service EV charging stations, impacting Tritium’s business and results of operations. Even after the COVID-19 pandemic has subsided, Tritium may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

The COVID-19 pandemic has also led to less international migration, impacting job markets in the countries that Tritium operates in, specifically increasing labor costs and the cost of attracting talented executives, sales staff and engineers, and also limiting the available pool of talent due to international travel restrictions and quarantine requirements, leading to labor being less mobile for interstate and international moves. These restrictions could have a material adverse effect on Tritium’s business and results of operations.

Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for Tritium’s products and services.

 

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Tritium relies on a limited number of suppliers and manufacturers of certain key components for its charging stations. A loss of any of these partners, including as a result of a global supply shortage or major shipping disruption, could negatively affect Tritium’s business, financial condition and operating results.

Tritium relies on a limited number of suppliers to manufacture components for its charging stations, including in some cases only a single supplier for some products and components. This reliance on a limited number of suppliers increases Tritium’s risks, since it does not currently have proven reliable alternative or replacement suppliers for certain components beyond these key parties, and in some cases replacing the supplier would require re-certification of the charging station by relevant regulatory authorities. In the event of a disruption, Tritium may not be able to increase capacity from other sources, or develop alternate or secondary sources, without incurring material additional costs and substantial delays. Thus, Tritium’s business could be adversely affected if one or more of its suppliers is impacted by any raw materials shortages or price increases, or manufacturing, shipping or regulatory disruptions.

If Tritium experiences a significant increase in demand for its charging stations, or if it needs to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms or at all, which may undermine its ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a supplier that has the capability and resources to build charging station components in sufficient volume. Identifying suitable suppliers and sub-assembly manufacturers could be an extensive process that requires Tritium to become satisfied with their component or sub-assembly specifications, quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical or environmental, social and governance (“ESG”) practices. Accordingly, a loss of any significant suppliers or sub-assembly manufacturers could have an adverse effect on Tritium’s business, financial condition and operating results.

Tritium is dependent on a limited number of significant customers and distributors for a substantial portion of its revenues. The loss of any such customer or distributor, a reduction in sales to any such customer or distributor, or the decline in the financial condition of any such customer or distributor could have a material adverse effect on Tritium’s business, financial condition, and results of operations if they are not replaced with another large sales order.

Tritium is, and may continue to be, dependent on a limited number of customers and distributors for a substantial portion of its revenue. Tritium cannot be certain that customers and/or distributors that have accounted for significant revenues in past periods, individually or as a group, will continue to generate similar revenues in any future period. The loss of any of Tritium’s major customers could negatively affect its results of operations, and any reduction, delay or cancellation of orders from one or more of its significant customers, or a decision by one or more of its significant customers to select products manufactured by a competitor, would significantly and negatively impact its revenue. Additionally, the failure of Tritium’s significant customers to pay their current or future outstanding balances would increase its operating expenses and reduce its cash flows.

Tritium’s contract with its exclusive distributor for the fuel market expired in August 2021, and Tritium does not expect the exclusive distributor contract to be renewed. Tritium expects to continue to work with this distributor to fill fuel customers’ orders that were already secured prior to August 2021.

Tritium previously had a three-year, exclusive distributor agreement with Gilbarco Inc. (“Gilbarco”), an affiliate of a Tritium shareholder, who had the sole right during the term of the distributor contract to lead sales into fuel customers and to sell Tritium products into the fuel segment (with an exception for charge point operators). That agreement expired on August 29, 2021, which requires Tritium and Gilbarco to negotiate the assignment of existing contracts between Gilbarco’s and Tritium’s end customers or enter continuity agreements for supply and servicing under such contracts. The expiration of the agreement also means that in order to sell to fuel segment customers, rather than selling through Gilbarco, Tritium must now either (i) directly tender products and services or enter supply arrangements with those customers or (ii) use other Tritium distributors to sell

 

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products and services into the fuel segment. Additionally, as a result of the expiration of the agreement, Gilbarco may now sell products that compete with Tritium’s products to Tritium’s existing and prospective customers. Failure to retain these fuel customers could adversely affect Tritium’s business and results of operations. See “Business of Tritium and Certain Information About Tritium—Distribution.”

While Tritium to date has not made material acquisitions, should it pursue acquisitions in the future, it would be subject to risks associated with acquisitions.

Tritium may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into Tritium’s own business would require attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

If Tritium is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.

Tritium’s success depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively would adversely affect its business.

Competition for employees can be intense, and the ability to attract, hire and retain them depends on Tritium’s ability to provide competitive compensation, culture and benefits. Tritium may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including the execution of its global business strategy.

Tritium is expanding its operations internationally, which will expose it to additional tax, compliance, market and other risks.

Tritium’s primary operations are in Australia, the United States and the Netherlands, and it maintains contractual relationships with suppliers and sub-assembly manufacturers throughout the world. Tritium is continuing to invest to increase its presence in these regions and to expand globally. Tritium is also exploring the possibility of establishing a software team and additional corporate offices in California. Managing this expansion requires additional resources and controls, and could subject Tritium to risks associated with international operations, including:

 

  

conformity with applicable business customs, including translation into foreign languages and associated expenses;

 

  

lack of availability of government incentives and subsidies;

 

  

potential changes to its established business model;

 

  

cost of alternative power sources, which could vary meaningfully;

 

  

difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

 

  

installation challenges;

 

  

differing driving habits and transportation modalities in other markets;

 

  

different levels of demand among commercial, fleet and residential customers;

 

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compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the EU General Data Protection Regulation (the “GDPR”), changing requirements for legally transferring data out of the European Economic Area, Singapore’s Personal Data Protection Act, as amended, and the California Consumer Privacy Act (“CCPA”);

 

  

compliance with U.S. and foreign anti-bribery laws including the FCPA and the UK Bribery Act 2010 (the “UK Bribery Act”);

 

  

conforming products to various international regulatory and safety requirements as well as charging and other electric infrastructures;

 

  

difficulty in establishing, staffing and managing foreign operations;

 

  

difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

 

  

restrictions on repatriation of earnings;

 

  

compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and

 

  

regional economic and political conditions.

As a result of these risks, Tritium’s current expansion efforts and any potential future international expansion efforts may not be successful.

Tritium’s management team has limited experience in operating a public company in the United States.

Tritium’s executive officers have limited experience in the management of a publicly traded company in the United States. The management team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that a significant amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company. Tritium may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies. The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company may require costs greater than expected.

Tritium’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators as that market matures.

Tritium’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators. The electrification of fleets is an emerging industry, and fleet operators may not adopt EVs on a widespread basis and on the timelines Tritium anticipates. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption. The sales cycle could also be longer for sales to fleet operators, as they are often larger organizations, with more formal procurement processes than smaller commercial site hosts, for example. Fleet operators may also require significant additional services and support, and if Tritium is unable to provide such services and support, it may adversely affect its ability to attract additional fleet operators as customers. Any failure to attract and retain fleet operators as customers in the future would adversely affect Tritium’s business and results of operations.

 

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Depending on funds raised in connection with the Business Combination, Tritium may need to raise additional funds and these funds may not be available when needed.

Tritium may need to raise additional capital in the future to further scale its business and expand to additional markets. Tritium may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. Tritium cannot be certain that additional funds will be available on favorable terms when required, or at all. If Tritium cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If Tritium raises funds through the issuance of debt securities or through loan arrangements, the terms of such securities or loans could require significant interest payments, contain covenants that restrict Tritium’s business, or other unfavorable terms. In addition, to the extent Tritium raises funds through the sale of additional equity securities, Tritium shareholders would experience additional dilution.

Any delay in Tritium achieving its manufacturing expansion planned for Europe and the United States could impact revenue forecasts associated with these facilities.

Tritium presently intends to apply a portion of the funds raised in connection with the Business Combination to fund at least a substantial portion of the costs of establishing new manufacturing facilities in Europe and the United States. Tritium’s ability to fund the completion of these projects may depend on, in addition to the funds raised in connection with the Business Combination, cash flow from future operations, which may not materialize or be available at the needed levels, or other sources of funding, which may not be available at acceptable rates or at all. In addition, completion of these projects could be delayed due to factors outside of Tritium’s control, including equipment delivery delays and other shipping delays or interruptions, delays in customs processing, delays in obtaining regulatory approvals, work stoppages, imposition of new trade tariffs, unusual weather conditions and impacts of the COVID-19 pandemic. Any delays in completion of these projects could impact revenue forecasts associated with the expanded facilities and could adversely affect Tritium’s business, financial condition and results of operations.

If a safety issue occurs with Tritium products, or similar products from another manufacturer, there could be adverse publicity around Tritium’s products or the safety of charging stations generally, which could adversely affect Tritium’s business and results of operations.

Manufacturers of EV charging stations, including Tritium, may be subject to claims that their products have malfunctioned and, as a result, persons were injured and/or property was damaged. For example, under certain circumstances, including improper charging, lithium-ion batteries have been observed to catch fire or vent smoke and flames. In addition, Tritium’s customers could be subjected to claims as a result of such incidents and may bring legal claims against Tritium to attempt to hold Tritium liable. Any of these events could result in negative publicity and reputational harm, which could adversely affect Tritium’s business and results of its operations.

If products in Tritium’s product roadmap, including Tritium’s software licenses, do not achieve projected sales in the future in their planned channel, revenue forecasts for that product will not be met and Tritium’s results of operations could be adversely affected.

Tritium cannot assure you that the software and hardware technology on Tritium’s product roadmap will prove to be commercially viable or meet projected revenue forecasts. Tritium’s business is based on new technology and if its software or hardware fails to achieve expected performance and cost metrics, Tritium may be unable to develop demand for products and generate sufficient revenue to meet forecasts for one or more product channels. Further, Tritium and/or its customers may experience operational problems with Tritium’s products that could delay or defeat the ability of such products to generate revenue or operating profits. If Tritium is unable to achieve its sales targets on time and within its planned budget, its business, results of operations and financial condition could be materially and adversely affected.

 

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An interruption of Tritium’s production capability at one or more of its manufacturing facilities from pandemics, accident, calamity or other causes, or events affecting the global economy, could adversely affect Tritium’s business.

Tritium manufactures its products at a limited number of manufacturing facilities, and it generally does not have redundant production capabilities that would enable it to shift production of a particular product rapidly to another facility in the event of a loss of one of, or a portion of one of, its manufacturing facilities. A catastrophic loss of the use of one or more of Tritium’s manufacturing facilities due to pandemics, including the COVID-19 pandemic, accident, fire, explosion, labor issues, extreme weather events, natural disasters, condemnation, cyberattacks, cancellation or non-renewals of leases, terrorist attacks or other acts of violence or war or otherwise could have a material adverse effect on Tritium’s production capabilities. In addition, unexpected failures, including as a result of power outages or similar disruptions outside of Tritium’s control, of Tritium’s equipment and machinery could result in production delays or the loss of raw materials or products in the equipment or machinery at the time of such failures. Any of these events could result in substantial revenue loss and repair costs. An interruption in Tritium’s production capabilities could also require it to make substantial capital expenditures to replace damaged or destroyed facilities or equipment. There are a limited number of manufacturers that make some of the equipment Tritium uses in its manufacturing facilities, and Tritium could experience significant delay in replacing or repairing manufacturing equipment necessary to resume production. An interruption in Tritium’s production capability, particularly if it is of significant duration, could result in a permanent loss of customers who decide to seek alternate products and could materially adversely affect Tritium’s business, financial condition and operating results.

Increases in labor costs, potential labor disputes and work stoppages or an inability to hire skilled manufacturing, sales and other personnel could adversely affect Tritium’s business.

Tritium’s financial performance is affected by the availability of qualified personnel and the cost of labor. An increase in labor costs, work stoppages or disruptions at Tritium’s facilities or those of its suppliers or transportation service providers, or other labor disruptions, could decrease Tritium’s sales and increase its expenses. The effects of the COVID-19 pandemic have reduced immigration of skilled labor into Australia and correspondingly reduced the labor pool for certain key roles. The COVID-19 pandemic has also led to reduced interstate migration within Australia. These factors could increase wages for certain roles or cause business operations to suffer. Although Tritium’s employees are not represented by a union, its labor force may become subject to labor union organizing efforts, which could cause Tritium to incur additional labor costs. Some of Tritium’s employees are covered by Awards (as defined below) or, in the Netherlands, a Collective Labor Agreement (as defined below). In Australia, Awards are set by the Australian legislature and define the minimum terms of employment within a specific industry or occupation. Awards that apply to Tritium’s employees in Australia include the Manufacturing and Associated Industries and Occupations Award, the Professional Employees Award and the Clerks Award (collectively, “Awards”). Employees employed by Tritium’s Dutch subsidiaries (i.e., Tritium Europe B.V. and Tritium Technologies B.V.) are covered by a Collective Labor Agreement (“Collective Labor Agreement”), which sets out the minimum terms of their employment agreements.

The competition for skilled manufacturing, sales and other personnel is intense in the regions in which Tritium’s manufacturing facilities are located. A significant increase in the salaries and wages paid by competing employers could result in a reduction of Tritium’s labor force, increases in the salaries and wages that it must pay, or both. Additionally, potential employees may seek remote work options that are unavailable for certain positions. If Tritium is unable to hire and retain skilled manufacturing, sales and other personnel, its ability to execute its business plan, and Tritium’s results of operations, would suffer.

 

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Risks Related to the EV Market

Changes to fuel economy standards or the success of alternative fuels such as green hydrogen may negatively impact the EV market and depot charging sales opportunities for heavy vehicles and thus the demand for Tritium’s products and services.

If the fuel efficiency of non-electric vehicles continues to increase, and the cost of vehicles using renewable transportation fuels, such as ethanol and biodiesel, improves, the demand for EVs could diminish. In addition, the EV fueling model is different than gasoline or other fuel models, requiring behavior change and education of influencers, consumers and others, such as regulatory bodies. Developments in alternative technologies, such as green hydrogen, advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations. For example, fuel that is abundant and relatively inexpensive in the United States, such as compressed natural gas, may emerge as the preferred alternative to petroleum-based fuels. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based fuels over others, which may not necessarily be EVs. This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market. Finally, the state of California’s waiver for setting state-specific vehicle emissions standards may or may not be reinstated, which could impact California’s ability to set fuel economy standards that encourage the adoption of EVs, which are followed by many other states. If any of the above cause or contribute to consumers or businesses no longer purchasing EVs or purchasing them at a lower rate, it would materially and adversely affect Tritium’s business, operating results, financial condition and prospects.

Tritium’s future growth and success is highly correlated with, and thus dependent upon, the continuing rapid adoption of EVs for passenger and fleet applications.

Tritium’s future growth is highly dependent upon the adoption of EVs both by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and other competitive factors, evolving government regulation and industry standards, changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continued growth or future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, Tritium’s business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

 

  

perceptions about EV features, quality, safety, performance and cost;

 

  

perceptions about the limited range over which EVs may be driven on a single battery charge;

 

  

concerns regarding the availability of convenient fast-charging infrastructure;

 

  

competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;

 

  

volatility in the cost of oil, gasoline and electricity;

 

  

concerns regarding the stability of the electrical grid;

 

  

the decline of an EV battery’s ability to hold a charge over time;

 

  

availability of service and maintenance for EVs;

 

  

availability of critical minerals and other components for the manufacture of EVs and EV batteries;

 

  

consumers’ perception about the convenience and cost of charging EVs;

 

  

increases in fuel efficiency;

 

  

government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

 

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relaxation of government mandates or quotas regarding the sale of EVs; and

 

  

concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles. Furthermore, because fleet operators are expected to make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and Tritium’s products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect Tritium’s business, financial condition and operating results.

The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and other entities in many countries around the world to offset the purchase or operating cost of EVs and EV charging stations. Tritium’s sales and sales growth heavily rely on these incentives to continue the transition towards the electrification of transport, and therefore the demand for EV chargers. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect Tritium’s financial results.

The U.S. federal government, foreign governments and some U.S. state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations for customers and support widespread installation of EV charging infrastructure. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. In particular, Tritium has heavily relied upon the availability of U.S. federal tax credits to purchasers under Section 30C of the Code to market its EV charging stations, which subsidize the cost of placing in service EV charging stations. The credits under Section 30C of the Code are set to expire on December 31, 2021, and thus would not be available going forward unless extended. There can be no assurance that the credits under Section 30C of the Code will be extended, or if extended, will not be otherwise reduced. Any reduction in rebates, tax credits or other financial incentives, including the credit under Section 30C of the Code, could negatively affect the EV market and adversely impact Tritium’s business operations and expansion potential.

Increases in costs, disruption of supply or shortage of raw materials, particularly lithium-ion battery cells, could harm the ability of EV manufacturers to produce electric vehicles.

EV manufacturers may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such cost increase or supply interruption could materially negatively impact their businesses as well as Tritium’s business prospects, financial condition and operating results. EV manufacturers use various raw materials including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), lithium, and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand and could adversely affect their businesses and Tritium’s business prospects and operating results. Additionally, certain manufacturers may be required to comply with supply chain diligence requirements in obtaining certain of these raw materials, which may result in increased procurement costs if only a limited number of suppliers

 

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meet such criteria. As such, Tritium is exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

 

  

the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the EV industry as demand for such cells increases;

 

  

disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and

 

  

an increase in the cost of raw materials, such as cobalt and lithium, used in lithium-ion cells.

Any disruption in the supply of battery cells could temporarily disrupt production of all EVs. Moreover, battery cell manufacturers may refuse to supply to EV manufacturers if they determine that the vehicles are not sufficiently safe. Substantial increases in the prices for raw materials would increase EV manufacturers’ operating costs and could reduce their margins if the increased costs cannot be recouped through increased EV prices. This would likely result in the production of fewer EVs by manufacturers.

The EV charging industry is characterized by rapid technological change, which requires Tritium to continue to develop new products and product innovations. Any delays or failures in such development could adversely affect market adoption of its products and Tritium’s financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, including Tritium’s products. Tritium’s future success will depend upon its ability to timely develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of EV charging. Wireless inductive EV charging could also become more viable and gain some market share. As new products are introduced, gross margins tend to decline in the near term and improve as the product become more mature and with a more efficient manufacturing process.

As EV technologies change, Tritium may need to upgrade or adapt its charging station technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve substantial costs. Even if Tritium is able to keep pace with changes in technology and develop new products and services, its product development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected.

Tritium cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage Tritium’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase Tritium’s competitors’ products or services.

If Tritium is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects will be adversely affected.

Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

This proxy statement/prospectus includes estimates of the addressable market for Tritium’s products and solutions, and the EV market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the

 

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uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts in this proxy statement/prospectus relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasted in this proxy statement/prospectus, Tritium’s business could fail to grow at similar rates.

Competition to increase market share may lead to Tritium’s competitors reducing their margins, or selling competing products at a loss or signing up to unfavorable contract terms, requiring Tritium to either lose market share, sell its products for similarly low margins or increase its exposure to legal risk, which could adversely affect Tritium’s results of operations and financial condition.

Competitive price pressures could negatively affect Tritium’s operating results. The EV market in which Tritium operates is both highly competitive and is at a relatively early stage. In addition, several of Tritium’s larger competitors have significantly greater resources than Tritium and may potentially sell products and services below cost in order to gain market share. If Tritium’s competitors offer discounts on certain products or services in the future, Tritium has in the past and may in the future decide to lower prices on its products and/or services, which could adversely affect its gross margins, financial condition and results of operations.

Competitive pressure to gain market share could result in Tritium’s competitors executing agreements with unfavorable contract terms that shift key risks onto the charger manufacturer, such as new product development and certification timeframes or component failures and requirements to proactively retrofit parts which have not yet failed. If Tritium’s competitors decide to sign contracts on these terms, Tritium may decide to sign up for them in order to compete which could adversely affect results of operations.

If market-driven price reductions exceed forecasted price reductions, Tritium’s cost reduction activities may not offset those reduced prices, which could adversely affect Tritium’s results of operations and financial condition.

The markets in which Tritium participates are intensely competitive and are likely to remain intensely competitive for the foreseeable future. Tritium has experienced pricing pressure on many of its products and anticipates continued pricing pressure in the future. Ongoing and heightened competitive price pressure makes it increasingly important for Tritium to reduce the unit costs of its products. Although Tritium has undertaken and expects to continue to undertake productivity enhancement and cost reduction initiatives, including significant investments in its facilities to improve manufacturing efficiency, cost and product quality, it cannot make assurances that it will complete all of these initiatives, fully realize the estimated cost savings from such activities, or be able to continue to reduce costs and increase productivity. If Tritium is not able to reduce costs sufficiently to offset reduced prices, its market share, margin and results of operations may be adversely affected.

Risks Related to Tritium’s Technology, Intellectual Property and Infrastructure

Tritium may need to defend against intellectual property infringement or misappropriation claims or challenge the patents of its competitors, which may be time-consuming and expensive.

From time to time, the holders of intellectual property rights may assert their rights and urge Tritium to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that Tritium will be able to mitigate the risk of potential suits or successfully combat other legal demands by competitors or other third parties. Accordingly, Tritium may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation or arbitration will not occur, and such licenses and associated disputes could significantly increase Tritium’s operating expenses. In addition, if Tritium is determined to have or believes there

 

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is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that Tritium’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to Tritium’s products and services, Tritium may be required to indemnify such customers and business partners. Further, Tritium may be forced to challenge the patents of its competitors, either in conjunction with defending an infringement claim or separately, in order to protect Tritium’s rights to sell its current and future products. If Tritium were required to take one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or other disputes, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

Tritium’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

Tritium’s success depends, at least in part, on its ability to protect its technology and intellectual property. To accomplish this, Tritium relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology. Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of Tritium’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

The measures Tritium takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

 

  

any patent applications Tritium submits may not result in the issuance of patents;

 

  

the scope of issued patents may not be broad enough to cover a competitor’s products;

 

  

any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;

 

  

the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

 

  

current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software;

 

  

know-how and other proprietary information Tritium purports to hold as a trade secret may not qualify as a trade secret under applicable laws; and

 

  

proprietary designs and technology embodied in Tritium’s products may be discoverable by third parties through means that do not constitute violations of applicable laws.

Patent, trademark, and trade secret laws are geographical in scope and vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of its intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, Tritium’s intellectual property rights may not be as strong or as easily enforced outside of the United States.

It may be possible for a third party to copy or otherwise obtain and use Tritium’s proprietary rights. Tritium employs people on product development projects and in the factory and necessarily discloses to those persons trade secrets and know-how concerning its hardware and software. There is a risk that employees of Tritium may

 

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improperly disclose trade secrets to competitors of Tritium for commercial advantage in countries where the legal system does not support enforceability of intellectual property rights. Customers may also dismantle Tritium’s hardware for the purposes of reverse engineering it. While Tritium takes reasonable legal and other steps to protect its trade secrets and know how, there can be no assurance that any protective measure taken by Tritium has been, or will be adequate to protect Tritium’s proprietary rights from industrial espionage risks.

Tritium may be the target of industrial espionage and it is difficult for Tritium to protect against industrial espionage carried out by foreign state actors as it does not currently qualify under the Australian Security Intelligence Organisation Act 1979 (Cth) (“ASIO”) as an entity that may request a security assessment in Australia and therefore can only require police checks for its employees and cannot require baseline or secret security clearances which include an ASIO assessment. This exposes Tritium to potential theft of trade secrets, intellectual property and industry know-how by employees who may act for other countries.

Certain patents in the EV industry may come to be considered “standard essential patents”. If this is the case with respect to any of Tritium’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of Tritium technology and intellectual property, and those derivative works may become directly competitive with Tritium’s offerings. Finally, Tritium may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by Tritium’s vendors in connection with design and manufacture of Tritium’s products, thereby jeopardizing Tritium’s ability to obtain a competitive advantage over its competitors.

Tritium’s products are subject to numerous standards and regulations which may materially and adversely affect its business, results of operations or financial condition. The current lack of certainty and alignment in international standards and regulations may lead to multiple production variants of the same product, products failing customer testing, retrofit requirements for already fielded products, litigation with customers facing retrofit expenses, additional test and compliance expenses and further unexpected costs, and Tritium may not be able to comply with new standards and regulations on a competitive timeline or at all.

Emerging industry standards for EV station management, coupled with utilities and other large organizations mandating their own adoption of specifications that may not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction. Countries may also establish conflicting standards and regulations, increasing product development and compliance costs, delaying deliveries to customers and reducing profitability by introducing additional complexity and lack of standardization of production processes. In addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV charging stations, or to use their size and market position to influence the market, which could limit Tritium’s market and reach to customers, negatively impacting its business.

Further, should regulatory bodies later impose a standard that is not compatible with Tritium’s infrastructure, Tritium may incur significant costs to adapt its business model to the new regulatory standard, which may require significant time and, as a result, may have a material adverse effect on its revenues or results of operations.

Tritium’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers and drivers, and/or expose it to product liability and other claims that could materially and adversely affect its business.

Tritium may be subject to claims that charging stations have malfunctioned and that, as a result, persons or property were injured or damaged. The insurance that Tritium carries may be insufficient or may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. In addition, Tritium’s customers

 

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could be subjected to claims as a result of such incidents and may bring legal claims against Tritium to attempt to hold it liable. Any of these events could adversely affect Tritium’s brand, relationships with customers, operating results or financial condition.

Across Tritium’s product line, Tritium develops equipment solutions based on preferred dual source or common off-the-shelf vendors. However, due to its designs, Tritium relies on several single source vendors, the unavailability or failure of which can pose risks to its supply chain and delay revenue.

Furthermore, Tritium’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries. Tritium’s software has contained defects and errors in the past and may in the future contain undetected defects or errors. Tritium is continuing to develop the features and functionality of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if Tritium’s products and services, including any updates or patches, are not implemented (which requires customer consent) or are not used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect Tritium’s business and results of its operations:

 

  

expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

 

  

loss of existing or potential customers or partners;

 

  

interruptions or delays in sales;

 

  

delayed or lost revenue;

 

  

delay or failure to attain market acceptance;

 

  

delay in the development or release of new functionality or improvements;

 

  

negative publicity and reputational harm;

 

  

sales credits or refunds;

 

  

exposure of confidential or proprietary information;

 

  

diversion of development and customer service resources;

 

  

breach of warranty claims;

 

  

legal claims under applicable laws, rules and regulations; and

 

  

an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Although Tritium has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect Tritium from claims by customers, resellers, business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on Tritium’s business, operating results, and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation or settlement agreements, divert management’s time and other resources and cause reputational harm.

In addition, Tritium relies on some open-source software and libraries issued under the GNU General Public License (or similar “copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Use of such copyleft-licensed software or libraries could require Tritium to disclose and license its proprietary source code and permit others to create derivative works of such source code, all at no cost.

 

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Tritium expects to incur product development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to Tritium if such products don’t meet market needs.

Tritium’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. Tritium plans to incur significant product development expense in the future as part of its efforts to design, develop, manufacture, certify and introduce new products and enhance existing products. Tritium’s product development expenses were $10.5 million and $9.5 million during the fiscal years ended June 30, 2021, and 2020, respectively, and are likely to grow in the future. Tritium has also incurred and will continue to incur material tooling, equipment, parts and facility costs in support of its product development efforts. Further, Tritium’s product development program may not produce successful or timely results, and its new products may not achieve market acceptance, create additional revenue or become profitable. If Tritium fails to offer high-quality support to station owners and drivers, its business and reputation will suffer.

Tritium expects to generate revenue from services and support of their customer installation base. Inadequate services and support could significantly reduce its profitability.

Once a customer has installed Tritium charging stations, station owners and drivers will rely on Tritium to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important so station owners can provide charging services and so drivers can receive reliable charging for their EVs. The importance of high-quality customer support will increase as Tritium seeks to expand its business and pursue new customers and geographies. If Tritium does not quickly resolve issues and provide effective support, its ability to retain customers or sell additional products and services to existing customers could suffer and its brand and reputation could be harmed.

Future revenue from Tritium’s software business will depend on customers renewing their services subscriptions and subscribing to newly developed software license offerings. If customers do not agree to pay for the software that they have been previously making use of or stop using the software or any of Tritium’s other subscription offerings, or if customers fail to add more stations, Tritium’s business and operating results will be adversely affected.

In addition to selling charging station hardware, Tritium expects that its future revenue will also depend on customers continuing to subscribe to, and pay for, its EV charging software services and extended warranty coverages. Therefore, it is important that customers renew their subscriptions when their warranty expires, and that some customers purchase service level agreements, subscribe to new software modules, and/or add additional charging stations and services to their existing subscriptions. Customers may decide not to renew their subscriptions with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality, or may not subscribe to newly developed software modules. Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging stations, prices, the features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions. If customers do not renew their subscriptions, if they renew on less favorable terms, or if they fail to add products or services, Tritium’s business and operating results will be adversely affected.

Failure to effectively expand Tritium’s sales and marketing capabilities could harm its ability to increase its customer base, maintain and grow its market share and achieve broader market acceptance of its solutions.

Tritium’s ability to grow its customer base, achieve broader market acceptance, grow revenue and market share, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Sales and marketing expenses represent a significant percentage of Tritium’s total revenue, and its operating results will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue.

 

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Tritium is substantially dependent on its direct sales force to obtain new customers. Tritium plans to continue to expand its direct sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of qualified sales personnel, which may adversely affect its ability to expand its sales capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive as quickly as anticipated, and Tritium may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, hiring sales personnel in new countries can be costly, complex, and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the revenue expected, or ultimately achieved, from those countries. There is significant competition for direct sales personnel with strong sales skills and technical knowledge. Tritium’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified direct sales personnel and on such personnel attaining desired results within a reasonable amount of time. Tritium’s business will be harmed if continuing investment in its sales and marketing capabilities does not generate a significant increase in revenue.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruptions and delays in services and operations, which could harm Tritium’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruptions and delays in Tritium’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing, and other attacks against online networks have become more prevalent and may occur on Tritium’s systems in the future. Tritium has implemented security measures such as multi-factor authentication and security incident and event management tools. But, any attempts by cyber attackers to disrupt Tritium’s services or systems, if successful, could harm its business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage its reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. As cyber-attacks evolve, the cost of measures designed to prevent such attacks continues to increase, and Tritium may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm Tritium’s reputation, brand and ability to attract customers.

Tritium has previously experienced, and may in the future experience, service disruptions, outages and other performance problems with its software and computer systems. These issues can be caused by a variety of factors, including infrastructure changes, cyber-security threats, third-party service providers, human or software errors and capacity constraints. If Tritium’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for its solutions from target customers.

Tritium has processes and procedures in place designed to enable it to recover from a disaster or catastrophe and continue business operations. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect its business and financial results.

 

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Tritium relies on third-party cloud service providers to operate certain aspects of its service. Interruptions, delays in service or inability to increase capacity with Tritium’s cloud service providers could impair the use or functionality of Tritium’s EV charging stations and other services, harm its business and subject it to liability.

Tritium currently serves its business partners and drivers using third-party cloud service providers. Any outage or failure of such cloud services could negatively affect Tritium’s product connectivity and performance. Further, Tritium depends on connectivity from its charging stations to its data network through cellular service and virtual private networking providers. Any incident affecting a cloud service provider’s network or a cellular and/or virtual private networking services provider’s infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of Tritium’s EV charging stations and services.

Financial, Tax and Accounting Risks

Tritium’s financial condition and results of operations are likely to fluctuate in the future due to, among other things, the cyclical nature of the automotive industry, which could cause its results to fall below expectations, resulting in a decline in the price of NewCo Ordinary Shares.

Tritium’s financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond its control.

In addition to the other risks described herein, the following factors could also cause Tritium’s financial condition and results of operations to fluctuate in the future:

 

  

the timing and volume of new sales;

 

  

weather conditions which prevent or delay site installation;

 

  

fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations;

 

  

the timing of new product introductions, which can initially have lower gross margins;

 

  

weaker than anticipated demand for charging stations, whether due to changes in government incentives and policies or due to other conditions;

 

  

fluctuations in sales and marketing or product development expenses;

 

  

supply chain interruptions and manufacturing errors or delivery delays;

 

  

failure to increase manufacturing capacity by the forecasted amount, or within the expected timeframe;

 

  

the timing and availability of new products relative to customers’ and investors’ expectations;

 

  

the length of the sales and installation cycle for a particular customer;

 

  

the impact of COVID-19, including manufacturing or shipping delays and travel restrictions on Tritium’s workforce or its customers, suppliers, vendors, certification and test agencies, or business partners;

 

  

disruptions in sales, production, service or other business activities;

 

  

Tritium’s inability to attract and retain qualified personnel; and

 

  

unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs.

 

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Fluctuations in operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue and other operating results in the future may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of NewCo Ordinary Shares.

Changes to applicable tax laws and regulations or exposure to additional tax liabilities could adversely affect NewCo’s business and future profitability.

After the Business Combination, NewCo will conduct operations, directly and through its subsidiaries, in Australia, the Netherlands, the United Kingdom and the United States, and NewCo and its subsidiaries will therefore be subject to income taxes in Australia, the Netherlands, the United Kingdom and the United States. NewCo may also in the future become subject to income taxes in other foreign jurisdictions. NewCo’s effective income tax rate could be adversely affected by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws, changes in accounting and tax standards or practices, changes in the composition of operating income by tax jurisdiction, changes in NewCo’s operating results before taxes, and the outcome of income tax audits in Australia, the Netherlands, the United Kingdom, the United States, or other jurisdictions. NewCo will regularly assesses all of these matters to determine the adequacy of its tax liabilities. If any of NewCo’s assessments are ultimately determined to be incorrect, NewCo’s business, results of operations, or financial condition could be materially adversely affected.

Due to the complexity of multinational tax obligations and filings, NewCo and its subsidiaries may have a heightened risk related to audits or examinations by federal, state, provincial, and local taxing authorities in the jurisdictions in which it operates. Outcomes from these audits or examinations could have a material adverse effect on NewCo’s business, results of operations, or financial condition.

The tax laws of Australia, the Netherlands, the United Kingdom and the United States, as well as potentially any other jurisdiction in which NewCo may operate in the future, have detailed transfer pricing rules that require that all transactions with related parties satisfy arm’s length pricing principles. Although NewCo believes that its transfer pricing policies have been reasonably determined in accordance with arm’s length principles, the taxation authorities in the jurisdictions where NewCo carries on business could challenge its transfer pricing policies. International transfer pricing is a subjective area of taxation and generally involves a significant degree of judgment. If any of these taxation authorities were to successfully challenge NewCo’s transfer pricing policies, NewCo could be subject to additional income tax expenses, including interest and penalties. Any such increase in NewCo’s income tax expense and related interest and penalties could have a material adverse effect on its business, results of operations, or financial condition.

NewCo may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

As a result of Tritium’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable, NewCo’s effective tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or NewCo may be subject to future changes in tax laws, in each case, the impacts of which could adversely affect NewCo’s after-tax profitability and financial results.

In the event that NewCo expands Tritium’s operating business domestically or internationally, NewCo’s effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by: operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in deferred tax assets and liabilities, changes in tax laws or the regulatory environment, changes in accounting and tax standards or practices, changes in the composition of operating income by tax jurisdiction, and the pre-tax operating results of NewCo’s business.

 

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Additionally, after the Business Combination, NewCo may be subject to significant income, withholding, and other tax obligations in the United States or other jurisdictions and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. NewCo’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, (i) the ability to structure business operations in an efficient and competitive manner, and (j) the availability of foreign income tax offsets in Australia. Outcomes from audits or examinations by taxing authorities could have an adverse effect on NewCo’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with NewCo’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If NewCo does not prevail in any such disagreements, its profitability may be affected.

NewCo’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

The ability of NewCo to utilize net operating loss and tax credit carryforwards following the Business Combination is conditioned upon NewCo attaining profitability and generating taxable income. Tritium has incurred significant net losses since inception and it is anticipated that NewCo will continue to incur significant losses. Additionally, NewCo’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.

As at June 30, 2021, the majority of carried forward tax losses within the broader Tritium Group are in Tritium Australia, which had carried forward tax losses of approximately $114.5 million, which may be available to reduce future Australian taxable income. These tax losses can be carried forward indefinitely, subject to the satisfaction of certain Australian loss testing provisions. For Australian tax purposes, carried forward tax losses may be utilized to reduce an entity’s taxable income to the extent that the entity satisfies either the Continuity of Ownership Test (“COT”) or the Business Continuity Test (“BCT”).

The COT requires that the same persons beneficially held more than 50% of the rights to voting, dividends and capital distributions from the start of the income year in which the tax loss was incurred to the end of the income year in which the loss is sought to be utilized to reduce the entity’s taxable income.

The BCT incorporates the Same Business Test, which broadly requires a company to carry on the same business at the end of the income year in which the loss is utilised as it carried on just prior to any breach of the COT, and the less stringent Similar Business Test (“SiBT”) which compares the businesses to see if the businesses at the relevant test times were similar. The SiBT allows for changes in the business resulting from attempts to grow or rehabilitate the business but is only applicable to losses incurred in income years beginning from July 1, 2015. With respect to Tritium Australia, it is expected that the Business Combination will cause the COT to be failed and accordingly the BCT position will need to be closely monitored going forward as Tritium Australia’s business expands.

For Australian income tax purposes, carried forward tax losses may only be utilised to reduce taxable income by the entity which originally incurred the loss unless the losses are transferred.

 

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NewCo may be treated as a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.

If NewCo is treated as a PFIC for any taxable year in which a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) holds NewCo Ordinary Shares or NewCo Warrants (regardless of whether NewCo remains a PFIC for subsequent taxable years), such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

NewCo expects to take the position that it is not a PFIC for the taxable year of the Business Combination, but such position will not be free from doubt. NewCo’s PFIC status for the taxable year of the Business Combination or any subsequent taxable year will not be determinable until after the end of each such taxable year, and NewCo cannot assure you that it will not be a PFIC in the taxable year of the Business Combination or in any future taxable year. If NewCo were later determined to be a PFIC, you may be unable to make certain advantageous elections with respect to your ownership of NewCo securities that would mitigate the adverse consequences of NewCo’s PFIC status, or making such elections retroactively could have adverse tax consequences to you. NewCo is not representing to you, and there can be no assurance, that NewCo will not be treated as a PFIC for the taxable year of the Business Combination or in any future taxable years. The PFIC rules are complex and unclear. U.S. Holders should consult with, and rely solely upon, their tax advisors to determine the application of the PFIC rules to them and any resultant tax consequences. For more information about the tax considerations with respect to PFIC classification to U.S. Holders, see the section entitled “Material U.S. Tax Considerations—Material U.S. Federal Income Tax Considerations for Holders with Respect to the Ownership and Disposition of NewCo Ordinary Shares or NewCo Warrants—Considerations for U.S. Holders—Passive Foreign Investment Company Rules.”

The Business Combination could result in NewCo being treated as a U.S. corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation organized under Australian law is not treated as a U.S. corporation and, therefore, is treated as a non-U.S. corporation. Section 7874 of the Code and the Treasury Regulations promulgated thereunder, however, contain rules that may cause a non-U.S. corporation that acquires the stock of a U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes under certain circumstances. If NewCo were treated as a U.S. corporation for U.S. federal income tax purposes, among other consequences, it would generally be subject to U.S. federal income tax on its worldwide income, and its dividends, if any, would be subject to taxation by the United States as dividends from a U.S. corporation. Regardless of the application of Section 7874 of the Code, NewCo is expected to be treated as an Australian tax resident for Australian tax purposes. Consequently, if NewCo were to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, it could be liable for both U.S. and Australian taxes and dividends paid by NewCo to its shareholders could be subject to both U.S. and Australian withholding taxes.

NewCo does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes, and NewCo intends to take this position on its tax returns. NewCo has not sought and will not seek any rulings from the IRS as to such tax treatment, and the Closing is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regard to, any particular tax treatment. Further, there can be no assurance that your tax advisor, the IRS, or a court will agree with the position that NewCo is not treated as a U.S. corporation pursuant to Section 7874 of the Code. NewCo is not representing to you that NewCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The rules for determining whether a non-U.S. corporation is treated as a U.S. corporation for U.S. federal income tax purposes are complex, unclear, and the subject of ongoing regulatory change. NewCo’s intended position is not free from doubt. Further, the application of such rules must be finally determined after completion of the Business Combination, by which time there could be adverse changes to the relevant facts, law, and other circumstances. For example, President Biden’s Made in America tax plan, if enacted, could increase the risk that NewCo would be treated as a U.S. corporation by expanding the scope of such rules to capture more transactions.

 

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For more information about the application of Section 7874 of the Code to the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants—Tax Residence of NewCo for U.S. Federal Income Tax Purposes.”

Tritium’s reported financial results may be negatively impacted by changes in U.S. GAAP.

U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), the SEC and various bodies formed to promulgate and interpret accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.

NewCo is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may make it more difficult to compare performance with other public companies.

NewCo is an emerging growth company (“EGC”) as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs, including the fact that it is exempt from the requirement to obtain an attestation report from its auditors on management’s assessment of its internal control over financial reporting under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) for up to five years or until we no longer qualify as an emerging growth company, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. NewCo may take advantage of these provisions until the last day of its fiscal year following the fifth anniversary of the completion of this offering or until it is no longer deemed an EGC. Investors may find NewCo Ordinary Shares less attractive because NewCo will continue to rely on these exemptions. If some investors find NewCo Ordinary Shares less attractive as a result, there may be a less active trading market for NewCo Ordinary Shares, and the stock price may be more volatile.

An EGC may elect to delay the adoption of new or revised accounting standards. With NewCo making this election, Section 102(b)(2) of the JOBS Act allows NewCo to delay adoption of new or revised accounting standards until those standards apply to non-public business entities. As a result, the financial statements contained in this proxy statement/prospectus and those that NewCo will file in the future may not be comparable to companies that comply with public business entities revised accounting standards effective dates.

NewCo will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

NewCo will face increased legal, accounting, administrative and other costs and expenses as a public company that it did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require NewCo to carry out activities Tritium has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), NewCo could incur additional costs to rectify those issues, and the

 

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existence of those issues could adversely affect its reputation or investor perceptions. In addition, NewCo will purchase director and officer liability insurance, which has substantial additional premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The unaudited pro forma condensed combined financial information included in this document may not be indicative of what NewCo’s actual financial position or results of operations would have been.

NewCo has been recently incorporated and has no operating history and no revenues. This document includes unaudited pro forma condensed combined financial information for NewCo. The unaudited pro forma condensed combined statement of operations of NewCo for the twelve months ended June 30, 2021 reflects, with respect to Tritium, the consolidated statement of comprehensive loss of Tritium for the twelve months ended June 30, 2021, and, with respect to DCRN, (i) the unaudited statements of operations for the six months ended June 30, 2021 (as restated) of DCRN and (ii) the audited statements of operations for the period from December 4, 2020 (inception) through December 31, 2020 of DCRN, and gives effect to the Business Combination and certain other transactions as if they had been consummated as of July 1, 2020. The unaudited pro forma condensed combined balance sheet of NewCo combines the historical balance sheets of DCRN (as restated) and Tritium as of June 30, 2021 and gives pro forma effect to the Business Combination and certain other transactions as if they had been consummated on June 30, 2021.

The unaudited pro forma condensed combined financial information for NewCo following the Business Combination in this proxy statement/prospectus is presented for illustrative purposes only, is based on certain assumptions, addresses a hypothetical situation and reflects limited historical financial data. Therefore, the unaudited pro forma condensed combined financial information is not necessarily indicative of what NewCo’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of NewCo. Accordingly, NewCo’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Tritium has identified material weaknesses in its internal control over financial reporting. If Tritium is unable to remediate these material weaknesses, or if NewCo identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of NewCo’s consolidated financial statements or cause NewCo to fail to meet its periodic reporting obligations.

As a public company, NewCo will in the future be required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If NewCo is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective, which may subject it to adverse regulatory consequences and could harm investor confidence.

In connection with the preparation and audit of Tritium’s consolidated financial statements as of June 30, 2021 and for the years ended June 30, 2021 and 2020, material weaknesses were identified in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Tritium’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

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The material weaknesses referenced above are described below:

 

  

Lack of appropriately designed, implemented and documented procedures and controls at both entity- and process-level to allow for Tritium to achieve complete, accurate and timely financial reporting. This is pervasive across the entity-level and each of the key business processes, including controls over the preparation and review of account reconciliations and journal entries, and controls over information technology to ensure access to financial data is adequately restricted to appropriate personnel.

 

  

Segregation of duties has not been sufficiently established across the key business and financial processes. Given the size, nature of the organization and the current structure of the finance function, a lack of segregation of duties applied to the key business and financial processes across the organization has been identified. A consequence of the lack of segregation of duties is the heightened risk of fraud or material misstatement when no appropriate mitigating controls are in place.

 

  

Lack of personnel with appropriate knowledge and experience relating to U.S. GAAP and SEC reporting requirements to enable the entity to design and maintain an effective financial reporting process. A lack of knowledge and experience in these areas may lead to the Company being in breach of SEC financial reporting and other related requirements, especially given that the current finance function has not been designed to include sufficient accounting and financial reporting personnel with (i) the requisite knowledge and experience in the application of SEC financial reporting rules and regulations; and (ii) the appropriate expertise in the relevant U.S. accounting standards.

Tritium has begun implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include hiring additional accounting and financial reporting personnel and implementing additional policies, procedures and controls.

In order to maintain and improve the effectiveness of its internal control over financial reporting, Tritium has expended, and anticipates that NewCo will continue to expend, significant resources, including accounting-related costs and significant management oversight. NewCo’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an EGC. At such time, NewCo’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results after the Business Combination and could cause a decline in the price of NewCo Ordinary Shares. These material weaknesses will not be considered remediated until the mitigating controls have operated for the required period of time and until the operating effectiveness of the controls has been validated, through testing, by management.

The report of Tritium’s independent registered public accounting firm contains an explanatory paragraph that expresses substantial doubt about Tritium’s ability to continue as a going concern.

The report of Tritium’s independent registered public accounting firm with respect to Tritium’s financial statements as of June 30, 2021 and 2020 and for each of the two years then ended indicates that Tritium’s financial statements have been prepared assuming that Tritium will continue as a going concern. The report states that, since Tritium has incurred net losses for the years ended June 30, 2021 and 2020, and Tritium needs to raise additional funds to meet its obligations and sustain its operations, there is substantial doubt about its ability to continue as a going concern. Tritium’s plans in regard to these matters are described in Note 1 to Tritium’s audited financial statements as of June 30, 2021 and 2020 and for the years then ended. Tritium’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NewCo’s management will have broad discretion in the use of NewCo’s net proceeds from the Business Combination and PIPE Financing.

NewCo cannot specify with certainty the particular uses of the net proceeds it will receive from the Business Combination and PIPE Financing. Accordingly, an investor in the NewCo Ordinary Shares will have to rely upon

 

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the judgment of NewCo’s management with respect to the use of proceeds, with only limited information concerning management’s specific intentions. NewCo’s management may spend a portion or all of the net proceeds from the Business Combination and PIPE Financing in ways that NewCo shareholders might not desire, that might not yield a favorable return and that might not increase the value of a NewCo shareholder’s investment. The failure by NewCo’s management to apply these funds effectively could have a material adverse effect on NewCo’s business, results of operations or financial condition. Pending their use, NewCo may invest the net proceeds from the Business Combination and PIPE Financing in a manner that does not produce income or that loses value.

There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm NewCo’s business may occur and not be detected.

NewCo’s management does not expect that NewCo’s internal and disclosure controls will prevent all possible error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, in NewCo will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. NewCo will also be dependent, in part, upon Tritium’s internal controls. A failure of NewCo’s or Tritium’s controls and procedures to detect error or fraud could seriously harm NewCo’s business and results of operations.

Tritium may be adversely affected by foreign currency fluctuations.

Tritium routinely transacts business in currencies other than the U.S. dollar. Additionally, Tritium maintains a portion of its cash and investments in currencies other than the U.S. dollar and may, from time to time, experience losses resulting from fluctuations in the values of these foreign currencies, which could cause Tritium’s reported net earnings to decrease, or could result in a negative impact to Tritium shareholders’ deficit. In addition, failure to manage foreign currency exposures could cause Tritium’s results of operations to be more volatile. Adverse, unforeseen or rapidly shifting currency valuations in Tritium’s key markets may magnify these risks over time. NewCo intends to recognize the proceeds from the Business Combination in U.S. dollars.

Risks Related to Legal Matters and Regulations

Data protection laws, and similar domestic or foreign regulations, may adversely affect Tritium’s business.

National and local governments and agencies in the countries in which Tritium operates and in which its customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, disclosure, and other processing of information regarding consumers and other individuals, which could impact Tritium’s ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe and Japan. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of Tritium’s solutions, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which Tritium closes sales transactions, any of which could harm its business. Moreover, if Tritium or any of its employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage its reputation and brand.

 

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Additionally, existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future and may be inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for Tritium and its customers. The European Union and United States agreed in 2016 to a framework for data transferred from the European Union to the United States, but this framework has been challenged and recently declared invalid by the Court of Justice of the European Union, thereby creating additional legal risks for Tritium. Additionally, the European Union adopted the GDPR in 2016, and it became effective in May 2018. The GDPR establishes requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of €20 million or 4% of worldwide revenue. The costs of compliance with, and other burdens imposed by, the GDPR may limit the use and adoption of Tritium’s products and services and could have an adverse impact on its business. Further, California adopted the CCPA and the California State Attorney General has begun enforcement actions. Although Tritium initiated a compliance program designed to ensure CCPA compliance after consulting with outside privacy counsel, Tritium may remain exposed to ongoing legal risks related to the CCPA and the California Privacy Rights Act approved by voters in November 2020 as well as similar legislation passed in Virginia and Colorado.

The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable to the businesses of customers may adversely affect Tritium’s ability and willingness to handle, store, use, transmit and otherwise process certain types of information, such as demographic and other personal information. In addition, the other bases on which Tritium and its customers rely for the transfer of personal data across national borders, such as the Standard Contractual Clauses promulgated and modernized by the EU Commission on June 4, 2021, commonly referred to as the Model Clauses, continue to be subjected to regulatory and judicial scrutiny. If Tritium or its customers are unable to transfer data between and among countries and regions in which it operates, it could decrease demand for its products and services or require it to modify or restrict some of its products or services.

In addition to government activity, privacy advocacy groups, the technology industry, and other industries have established or may establish various new, additional, or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that Tritium will meet voluntary certifications or adhere to other standards established by them or third parties. If Tritium is unable to maintain these certifications or meet these standards, it could reduce demand for its solutions and adversely affect its business.

Failure to comply with anticorruption and anti-money laundering laws, including the FCPA and similar laws associated with activities outside of the United States, could subject Tritium to penalties and other adverse consequences.

Tritium is subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the UK Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a material adverse effect on NewCo’s reputation, business, operating results, and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

 

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Tritium could be adversely impacted if it fails to comply with U.S. and international import and export laws.

Tritium exports products from Australia across the globe and imports goods into Australia, The Netherlands and the United States, and in the future plans to export products from the United States and Europe. Due to Tritium’s significant foreign sales, it is subject to trade and import and export regulations in multiple jurisdictions. As a result, compliance with multiple trade sanctions and embargoes and import and export laws and regulations pose a constant challenge and risk to Tritium. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments, loss of import and export privileges, reputational damage, and a reduction in the value of Tritium Shares.

Failure to comply with laws relating to labor and employment could subject Tritium to penalties and other adverse consequences.

Tritium is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it fails to comply with applicable U.S. federal or state wage law or applicable U.S. federal or state labor and employment laws, or wage, labor or employment laws applicable to its employees outside of the United States. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations, and damages or penalties which could have a materially adverse effect on NewCo’s or Tritium’s reputation, business, operating results, and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact Tritium’s financial results or results of operations.

Tritium and its operations, as well as those of Tritium’s contractors, suppliers, and customers, are subject to certain federal, state, local and foreign environmental laws and regulations governing, among other things, the generation, use, handling, storage, transportation, and disposal of hazardous substances and wastes. Tritium may also be subject to a variety of product stewardship and manufacturer responsibility laws and regulations, primarily relating to the collection, reuse, and recycling of electronic wastes and hardware, whether hazardous or not, as well as regulations regarding the hazardous material contents of electronic product components and product packaging, and non-hazardous wastes. These laws may require Tritium or others in Tritium’s supply chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material or adverse effects on Tritium’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operations requirements cannot be met in a manner satisfactory for Tritium’s operations or on a timeline that meets Tritium’s commercial obligations, it may adversely impact its business.

Environmental and health and safety laws and regulations can be complex, are subject to change, and may become more stringent in the future, such as through new requirements enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on Tritium’s business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays in connection with Tritium’s operations as well as other future projects, the extent of which cannot be predicted.

Further, Tritium currently relies on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes. Any failure to properly handle or

 

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dispose of such wastes, regardless of whether such failure is Tritium’s or its contractors, may result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources, and the Environmental Protection Act of 1994 (Queensland). The costs of liability for contamination could have a material adverse effect on Tritium’s business, financial conditions, or results of operations. Additionally, Tritium may not be able to secure contracts with third parties to continue their key supply chain and disposal services for its business, which may result in increased costs for compliance with environmental laws and regulations.

Australian takeover laws may discourage takeover offers being made for NewCo or may discourage the acquisition of large numbers of NewCo Ordinary Shares.

NewCo is incorporated in Australia and is subject to the takeover laws of Australia. Amongst other things, NewCo is subject to the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). Subject to a range of exceptions, the Corporations Act prohibits the acquisition of a direct or indirect interest in NewCo’s issued voting shares if the acquisition of that interest will lead to that person’s or someone else’s voting power in NewCo increasing from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%. Exceptions to the general prohibition include circumstances where the person makes a formal takeover bid for NewCo, if the person obtains shareholder approval for the acquisition or if the person acquires less than 3% of the voting power of NewCo in any rolling six-month period. Australian takeover laws may discourage takeover offers being made for NewCo or may discourage the acquisition of large numbers of NewCo Ordinary Shares.

The rights of NewCo shareholders are governed by Australian law and NewCo’s Constitution and differ from the rights of stockholders under U.S. corporate and securities laws. Holders of NewCo Ordinary Shares may have difficulty effecting service of process in the United States or enforcing judgments obtained in the United States.

NewCo is a public company incorporated under the laws of Australia. Therefore, the rights of NewCo shareholders are governed by Australian law and NewCo’s Constitution. These rights differ from the typical rights of stockholders of U.S. corporations. Circumstances that under U.S. law may entitle a stockholder of a U.S. company to claim damages may also give rise to a cause of action under Australian law entitling a shareholder in an Australian company to claim damages. However, this will not always be the case. NewCo shareholders may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the United States, liabilities under U.S. securities laws. In particular, if such a shareholder sought to bring proceedings in Australia based on U.S. securities laws, considerations include:

 

  

it may not be possible, or may be costly or time consuming, to effect service of process in the United States upon NewCo or its non-U.S. resident directors or executive officers;

 

  

it may be difficult to enforce a judgment obtained in a U.S. court against NewCo or its directors, including judgments under U.S. federal securities laws;

 

  

an Australian court may deny the recognition or enforcement of punitive damages or other awards or reduce the amount of damages granted by a U.S. court;

 

  

issues of private international law may apply which may lead to disputes about where court action or proceedings should be allowed to commence or continue, or which law of which jurisdiction applies and to which parts of the litigation;

 

  

an Australian court may not recognize a claim or may refuse to enforce it, in which case a claim may be required to be re-litigated before an Australian court in which procedure differs from U.S. civil procedure in a number of respects;

 

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in applying Australian conflict of laws rules, that U.S. law (including U.S. securities laws) may not apply to the relationship between NewCo shareholders and NewCo or NewCo’s directors and officers; and/or

 

  

that the U.S. securities laws may be regarded as having a public or penal nature and should not be enforced by the Australian court.

NewCo shareholders may also have difficulties enforcing in courts outside the United States judgments obtained in the U.S. courts against any of NewCo’s directors and executive officers or NewCo, including actions under the civil liability provisions of the U.S. securities laws. See the sections entitled “Comparison of Shareholder Rights” and “Description of NewCo Securities” for additional information regarding the rights of NewCo shareholders.

NewCo Ordinary Shares are subject to Australian insolvency laws which are substantially different from U.S. insolvency laws and may offer less protections to NewCo shareholders compared to U.S. insolvency laws.

As a public company incorporated under the laws of Australia, NewCo is subject to Australian insolvency laws and may also be subject to the insolvency laws of other jurisdictions in which NewCo conducts business or has assets. These laws may apply where any insolvency proceedings or procedures are to be initiated against NewCo. Australian insolvency laws may offer NewCo shareholders less protection than they would have had under U.S. insolvency laws and it may be more difficult (or even impossible) for shareholders to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.

NewCo may be deemed a payment service provider or energy supplier under local or international laws and may become subject to extensive and complex legislation and regulations or may in certain cases be required to register as a regulated entity under those jurisdictions’ laws and regulations.

NewCo may be subject to payment service provider or energy supplier laws and regulations in the jurisdictions in which it conducts business or has assets. These laws and regulations may apply if NewCo is deemed to be a payment service provider or energy supplier under Australian laws or the laws of other jurisdictions in which it conducts business or has assets. If these laws and regulations apply to NewCo then NewCo may need to register as a regulated entity in the relevant jurisdiction and may also be subject to extensive and complex laws and regulations.

NewCo may be involved from time to time in legal proceedings and commercial or contractual disputes, which could have a material adverse effect on its business, results of operations and financial condition.

From time to time, NewCo may be involved in legal proceedings and commercial disputes. Such proceedings or disputes are typically claims that arise in the ordinary course of business, including, without limitation, commercial or contractual disputes, and other disputes with customers and suppliers, intellectual property matters, environmental issues, tax matters and employment matters. There can be no assurance that such proceedings and claims, should they arise, will not have a material adverse effect on NewCo’s business, results of operations and financial condition.

Risks Related to Ownership of NewCo’s Securities

Concentration of ownership among Tritium’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

After the Business Combination and the closing of the PIPE Financing (and assuming no redemptions by DCRN public stockholders of DCRN public shares), NewCo’s executive officers, directors and their affiliates will hold approximately     % of the outstanding NewCo Ordinary Shares. As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the

 

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election of directors, any amendment of the NewCo Constitution and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

Even if the Business Combination is consummated, there is no guarantee that the NewCo Warrants will be in the money at the time they become exercisable, and they may expire worthless.

After the consummation of the Business Combination, the exercise price for the NewCo Warrants will be $11.50 per NewCo Ordinary Share. There is no guarantee that the NewCo Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the NewCo Warrants may expire worthless.

NewCo may amend the terms of the NewCo Warrants in a manner that may be adverse to holders of NewCo Public Warrants with the approval by the holders of at least 50% of the then-outstanding NewCo Public Warrants (or, if applicable, 65% of the then-outstanding NewCo Public Warrants and 65% of the then-outstanding NewCo Private Placement Warrants, voting as separate classes). As a result, the exercise price of the NewCo Warrants could be increased, the exercise period could be shortened and the number of NewCo Ordinary Shares purchasable upon exercise of a NewCo Warrant could be decreased, all without a holder’s approval.

The DCRN warrants were issued in registered form under the DCRN Warrant Agreement. NewCo will assume the DCRN Warrant Agreement in connection with the consummation of the Business Combination and will enter into such amendments as are necessary to give effect to the provisions of the Business Combination Agreement (the “NewCo Warrant Agreement”). The DCRN Warrant Agreement provides that the terms of the DCRN warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding DCRN public warrants to make any other modifications or amendments, including any change that adversely affects the interests of the registered holders of DCRN public warrants. Accordingly, DCRN may amend the terms of the DCRN public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding DCRN public warrants (or, in the case of an amendment that adversely affects the DCRN public warrants in a different manner than the DCRN private placement warrants or vice versa, 65% of the then-outstanding DCRN public warrants and 65% of the then-outstanding DCRN private placement warrants, voting as separate classes) approve of such amendment. Although DCRN’s ability to amend the terms of the DCRN public warrants with the consent of at least 50% of the then-outstanding DCRN public warrants (or, if applicable, 65% of the then-outstanding DCRN public warrants and 65% of the then-outstanding DCRN private placement warrants, voting as separate classes) is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the DCRN warrants, convert the DCRN warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of DCRN Class A Common Stock purchasable upon exercise of a warrant. The NewCo Warrant Agreement will include substantially similar amendment terms with respect to the NewCo Warrants.

NewCo may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making such warrants worthless.

Under the DCRN Warrant Agreement, assumed by NewCo in connection with the Business Combination, NewCo will have the ability to redeem outstanding NewCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of NewCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which NewCo gives proper notice of such redemption and provided certain other conditions are met. If and when the NewCo Warrants become redeemable by NewCo, it may exercise its

 

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redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding NewCo Warrants could force you (a) to exercise your NewCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your NewCo Warrants at the then-current market price when you might otherwise wish to hold your NewCo Warrants or (c) to accept the nominal redemption price which, at the time the outstanding NewCo Warrants are called for redemption, is likely to be substantially less than the market value of your NewCo Warrants. None of the NewCo Private Placement Warrants will be redeemable by NewCo so long as they are held by DCRN Sponsor, DCRN’s independent directors or any of their permitted transferees.

The DCRN Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of DCRN warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with DCRN.

The DCRN Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against DCRN arising out of or relating in any way to the DCRN Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that DCRN irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. DCRN will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any person or entity purchasing or otherwise acquiring any interest in any DCRN warrants shall be deemed to have notice of and to have consented to the forum provisions in the DCRN Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the DCRN Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of DCRN warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

DCRN notes, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with DCRN, which may discourage such lawsuits. Additionally, warrant holders who do bring a claim in the courts of the State of New York or the United States District Court for the Southern District of New York could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near New York. Alternatively, if a court were to find this provision of DCRN’s warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, DCRN may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect DCRN’s business, financial condition and results of operations and result in a diversion of the time and resources of DCRN’s management and board of directors.

Notwithstanding the foregoing, these provisions of the DCRN Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

The NewCo Warrant Agreement will include the same choice-of-forum provisions and the holders of NewCo Warrants will be subject to substantially similar risks.

 

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A significant portion of NewCo’s total outstanding shares will be restricted from immediate resale but may be sold into the market shortly after the Business Combination. This could cause the market price of NewCo Ordinary Shares to drop significantly, even if its business is performing well.

Sales of a substantial number of NewCo Ordinary Shares in the public market could occur at any time after the consummation of the Business Combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of NewCo Ordinary Shares. After the Business Combination (and assuming no redemptions by DCRN public stockholders of DCRN public shares), DCRN Sponsor, DCRN’s officers and directors and their affiliates will hold approximately 5.9% of the outstanding NewCo Ordinary Shares, including the 10,062,500 NewCo Ordinary Shares received in exchange for the DCRN Founder Shares when converted. Assuming a maximum redemption by DCRN public stockholders of 18,713,050 shares of DCRN Class A Common Stock, DCRN Sponsor, DCRN’s officers and directors and their affiliates will hold approximately 6.6% of the outstanding NewCo Ordinary Shares including the 10,062,500 NewCo Ordinary Shares received in exchange for the DCRN Founder Shares when converted. Pursuant to the terms of the Sponsor Support Agreement, among other things, DCRN Sponsor agreed to (i) waive the anti-dilution rights set forth in the DCRN Charter with respect to DCRN Founder Shares held by it, (ii) vote all the DCRN Class A Common Stock and DCRN Founder Shares held by it in favor of the adoption and approval of the Business Combination Agreement and the Business Combination, (iii) not transfer the DCRN Founder Shares (or NewCo Ordinary Shares issuable upon conversion thereof in the Merger) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) if the last sale price of NewCo Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which NewCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s shareholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property and (iv) not transfer any DCRN warrants (or NewCo Ordinary Shares issued or issuable upon the exercise of the DCRN warrants) until 30 days after the Closing. In connection with the Closing, DCRN will enter into the A&R Registration Rights Agreement, pursuant to which NewCo will agree that, within 30 calendar days after the Closing, NewCo will file with the SEC (at NewCo’s sole cost and expense) the Resale Registration Statement, and NewCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, certain existing shareholders of DCRN and Tritium will be entitled to demand NewCo’s assistance with underwritten offerings and block trades. Such holders will be entitled to customary piggyback registration rights.

Further, pursuant to the Subscription Agreement, NewCo has agreed that, within 30 calendar days after the closing of the PIPE Financing, NewCo will file with the SEC a registration statement registering the resale of the PIPE Shares, and NewCo will use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof. The sale of shares under the PIPE Resale Registration Statement may have an adverse effect on the trading price of NewCo Ordinary Shares.

For more information about the A&R Registration Rights Agreement and the PIPE Financing, see the section entitled “The Business Combination and Related Agreements—Related Agreements—Form of A&R Registration Rights Agreement” and “The Business Combination and Related Agreements—Related Agreements—PIPE Financing.”

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about NewCo, its business or its market, or if they change their recommendations regarding NewCo Ordinary Shares adversely, the price and trading volume of NewCo Ordinary Shares could decline.

The trading market for NewCo Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about NewCo, its business, its market or its competitors. If any of the analysts

 

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who may cover NewCo following the Business Combination change their recommendation regarding NewCo Ordinary Shares adversely, or provide more favorable relative recommendations about its competitors, the price of NewCo Ordinary Shares would likely decline. If any analyst who may cover NewCo following the Business Combination were to cease their coverage or fail to regularly publish reports on NewCo, NewCo could lose visibility in the financial markets, which could cause its stock price or trading volume to decline.

Following the consummation of the Business Combination, NewCo’s sole material asset will be its direct equity interest in Tritium and DCRN and it will be accordingly dependent upon distributions from Tritium or DCRN to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on its ordinary shares.

NewCo is a holding company and, subsequent to the completion of the Business Combination, will have no material assets other than its direct equity interest in Tritium and DCRN. NewCo will have no independent means of generating revenue. To the extent Tritium or DCRN has available cash, NewCo will cause Tritium or DCRN, as applicable, to make distributions of cash to NewCo to pay taxes, cover its corporate and other overhead expenses and pay dividends, if any, on NewCo Ordinary Shares. To the extent that NewCo needs funds and Tritium or DCRN fail to generate sufficient cash flow to distribute funds to NewCo or are restricted from making such distributions or payments under applicable law or regulation or under the terms of their respective financing arrangements, or are otherwise unable to provide such funds, NewCo’s liquidity and financial condition could be materially adversely affected.

The price at which NewCo Ordinary Shares are quoted on the NASDAQ may increase or decrease due to a number of factors, which may negatively affect the price of NewCo Ordinary Shares.

The price at which NewCo Ordinary Shares are quoted on the NASDAQ may increase or decrease due to a number of factors. These factors may cause NewCo Ordinary Shares to trade at prices above or below the price at which NewCo Ordinary Shares are being offered under this document. There is no assurance that the price of NewCo Ordinary Shares will increase following the quotation of NewCo Ordinary Shares on the NASDAQ, even if the Tritium Group’s operations and financial performance improves. Some of the factors which may affect the price of NewCo Ordinary Shares include:

 

  

fluctuations in the domestic and international market for listed stocks;

 

  

general economic conditions, including interest rates, inflation rates, exchange rates, commodity and oil prices;

 

  

changes to government fiscal, monetary or regulatory policies, legislation or regulation;

 

  

inclusion in or removal from market indices;

 

  

changes to government fiscal, monetary or regulatory policy, legislation or regulation;

 

  

acquisition and dilution;

 

  

pandemic risk;

 

  

the nature of the markets in which NewCo operates; and

 

  

general operational and business risks.

Other factors which may negatively affect investor sentiment and influence NewCo, specifically or the stock market more generally include acts of terrorism, an outbreak of international hostilities or tensions, fires, floods, earthquakes, labor strikes, civil wars, natural disasters, outbreaks of disease or other man-made or natural events. NewCo has a limited ability to insure against some of the risks mentioned above.

 

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In the future, NewCo may need to raise additional funds which may result in the dilution of NewCo’s shareholders, and such funds may not be available on favorable terms or at all.

NewCo may need to raise additional capital in the future and may elect to issue shares (including pursuant to incentive arrangements) or engage in fundraising activities for a variety of reasons, including funding acquisitions or growth initiatives. NewCo will be subject to the constraints of the Listing Rules regarding the percentage of capital that NewCo is able to issue within a 12-month period (other than where exceptions apply). NewCo shareholders may be diluted as a result of such issues of NewCo Ordinary Shares and fundraisings.

Additionally, NewCo may raise additional funds through the issuance of debt securities or through obtaining credit from government or financial institutions. NewCo cannot be certain that additional funds will be available on favorable terms when required, or at all. If NewCo cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If NewCo raises funds through the issuance of debt securities or through loan arrangements, the terms of such securities or loans could require significant interest payments, contain covenants that restrict NewCo’s business, or other unfavorable terms.

There is no guarantee that NewCo will pay dividends or make other distributions in the future. If NewCo is able to pay dividends, there is no guarantee that NewCo will be able to offer fully franked dividends.

NewCo’s ability to pay dividends or make other distributions in the future is contingent on profits and certain other factors, including the capital and operational expenditure requirements of the business. Under the Corporations Act, a dividend may only be paid if NewCo’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend, the payment of the dividend is fair and reasonable to NewCo’s shareholders as a whole and the payment of the dividend does not materially prejudice NewCo’s ability to pay its creditors. Therefore, there is no assurance that dividends will be paid. Moreover, to the extent that NewCo pays any dividends, NewCo’s ability to offer fully franked dividends is contingent on making taxable profits. NewCo’s taxable profits may be difficult to predict, making the payment of franked dividends unpredictable. A component of Australia’s corporate tax system is dividend imputation, whereby some or all of the tax paid by a company may be attributed, or imputed, to the shareholders by way of a tax credit (known as a franking credit) to reduce income tax payable on that dividend income. A dividend that is “fully franked” carries a franking credit equivalent to the tax paid by the company on those profits distributed to Australian shareholders. A fully franked dividend distributed to non-Australian shareholders is not subject to Australian dividend withholding tax. The value of franking credits to a NewCo shareholder will differ depending on the NewCo shareholder’s particular tax circumstances. NewCo shareholders should also be aware that the ability to use franking credits, either as a tax offset or to claim a refund after the end of the income year, will depend on the individual tax position of each NewCo shareholder. See the section entitled “Material Australian Tax Considerations” for more information regarding the Australian tax consequences of future NewCo dividends.

Events outside NewCo’s control may have a material adverse effect on NewCo’s supply chain, the demand for its applications and its ability to conduct business.

Events may occur within or outside Australia that negatively impact global, Australian or other local economies relevant to NewCo’s financial performance, operations and/or the price of NewCo Ordinary Shares. These events include but are not limited to an increase of the impact of COVID-19, new pandemics, acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, labor strikes, civil wars, natural disasters, outbreaks of disease or other natural or man-made events or occurrences that may have a material adverse effect on NewCo’s supply chain, the demand for its applications and its ability to conduct business.

 

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No public market for NewCo Ordinary Shares currently exists, and an active trading market may not develop or be sustained following the Business Combination.

If NewCo Ordinary Shares are quoted on the NASDAQ, there can be no guarantee that an active trading market for NewCo Ordinary Shares will develop or that the price of NewCo Ordinary Shares will increase. There may be relatively few potential buyers or sellers of NewCo Ordinary Shares on the NASDAQ at any time. This may increase the volatility of the market price of NewCo Ordinary Shares. It may also affect the prevailing market price at which NewCo shareholders are able to sell their NewCo Ordinary Shares. This may result in NewCo shareholders receiving a market price for their NewCo Ordinary Shares that is less than the value of their initial investment.

NewCo may be required in the future to raise additional capital through public or private financing or other arrangements. If NewCo is unable to raise such capital when needed, or on acceptable terms, NewCo may not be able to grow its business or respond to competitive pressures.

NewCo may be required in the future to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and a failure to raise capital when needed could harm NewCo’s business. If NewCo cannot raise funds on acceptable terms, it may not be able to grow its business or respond to competitive pressures.

The majority of NewCo’s directors and executive officers are non-residents of the United States and as a result, it may not be possible for investors to enforce civil liabilities against those directors and executive officers of NewCo.

The majority of NewCo’s directors and executive officers are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia in original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal securities laws of the United States. In Australia, civil liability of directors and officers is dealt with by both common law and by various statutes, including the Corporations Act and the Civil Liability Act 2003 (Qld).

NewCo’s Constitution and other Australian laws and regulations applicable to NewCo may adversely affect NewCo’s ability to take actions that could be deemed beneficial to NewCo shareholders.

As an Australian company, NewCo is subject to different corporate requirements than a corporation organized under the laws of the United States. NewCo’s Constitution, as well as the Corporations Act, set forth various rights and obligations that are unique to NewCo as an Australian company. These requirements may limit or otherwise adversely affect NewCo’s ability to take actions that could be beneficial to NewCo’s shareholders, including provisions that:

 

  

specify that general meetings of NewCo’s shareholders can be called only by NewCo’s board of directors or otherwise by shareholders in accordance with the Corporations Act;

 

  

allow the directors to appoint a person either as an additional director or as a director to fill a casual vacancy (i.e., a vacancy, which arises due to a person ceasing to be a director of a company prior to the general meeting of the company); and

 

  

allow the activities of the company to be managed by, or under the direction of, the directors.

Provisions of the laws of Australia may also have the effect of delaying or preventing a change of control or changes in our management. For example, the Corporations Act includes provisions that:

 

  

require that any action to be taken by our shareholders be effected at a duly called general meeting (including the annual general meeting) and not by written consent;

 

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permit shareholders to requisition a general meeting only if shareholders with at least 5% voting power request the meeting; and

 

  

require the approval of shareholders with at least 75% voting power to amend the provisions of NewCo’s constitution.

In addition, because NewCo is a public company incorporated in Australia and will have more than 50 registered members, it will be subject to Australia’s takeovers laws. Australia’s Takeovers Panel is a peer review body that operates as the primary forum for the resolution of takeover disputes in Australia. The ASIC is the main body responsible for regulating and enforcing Australia’s takeovers laws, and has the power to refer matters to the Takeovers Panel. Australia’s takeovers laws regulate both Australian entities listed on a prescribed financial market operated in Australia and Australian companies that have more than 50 registered members. For so long as NewCo meets this criteria, it will be subject to the rules and restrictions applying under Australia’s takeovers laws in respect of the manner in which it responds or reacts to any takeover bid or other corporate control transaction, including but not limited to the following: (i) NewCo’s ability to enter into deal protection arrangements with a bidder would be limited; and (ii) NewCo may not, without the approval of its shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals or entering into arrangements that may grant options or rights in respect of NewCo’s shares or assets.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of DCRN’s securities and NewCo’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of DCRN’s securities prior to the Closing may decline. The market values of DCRN’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which DCRN’s stockholders vote on the Business Combination. Furthermore, if the Closing does not occur promptly after the DCRN special meeting, the market value of DCRN’s securities may fluctuate significantly between such date and the Closing.

In addition, following the Business Combination, fluctuations in the price of NewCo’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, trading in DCRN Class A Common Stock has not been active. Accordingly, the valuation ascribed to DCRN Class A Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market of NewCo Ordinary Shares following the Business Combination. If an active market for NewCo’s securities develops and continues, the trading price of NewCo’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond NewCo’s control. Any of the factors listed below could have a material adverse effect on your investment in DCRN’s securities prior to the Business Combination or NewCo’s securities following the Business Combination and such securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of such securities may not recover and may experience a further decline.

Factors affecting the trading price of NewCo’s securities following the Business Combination may include:

 

  

actual or anticipated fluctuations in its financial results or the financial results of companies perceived to be similar to NewCo;

 

  

changes in the market’s expectations about NewCo’s operating results;

 

  

success of competitors;

 

  

NewCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

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changes in financial estimates and recommendations by securities analysts concerning NewCo or the market in general;

 

  

operating and stock price performance of other companies that investors deem comparable to NewCo;

 

  

NewCo’s ability to market new and enhanced products and technologies on a timely basis;

 

  

changes in laws and regulations affecting NewCo’s business;

 

  

NewCo’s ability to meet compliance requirements;

 

  

commencement of, or involvement in, litigation involving NewCo;

 

  

changes in NewCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

  

the volume of NewCo Ordinary Shares available for public sale;

 

  

any major change in the board of directors or management of NewCo;

 

  

sales of substantial amounts of NewCo Ordinary Shares by NewCo’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

 

  

general economic and political conditions such as recessions; fluctuations in interest rates, fuel prices and international currency; and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of DCRN’s and NewCo’s securities irrespective of their operating performance. The stock market in general and the NASDAQ have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of DCRN’s and NewCo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to NewCo following the Business Combination could depress NewCo’s stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of NewCo’s securities also could adversely affect NewCo’s ability to issue additional securities and its ability to obtain additional financing in the future.

The NASDAQ may not list NewCo’s securities on its exchange and, if they do list them, may delist NewCo securities from trading on its exchange, which could limit investors’ ability to make transactions in NewCo securities and subject NewCo to additional trading restrictions.

NewCo cannot assure you that its securities will become listed and, if they do become listed, that they will continue to be listed on the NASDAQ after the consummation of the Business Combination. In connection with the Business Combination, NewCo will be required to demonstrate compliance with the NASDAQ’s initial listing requirements, which are more rigorous than the NASDAQ’s continued listing requirements, in order to continue to maintain the listing of NewCo’s securities on the NASDAQ. NewCo cannot assure you that it will be able to meet the initial listing requirements at that time. NewCo’s continued eligibility for listing may depend on, among other things, the number of shares of DCRN Class A Common Stock that are redeemed.

If NewCo fails to meet the initial listing requirements and NASDAQ does not list its securities on its exchange, or if the NASDAQ delists NewCo securities from trading on its exchange and NewCo is not able to list its securities on another national securities exchange, NewCo expects that its securities could be quoted on an over-the-counter market. If this were to occur, NewCo could face significant material adverse consequences, including:

 

  

a limited availability of market quotations for NewCo securities;

 

  

reduced liquidity for NewCo securities;

 

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a determination that NewCo Ordinary Shares are a “penny stock” which will require brokers trading in NewCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for NewCo securities;

 

  

a limited amount of news and analyst coverage; and

 

  

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If NewCo’s securities are not listed on NASDAQ, such securities would not qualify as covered securities and NewCo would be subject to regulation in each state in which NewCo offers its securities because states are not preempted from regulating the sale of securities that are not covered securities.

As a “foreign private issuer” under the rules and regulations of the SEC, NewCo is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers.

After the consummation of the Business Combination, NewCo will be a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, NewCo will not be required to file periodic reports and financial statements with the SEC as frequently or within the same timeframes as U.S. companies with securities registered under the Exchange Act. Although NewCo currently prepares its financial statements in accordance with U.S. GAAP, it is not required to do so, or to reconcile to U.S. GAAP, if it instead elects to prepare its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. NewCo is not required to comply with Regulation Fair Disclosure, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, NewCo’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of NewCo’s securities. Accordingly, after the Business Combination, NewCo shareholders may receive less or different information about NewCo than they currently receive about DCRN or Tritium, as applicable, or that they would receive about a U.S. domestic public company.

In addition, as a “foreign private issuer” whose shares are intended to be listed on the NASDAQ, NewCo is permitted, subject to certain exceptions, to follow certain home country rules in lieu of certain NASDAQ listing requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each NASDAQ requirement with which it does not comply, followed by a description of its applicable home country practice. NewCo has the option to rely on available exemptions under the Listing Rules that would allow it to follow its home country practice, including, among other things, the ability to opt out of (i) the requirement that the NewCo Board be comprised of a majority independent directors, (ii) the requirement that NewCo’s independent directors meet regularly in executive sessions and (iii) the requirement that NewCo obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. NewCo expects that the NewCo Board will be comprised of a majority independent directors, but has not yet made final determinations on other possible exemptions from the Listing Rules. See “Description of NewCo Securities—Certain Disclosure Obligations of NewCo” and “Management of NewCo After the Business Combination” for additional information.

NewCo could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of NewCo’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of NewCo’s directors or executive officers are U.S. citizens

 

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or residents; (ii) more than 50% of NewCo’s assets are located in the United States; or (iii) NewCo’s business is administered principally in the United States. If NewCo loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, NewCo would likely incur substantial costs in fulfilling these additional regulatory requirements and members of NewCo’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

The success of NewCo following the Business Combination depends on the business operations of Tritium, which exposes investors to a concentration of risk in the limited sectors in which Tritium’s business is focused.

Although the Business Combination is intended to accelerate Tritium’s growth, expansion and transition, the Business Combination does not result in immediate diversification of Tritium’s business and, as such, the combined enterprise will be dependent upon the continued development and market acceptance of a limited number of products and services. As a result, investors will be subject to the economic, competitive and regulatory risks attendant to the relatively narrow industry in which Tritium operates, any or all of which could have a substantial adverse impact on Tritium.

Risks Related to DCRN and the Business Combination

DCRN has identified material weaknesses in its internal control over financial reporting. These material weaknesses could continue to adversely affect DCRN’s ability to report its results of operations and financial condition accurately and in a timely manner.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC (the “SEC Staff”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). After consideration of the guidance in the SEC Staff Statement, DCRN concluded that, in light of the SEC Staff Statement, it was appropriate to revise the previously issued balance sheet as of February 8, 2021. As part of such process, DCRN identified a material weakness in its internal control over financial reporting related to the accounting treatment of the DCRN warrants due to a failure to correctly apply the complex accounting standards that apply to DCRN’s financial statements. This material weakness was remediated during the fiscal quarter ended September 30, 2021.

In addition, in connection with the preparation of DCRN’s financial statements as of September 30, 2021, DCRN management re-evaluated the classification of the redeemable shares of DCRN Class A Common Stock. The DCRN Board, in consultation with DCRN management and upon the recommendation of the audit committee of the DCRN Board, concluded that the previously issued financial statements as of February 8, 2021, March 31, 2021 and June 30, 2021 and for the periods from January 1, 2021 through March 31, 2021, and the three and six months ended June 30, 2021 should be restated to report all DCRN public shares as temporary equity. As part of such process, DCRN management concluded that DCRN’s disclosure controls and procedures were not effective as of September 30, 2021, due to a failure to correctly apply the complex accounting standards that apply to DCRN’s financial statements, including with respect to certain complex features of the DCRN Class A Common Stock, which resulted in the material weakness in DCRN’s internal control over financial reporting. See “Note 2—Restatement of Previously Issued Financial Statements” to DCRN’s unaudited consolidated financial statements as of and for the nine months ended September 30, 2021 included elsewhere in this proxy statement/prospectus for additional information regarding the restatement and the related financial statement effects.

DCRN management is responsible for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. DCRN management is likewise required, on a quarterly basis, to evaluate the effectiveness of DCRN’s internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material

 

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weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of DCRN’s annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

The material weakness relating to warrant accounting was remediated during the fiscal quarter ended September 30, 2021. DCRN has taken a number of measures to remediate the material weakness relating to classification of the DCRN Class A Common Stock; however, if DCRN is unable to remediate its material weakness in a timely manner, or DCRN identifies additional material weaknesses, it may be unable to provide required financial information in a timely or reliable manner and it may materially incorrectly report financial information. Likewise, if DCRN’s financial statements are not filed on a timely basis as a public company, it could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities, which could result in a material adverse effect on DCRN’s business. The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect DCRN’s reputation or investor perceptions of DCRN, which could have a negative effect on the trading price of DCRN’s securities. In addition, DCRN may incur additional costs to remediate the material weakness in its internal control over financial reporting.

DCRN can give no assurance that the measures it has taken and plans to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls or otherwise.

DCRN may face litigation and other risks as a result of the material weaknesses in its internal control over financial reporting.

As a result of such material weaknesses, the restatement and revision, the change in accounting of DCRN public shares and other matters that may in the future be raised by the SEC, DCRN faces potential litigation or other disputes, which may include, among other things, claims invoking federal and state securities laws, contractual claims or other claims arising from, among other things, the restatement and material weakness in DCRN’s internal control over financial reporting and the preparation of its financial statements. As of the date of this proxy statement/ prospectus, DCRN has no knowledge of any such litigation or dispute related to such restatement. However, DCRN can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on DCRN’s business, results of operations and financial condition or its ability to complete the Business Combination or another Initial Business Combination.

Additional restatements of financial results, or the time required to evaluate possible errors, may impact the market price for DCRN public shares, DCRN public warrants and DCRN units, and DCRN’s ability to complete an Initial Business Combination on a timely basis.

There has been recent focus on historical accounting practices by special purpose acquisition companies (“SPACs”). For example, on April 12, 2021, the SEC Staff issued a statement which resulted in a determination that the warrants and other related instruments issued by many SPACs, including DCRN, should be classified as liabilities rather equity. Further guidance from the SEC or industry-wide consensus could result in additional changes in the accounting treatment related to SPACs. Changes could result in the identification of accounting errors in DCRN’s previously issued financial statements, restatements of DCRN’s previously issued financial statements, the filing of notices that previously issued financial statements may not be relied upon, and findings of material weaknesses and significant deficiencies in internal controls over financial reporting. In addition, changes in accounting treatment or the time required to evaluate any such changes, could delay DCRN’s ability to consummate an Initial Business Combination or otherwise have a material adverse effect on DCRN’s ability to consummate the Business Combination with Tritium, or another business combination.

 

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The loss of senior management or technical personnel could adversely affect DCRN’s ability to successfully effect the Business Combination and NewCo’s ability to successfully operate the business thereafter.

DCRN’s ability to successfully effect the Business Combination is dependent upon the efforts of DCRN’s key personnel. Although some of DCRN’s key personnel may be appointed to NewCo in senior management or advisory positions following the Business Combination, it is likely that some or all of the management of Tritium will remain in place. While DCRN intends to closely scrutinize any individuals it engages after the Business Combination, DCRN cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause NewCo to have to expend time and resources helping it become familiar with such requirements. The loss of the services of Tritium’s senior management or technical personnel could have a material adverse effect on NewCo’s business, financial condition and results of operations. NewCo will also be dependent, in part, upon Tritium’s technical personnel in connection with operating the business following the Business Combination. A loss of Tritium’s technical personnel could seriously harm NewCo’s business and results of operations.

DCRN is a newly formed company with little operating history, and you have no basis on which to evaluate its ability to successfully consummate the Business Combination.

DCRN is a newly formed company with limited operating history, formed for the purpose of completing an Initial Business Combination. As such, you have no basis upon which to evaluate its ability to complete the Business Combination, and it may be unable to do so.

Past performance by members of DCRN’s management team may not be indicative of an ability to complete the Business Combination or of future performance of an investment in NewCo.

Past acquisition and operational experience of DCRN’s management team and their affiliates is not a guarantee of DCRN’s ability to complete the Business Combination nor, if consummated, a guarantee that the intended benefits of the Business Combination will be achieved. Robert Tichio, a member of the DCRN Board, will be a director of NewCo immediately following the Business Combination, but there is no assurance that he will continue as a director of NewCo or that his views will prevail in relation to any decisions or actions taken by NewCo’s Board. You should not rely on the historical record of DCRN’s management team or their affiliates’ performance as indicative of the future performance of NewCo or of an investment in NewCo Ordinary Shares.

DCRN initial stockholders have agreed to vote in favor of the Business Combination, regardless of how DCRN public stockholders vote.

Unlike some other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by public stockholders in connection with an initial business combination, the DCRN initial stockholders have agreed to vote any shares of DCRN Common Stock owned by them in favor of the Business Combination. As of the date hereof, DCRN initial stockholders own shares equal to approximately 20% of issued and outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock in the aggregate. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if the DCRN initial stockholders agreed to vote any shares of DCRN Common Stock owned by them in accordance with the majority of the votes cast by the DCRN public stockholders. In addition to the vote of DCRN Sponsor and other holders of DCRN Founder Shares, DCRN would need 15,093,751, or 37.5% of the 40,250,000 DCRN public shares sold in the DCRN IPO to be voted in favor of Business Combination in order for it to be approved.

 

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DCRN Sponsor, certain members of the DCRN Board and DCRN’s officers have interests in the Business Combination that are different from or are in addition to other stockholders of DCRN in recommending that DCRN public stockholders vote in favor of approval of the Business Combination Proposal.

When considering the DCRN Board’s recommendation that DCRN public stockholders vote in favor of the Business Combination Proposal, DCRN stockholders should be aware that, aside from their interests as stockholders, DCRN Sponsor and certain of DCRN’s directors and officers have interests in the Business Combination that may be different from, or in addition to, the interests of DCRN public stockholders. These interests include:

 

  

the fact that DCRN Sponsor and DCRN’s independent directors hold an aggregate of 7,366,667 DCRN private placement warrants acquired at a purchase price of $11.05 million which, if unrestricted and freely tradable, would be valued at approximately $                 based on the closing price of DCRN public warrants of $                per warrant on                , 2021, the record date for the DCRN special meeting (but which are subject to a lock-up and not freely tradable for a period of 30 days following the Closing), all of which would expire worthless if a business combination is not consummated;

 

  

the fact that DCRN Sponsor and certain of DCRN’s independent directors have agreed not to redeem any of the shares of DCRN Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination;

 

  

the fact that DCRN Sponsor paid an aggregate of $25,004 for 10,062,500 DCRN Founder Shares, including 400,000 DCRN Founder Shares which were subsequently forfeited by DCRN Sponsor at no cost and, upon forfeiture of such shares, DCRN’s independent directors were issued 400,000 DCRN Founder Shares, 40,000 of which were subsequently forfeited upon the resignation of one of DCRN’s independent directors and, upon forfeiture of such shares, DCRN Sponsor was issued 40,000 DCRN Founder Shares at par value of $0.0001 per share, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $                 , based on the closing price of DCRN Class A Common Stock of $                 per share on                , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

 

  

the fact that given the differential in the purchase price that DCRN Sponsor paid for the DCRN Founder Shares as compared to the price of the DCRN units sold in the DCRN IPO and the 9,702,500 NewCo Ordinary Shares that DCRN Sponsor will receive upon conversion of the DCRN Founder Shares in connection with the Business Combination, DCRN Sponsor and its affiliates may earn a positive rate of return on their investment even if the NewCo Ordinary Shares trade below the price initially paid for the DCRN units in the DCRN IPO and the DCRN public stockholders experience a negative rate of return following the completion of the Business Combination;

 

  

the fact that up to an aggregate amount of $1.5 million of any amounts outstanding under any working capital loans made by DCRN Sponsor or any of its affiliates to DCRN may be converted into DCRN warrants to purchase DCRN Class A Common Stock at a price of $1.50 per warrant at the option of the lender and, if issued, such DCRN warrants would automatically convert into an equal number of NewCo Warrants at Closing;

 

  

the fact that if the Trust Account is liquidated, including in the event DCRN is unable to complete an Initial Business Combination within the required time period, DCRN Sponsor has agreed to indemnify DCRN to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per DCRN public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than DCRN’s independent public accountants) for services rendered or products sold to DCRN or (b) a prospective target business with which DCRN has entered into an acquisition agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

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the fact that DCRN’s independent directors own an aggregate of 360,000 DCRN Founder Shares that, upon forfeiture by DCRN Sponsor, were issued to DCRN’s independent directors, which if unrestricted and freely tradeable would be valued at approximately $                 , based on the closing price of DCRN Class A Common Stock of $                per share on                 , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor, and DCRN’s officers and directors, or any of their respective affiliates, will be reimbursed for out-of-pocket expenses incurred in connection with activities on DCRN’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $                as of                 , 2021, the record date for the DCRN special meeting;

 

  

the anticipated appointment of Robert Tichio, a director of DCRN, to the NewCo Board following the Closing;

 

  

the fact that DCRN Sponsor, and DCRN’s officers and directors will lose their entire investment in DCRN of approximately $11.1 million and will not be reimbursed for any out-of-pocket expenses (of which approximately $                is owed as of the date hereof) if an Initial Business Combination is not completed by the Deadline Date; and

 

  

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination Agreement and Related AgreementsRelated Agreements.”

The DCRN initial stockholders hold a significant number of shares of DCRN Common Stock and DCRN warrants. They will lose their entire investment in DCRN if DCRN does not complete an Initial Business Combination.

DCRN Sponsor and DCRN’s independent directors hold all of the 10,062,500 DCRN Founder Shares, representing 20% of the total outstanding shares upon completion of the DCRN IPO. The DCRN Founder Shares will be worthless if DCRN does not complete an Initial Business Combination by the Deadline Date. In addition, DCRN Sponsor and DCRN’s independent directors hold an aggregate of 7,366,667 DCRN private placement warrants that will also be worthless if DCRN does not complete an Initial Business Combination by the Deadline Date.

The DCRN Founder Shares are identical to the shares of DCRN Class A Common Stock included in the DCRN units, except that (a) the holders of DCRN Founder Shares have the right to vote on the election of directors prior to an Initial Business Combination, (b) the DCRN Founder Shares and the shares of DCRN Class A Common Stock into which the DCRN Founder Shares convert upon an Initial Business Combination are subject to certain transfer restrictions, (c) DCRN Sponsor and DCRN’s officers and directors have entered into a letter agreement with DCRN, pursuant to which they have agreed (i) to waive their redemption rights with respect to their DCRN Founder Shares and DCRN public shares owned in connection with the completion of an Initial Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their DCRN Founder Shares if DCRN fails to complete an Initial Business Combination by the Deadline Date (although they will be entitled to liquidating distributions from the Trust Account with respect to any DCRN public shares they hold if DCRN fails to complete an Initial Business Combination by the Deadline Date), (d) the DCRN Founder Shares are automatically convertible into shares of DCRN Class A Common Stock at the time of an Initial Business Combination, as described herein and (e) are subject to registration rights.

The personal and financial interests of DCRN Sponsor and DCRN’s officers and directors may have influenced their motivation in identifying and selecting the Business Combination, completing the Business Combination and influencing DCRN’s and NewCo’s operation following the Business Combination.

DCRN and Tritium expect to incur significant transaction costs in connection with the Business Combination.

DCRN and Tritium have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination. All expenses incurred in connection with the Business Combination

 

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Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs. DCRN’s and Tritium’s combined transaction expenses as a result of the Business Combination are currently estimated at approximately $61.2 million, including approximately $14.1 million in deferred underwriting discounts and commissions to the underwriters of the DCRN IPO.

DCRN may waive one or more of the conditions to the Business Combination, which could result in a conflict of interest.

DCRN may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by the DCRN Charter, DCRN’s bylaws and applicable laws. For example, it is a condition to its obligation to close the Business Combination that certain of Tritium’s representations and warranties be true and correct in all material respects as of the date of the Business Combination Agreement and the Effective Time. However, if the DCRN Board determines that it is in the best interests of DCRN to proceed with the Business Combination, then the DCRN Board may elect to waive that condition and close the Business Combination.

The exercise of discretion by the DCRN Board in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of the DCRN public stockholders.

If DCRN is unable to complete an Initial Business Combination on or prior to the Deadline Date, the DCRN public stockholders may receive only approximately $10.00 per share on the liquidation of DCRN’s Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against DCRN that DCRN Sponsor is unable to indemnify), and the DCRN warrants will expire without value to the holder.

If DCRN is unable to complete an Initial Business Combination on or prior to the Deadline Date, DCRN public stockholders may receive only approximately $10.00 per share on the liquidation of DCRN’s Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against DCRN that DCRN Sponsor is unable to indemnify (as described below)), and the DCRN warrants will expire without value to the holder.

If third parties bring claims against DCRN, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by DCRN public stockholders may be less than $10.00 per share.

DCRN’s placing of funds in the Trust Account may not protect those funds from third-party claims against DCRN. Although DCRN will seek to have all vendors, service providers (other than DCRN’s independent public accountants), prospective target businesses and other entities with which it does business execute agreements with DCRN waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of DCRN’s public stockholders, such parties may not execute such agreements, or even if they execute such agreements, they nonetheless may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against DCRN’s assets, including the funds held in the Trust Account. Although no third parties have refused to execute an agreement waiving such claims to the monies held in the Trust Account to date, if any third party refuses to execute such an agreement in the future, DCRN’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to DCRN than any alternative. Making such a request of potential target businesses may make DCRN’s acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that DCRN might pursue.

 

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Examples of possible instances where DCRN may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with DCRN and will not seek recourse against the Trust Account for any reason. Upon redemption of DCRN public shares, if DCRN is unable to complete its Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its Business Combination, it will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per-share redemption amount received by DCRN public stockholders could be less than the $10.00 per DCRN public share initially held in the Trust Account, due to claims of such creditors. DCRN Sponsor has agreed that it will be liable to DCRN if and to the extent any claims by a third party (other than DCRN’s independent public accountants) for services rendered or products sold to DCRN, or a prospective target business with which DCRN has entered into an acquisition agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per DCRN public share and (b) the actual amount per DCRN public share held in the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to DCRN to pay its franchise and income taxes, less franchise and income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under DCRN’s indemnity of the underwriters of the DCRN IPO against certain liabilities, including liabilities under the Securities Act. However, DCRN has not asked DCRN Sponsor to reserve for such indemnification obligations, nor has it independently verified whether DCRN Sponsor has sufficient funds to satisfy its indemnity obligations, and DCRN believes that DCRN Sponsor’s only assets are securities of DCRN. Therefore, DCRN cannot assure you that DCRN Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for an Initial Business Combination and redemptions could be reduced to less than $10.00 per DCRN public share. In such event, DCRN may not be able to complete an Initial Business Combination, and DCRN public stockholders would receive such lesser amount per share in connection with any redemption of DCRN public shares. None of DCRN’s officers or directors will indemnify DCRN for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

DCRN’s directors may decide not to enforce the indemnification obligations of DCRN Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to DCRN public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (a) $10.00 per DCRN public share and (b) the actual amount per DCRN public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account and not previously released to DCRN to pay its franchise and income taxes, less franchise and income taxes payable, and DCRN Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, DCRN’s independent directors would determine whether to take legal action against DCRN Sponsor to enforce its indemnification obligations.

While DCRN currently expects that its independent directors would take legal action on its behalf against DCRN Sponsor to enforce its indemnification obligations to DCRN, it is possible that DCRN’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If DCRN’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to DCRN public stockholders may be reduced below $10.00 per share.

 

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DCRN may not have sufficient funds to satisfy indemnification claims of its directors and officers.

DCRN has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, its officers and directors have agreed, and any persons who may become officers or directors prior to an Initial Business Combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by DCRN only if (a) DCRN has sufficient funds outside of the Trust Account or (b) DCRN consummates an Initial Business Combination. DCRN’s obligation to indemnify its officers and directors may discourage DCRN’s stockholders from bringing a lawsuit against DCRN’s officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against DCRN’s officers and directors, even though such an action, if successful, might otherwise benefit DCRN and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent DCRN pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

DCRN public stockholders may be held liable for claims by third parties against DCRN to the extent of distributions received by them upon redemption of their DCRN public shares.

If DCRN is forced to enter into an insolvent liquidation, any distributions received by DCRN public stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, DCRN was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by DCRN public stockholders. Furthermore, DCRN’s directors may be viewed as having breached their fiduciary duties to DCRN or its creditors and/or may have acted in bad faith, thereby exposing themselves and DCRN to claims, by paying DCRN public stockholders from the Trust Account prior to addressing the claims of creditors. DCRN cannot assure you that claims will not be brought against it for these reasons.

If, before distributing the proceeds in the Trust Account to DCRN public stockholders, DCRN files a bankruptcy petition or an involuntary bankruptcy petition is filed against DCRN that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of DCRN public stockholders and the per-share amount that would otherwise be received by DCRN public stockholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to DCRN public stockholders, DCRN files a bankruptcy petition or an involuntary bankruptcy petition is filed against DCRN that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of DCRN public stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by DCRN public stockholders in connection with its liquidation may be reduced.

If, after DCRN distributes the proceeds in the Trust Account to DCRN public stockholders, DCRN files a bankruptcy petition or an involuntary bankruptcy petition is filed against DCRN that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the DCRN Board may be viewed as having breached their fiduciary duties to DCRN’s creditors, thereby exposing the members of the DCRN Board and DCRN to claims of punitive damages.

If, after DCRN distributes the proceeds in the Trust Account to DCRN public stockholders, DCRN files a bankruptcy petition or an involuntary bankruptcy petition is filed against DCRN that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by DCRN public stockholders. In addition, the DCRN Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and DCRN to claims of punitive damages, by paying DCRN public stockholders from the Trust Account prior to addressing the claims of creditors.

 

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The DCRN Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

The DCRN Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. DCRN’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of DCRN’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the DCRN Board in valuing Tritium and assuming the risk that the DCRN Board may not have properly valued the business. The lack of a third-party valuation or fairness opinion may also lead an increased number of DCRN’s stockholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact DCRN’s ability to consummate the Business Combination.

DCRN Sponsor, DCRN’s directors, officers, advisors or any of their respective affiliates may elect to purchase DCRN public shares from DCRN public stockholders, which may influence the vote on the Business Combination Proposal and reduce the public “float” of DCRN Class A Common Stock.

DCRN Sponsor, DCRN’s directors, officers, advisors or any of their respective affiliates may purchase DCRN public shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of DCRN public shares DCRN Sponsor, DCRN’s directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and NASDAQ rules. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, DCRN Sponsor, DCRN’s directors, officers, advisors and their respective affiliates have not consummated any such purchases or acquisitions, have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase DCRN public shares in such transactions. None of DCRN Sponsor, DCRN’s directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such DCRN public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such DCRN public stockholder, although still the record holder of such DCRN public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such DCRN public stockholder to vote such shares in a manner directed by the purchaser.

In the event that DCRN Sponsor, DCRN’s directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated transactions from DCRN public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of DCRN public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of DCRN public shares may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of DCRN Class A Common Stock may be reduced and the number of beneficial holders of DCRN’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of DCRN’s securities on a national securities exchange. See

 

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the section entitled “The Business Combination Proposal—Potential Purchases of Public Shares” for a description of how DCRN Sponsor, DCRN’s directors, officers, advisors or any of their respective affiliates will select which stockholders or warrant holders to purchase securities from in any private transaction.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect DCRN’s business, investments and results of operations.

DCRN is subject to laws and regulations enacted by national, regional and local governments. In particular, DCRN is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on DCRN’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on DCRN’s business, including its ability to negotiate and complete the Business Combination, and results of operations.

The warrants may have an adverse effect on the market price of the DCRN Class A Common Stock prior to the consummation of the Business Combination and NewCo Ordinary Shares thereafter and may make it more difficult to effectuate the Business Combination.

DCRN issued public warrants to purchase 13,416,667 shares of DCRN Class A Common Stock as part of the DCRN units. DCRN also issued 7,366,667 DCRN private placement warrants, each exercisable to purchase one share of DCRN Class A Common Stock at $11.50 per share. Each DCRN warrant will convert into one NewCo Warrant in connection with the consummation of the Business Combination.

In addition, if DCRN Sponsor makes any working capital loans, it may convert up to $1.5 million of those loans into up to an additional 1,000,000 DCRN private placement warrants (to be converted into an equal number of NewCo Warrants), at the price of $1.50 per warrant. Any issuance of a substantial number of additional NewCo Ordinary Shares upon exercise of these NewCo Warrants will increase the number of issued and outstanding NewCo Ordinary Shares and reduce the value of NewCo Ordinary Shares issued to complete the Business Combination. Therefore, the DCRN warrants may make it more difficult to effectuate the Business Combination or increase the cost of acquiring Tritium.

If the Business Combination is not completed, potential target businesses may have leverage over DCRN in negotiating a business combination and DCRN’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, which could undermine DCRN’s ability to complete a business combination on terms that would produce value for DCRN’s stockholders.

Any potential target business with which DCRN enters into negotiations concerning a business combination will be aware that DCRN must complete an Initial Business Combination by the Deadline Date. Consequently, if DCRN is unable to complete this Business Combination, a potential target may obtain leverage over DCRN in negotiating a business combination, knowing that DCRN may be unable to complete a business combination with another target business by the Deadline Date. This risk will increase as DCRN gets closer to the timeframe described above. In addition, DCRN may have limited time to conduct due diligence and may enter into a business combination on terms that DCRN would have rejected upon a more comprehensive investigation.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: (a) approval by Tritium’s shareholders and DCRN’s stockholders, (b) the listing of NewCo Ordinary Shares to be issued in connection with the Closing on the NASDAQ (or another national securities exchange mutually agreed to by the parties to the Business

 

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Combination Agreement) and the effectiveness of the Registration Statement and (c) satisfaction of the Minimum Cash Condition as of the closing of the Business Combination or the waiver of such condition. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time prior to the Closing, before or after stockholder approval, or DCRN or Tritium may elect to terminate the Business Combination Agreement in certain other circumstances.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code and/or, together with the Share Transfer, does not qualify as a transaction described in Section 351 of the Code, or results in gain recognition to holders of DCRN Class A Common Stock or DCRN warrants pursuant to Section 367(a) of the Code, DCRN stockholders and/or DCRN warrantholders may be required to pay substantial U.S. federal income taxes.

It is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code and the Merger and the Share Transfer together be treated as a transaction described in Section 351 of the Code. Although Vinson & Elkins LLP, DCRN’s tax counsel, is currently of the opinion that the Merger more likely than not qualifies as a reorganization within the meaning of Section 368(a) of the Code and the Merger and the Share Transfer together more likely than not will be treated as a transaction described in Section 351 of the Code (including that it is not excluded from the application of such provisions pursuant to Section 367 of the Code), and NewCo and DCRN currently expect to file tax returns consistent with this intended tax treatment, this tax treatment is not free from doubt. There is significant uncertainty as to whether the exchange of DCRN Class A Common Stock for NewCo Ordinary Shares and the conversion of DCRN warrants into NewCo Warrants in the Merger would be treated as a taxable exchange, and as a result, there is significant risk that you could be subject to tax in respect of the Business Combination. Among other considerations, the IRS has indicated that the application of the continuity of business enterprise requirement, a requirement to qualify as a reorganization within the meaning of Section 368(a) of the Code, in circumstances similar to the Business Combination is currently under consideration, and there can be no assurance as to whether the IRS will come to a favorable conclusion on this point. No assurance can be given that your tax advisor will agree with our intended tax treatment or that the IRS would not assert, or that a court would not sustain, a contrary position. Further, the application of such rules must be finally determined after completion of the Business Combination, by which time there could be adverse changes to the relevant facts, law, and other circumstances (including the extent to which DCRN stockholders elect to redeem their share of DCRN Class A Common Stock).

If the Merger were not a “reorganization” within the meaning of Section 368(a) of the Code (including by reason of Section 367 of the Code) but, taken together with the Share Transfer, were to qualify as a transaction described in Section 351 of the Code:

 

  

a holder of DCRN Class A Common Stock that only exchanges shares of common stock for NewCo Ordinary Shares generally would not recognize gain or loss;

 

  

a holder of DCRN warrants whose warrants are converted into NewCo Warrants would recognize gain or loss upon such exchange equal to the difference between the fair market value of the NewCo Warrants received and such holder’s adjusted tax basis in its DCRN warrants; and

 

  

a holder of both DCRN Class A Common Stock and DCRN warrants that exchanges or converts both shares of common stock and warrants would generally recognize gain (but not loss) with respect to each share of DCRN Class A Common Stock and warrant held immediately prior to the Merger in an amount equal to the lesser of  (i) the excess (if any) of the fair market value of NewCo Ordinary Shares and NewCo Warrants deemed received in exchange for each such DCRN share or warrant, over such U.S. holder’s tax basis in the DCRN share or warrant exchanged or converted therefor or (ii) the fair market value of the warrants to acquire NewCo Ordinary Shares deemed received in exchange for each such DCRN share or warrant.

If the Merger were not a “reorganization” within the meaning of Section 368(a) of the Code and did not qualify as a transaction described in Section 351 of the Code, a holder of DCRN Class A Common Stock or DCRN warrants would generally recognize taxable gain (or in some circumstances loss) upon the exchange or

 

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conversion of such DCRN Class A Common Stock or DCRN warrants for NewCo Ordinary Shares or NewCo Warrants pursuant to the Merger. If the Merger is excluded from nonrecognition treatment pursuant to Section 367(a) of the Code, a relevant holder of DCRN Class A Common Stock or DCRN warrants would generally recognize taxable gain, but not loss, upon the exchange or conversion of DCRN Class A Common Stock or DCRN warrants for NewCo Ordinary Shares or NewCo Warrants pursuant to the Merger.

For more information about the tax considerations with respect to such matters, see the section entitled “Material U.S. Tax Considerations—Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants.

DCRN cannot assure you that its diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Tritium’s business, including any material omissions or misstatements contained in the Registration Statement or this proxy statement/prospectus relating to the Business Combination than an investor in an initial public offering. Additionally, following the consummation of the Business Combination, NewCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Before entering into the Business Combination Agreement, DCRN performed a due diligence review of Tritium and its business and operations; however, DCRN cannot assure you that its due diligence review identified all material issues. As a result, NewCo may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in losses. Even if DCRN’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with DCRN’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on NewCo’s liquidity, the fact that NewCo reports charges of this nature could contribute to negative market perceptions about NewCo following the completion of the Business Combination or its securities. In addition, charges of this nature may cause NewCo to be unable to obtain future financing on favorable terms or at all. Accordingly, any DCRN stockholders who choose to remain shareholders of NewCo following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

Additionally, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Tritium pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to private investors for any material misstatement or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the NewCo Ordinary Shares that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination for any material misstatement or omissions in the Registration Statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges, as described above, that could have a significant negative effect on Tritium’s financial condition, results of operations and the share price of NewCo Ordinary Shares, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

DCRN and Tritium may be subject to business uncertainties while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on DCRN and Tritium. These uncertainties may impair the ability to retain and motivate key personnel and could cause third parties that deal with Tritium to defer entering into contracts or making other decisions or seek to change existing business relationships.

 

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Risks Related to the Redemption of DCRN Public Shares

There is no guarantee that a DCRN public stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

DCRN can give no assurance as to the price at which a stockholder may be able to sell its NewCo Ordinary Shares in the future following the completion of the Business Combination (or shares received or retained in connection with any alternative business combination). Certain events following the consummation of the Business Combination may cause an increase in NewCo’s share price and may result in a lower value realized now than a DCRN public stockholder might realize in the future had the stockholder redeemed their DCRN public shares. Similarly, if a DCRN public stockholder does not redeem their DCRN public shares, the stockholder will bear the risk of ownership of NewCo Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its NewCo Ordinary Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A DCRN public stockholder should consult, and rely solely upon, the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If DCRN public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of DCRN Class A Common Stock for a pro rata portion of the funds held in the Trust Account.

In order to exercise their redemption rights, DCRN public stockholders are required to submit a request in writing and deliver their DCRN public shares (either physically or electronically) to DCRN’s transfer agent at least two business days prior to the DCRN special meeting. If the Business Combination is consummated, DCRN public stockholders electing to redeem their DCRN public shares will receive their pro rata portion of the Trust Account, including interest not previously released to DCRN to pay its franchise and income taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “DCRN Special Meeting—Redemption Rights” for additional information on how to exercise your redemption rights.

DCRN public stockholders who wish to redeem their DCRN public shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

DCRN public stockholders who wish to redeem their DCRN public shares for a pro rata portion of the Trust Account must, among other things, as more fully described in the section entitled “DCRN Special Meeting—Redemption Rights,” tender their certificates to DCRN’s transfer agent or deliver their shares to the transfer agent electronically through DTC prior to                 , Eastern time, on                , 2021. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and DCRN’s transfer agent will need to act to facilitate this request. It is DCRN’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because DCRN does not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

In addition, holders of outstanding DCRN units must separate the underlying DCRN public shares and DCRN public warrants prior to exercising redemption rights with respect to the DCRN public shares. If you hold DCRN units registered in your own name, you must deliver the certificate for such DCRN units or deliver such DCRN units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such DCRN units into DCRN public shares and DCRN public warrants. This must be completed far enough in advance to permit the mailing of the DCRN public share certificates or electronic delivery of the DCRN public shares back to you so that you may then exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units.

 

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If a broker, dealer, commercial bank, trust company or other nominee holds your DCRN units, you must instruct such nominee to separate your DCRN units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of DCRN units to be split and the nominee holding such DCRN units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of the corresponding number of DCRN public shares and DCRN public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your DCRN public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

If a DCRN public stockholder fails to receive notice of DCRN’s offer to redeem its public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such DCRN public shares may not be redeemed.

DCRN will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite DCRN’s compliance with these rules, if a DCRN public stockholder fails to receive DCRN’s proxy materials, such stockholder may not become aware of the opportunity to redeem its DCRN public shares. In addition, the proxy materials that DCRN will furnish to DCRN public stockholders in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem DCRN public shares. In the event that a DCRN public stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

Whether a redemption of DCRN Class A Common Stock will be treated as a sale of such DCRN Class A Common Stock for U.S. federal income tax purposes will depend on a stockholder’s specific facts.

The U.S. federal income tax treatment of a redemption of DCRN Class A Common Stock by a stockholder will depend on whether the redemption qualifies as a sale of such DCRN Class A Common Stock under Section 302(a) of the Code, which will depend largely on the total number of shares of DCRN Class A Common Stock (including any shares of stock constructively owned by the holder as a result of owning DCRN private placement warrants or DCRN public warrants or, following the Business Combination, NewCo Ordinary Shares or NewCo Warrants pursuant to the Business Combination or the PIPE Financing) such stockholder is treated as holding relative to all shares of DCRN Common Stock outstanding both before and after the redemption. If such redemption is not treated as a sale of DCRN Class A Common Stock for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution of cash from DCRN. For more information about the U.S. federal income tax treatment of the redemption of DCRN Class A Common Stock, see the section below entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations for Holders in Respect of the Redemption of DCRN Class A Common Stock.

If DCRN is unable to consummate the Business Combination or any other Initial Business Combination by the Deadline Date, the DCRN public stockholders may be forced to wait beyond such date before redemption from the Trust Account.

If DCRN is unable to consummate the Business Combination by the Deadline Date, DCRN will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the DCRN public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to DCRN to pay its franchise and income taxes (less up to $0.1 million of net interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding DCRN public shares, which redemption will completely extinguish DCRN public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of DCRN’s remaining stockholders and the DCRN Board, dissolve and liquidate, subject in each case to DCRN’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 

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DCRN does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for DCRN to complete the Business Combination even if a substantial majority of its stockholders do not agree.

The DCRN Charter does not provide a specified maximum redemption threshold, except that in no event will DCRN redeem DCRN public shares in an amount that would cause DCRN’s net tangible assets to be less than $5,000,001, unless the DCRN public shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. As a result, DCRN may be able to complete the Business Combination even though a substantial majority of DCRN public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to DCRN Sponsor, DCRN’s officers, directors, advisors or any of their respective affiliates. If the NewCo Constitution Proposal is approved, such restriction on redemption would be eliminated. See the section entitled “Proposal No. 2—The NewCo Constitution Proposal.” In the event the aggregate cash consideration DCRN would be required to pay for all shares of DCRN Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to DCRN, DCRN will not complete the Business Combination or redeem any shares, all shares of DCRN Class A Common Stock submitted for redemption will be returned to the holders thereof, and DCRN instead may search for an alternate business combination.

General Risk Factors

The Business Combination or NewCo may be materially adversely affected by the ongoing COVID-19 pandemic.

In addition to the risks described above under “Tritium faces risks related to health pandemics, including the recent COVID-19 pandemic, which could have a material adverse effect on its business and results of operations,” NewCo’s ability to consummate the Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit DCRN’s ability to have meetings with potential investors or affect the ability of Tritium’s personnel, vendors and service providers to negotiate and consummate the Business Combination in a timely manner. The extent to which COVID-19 impacts the Business Combination or NewCo will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, DCRN’s ability to consummate the Business Combination may be materially adversely affected. Additionally, if the financial markets or the overall economy are impacted for an extended period, NewCo’s results of operations, financial position and cash flows may be materially adversely affected.

The JOBS Act permits EGCs like DCRN and NewCo to take advantage of certain exemptions from various reporting requirements applicable to public companies that are not EGCs.

Each of DCRN and NewCo qualifies as an EGC. As such, DCRN takes advantage of, and NewCo expects to take advantage of, certain exemptions from various reporting requirements applicable to public companies that are not EGCs, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in DCRN’s periodic reports and proxy statements. As a result, DCRN stockholders and NewCo shareholders may not have access to certain information they deem important. NewCo will remain an EGC until the earliest of (a) the last day of the fiscal year (i) following February 8, 2026, the fifth anniversary of the DCRN IPO, (ii) in which NewCo has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (iii) in which NewCo is deemed to be a large accelerated filer, which means the market value of NewCo Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (b) the date on which NewCo has issued more than $1.0 billion in non-convertible debt during the prior three year period.

 

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In addition, Section 107 of the JOBS Act provides that an EGC may take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an EGC. An EGC can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company may elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt out is irrevocable. DCRN and NewCo have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, each of DCRN and NewCo, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of DCRN’s and NewCo’s financial statements with another public company which is neither an EGC nor an EGC which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

DCRN cannot predict if investors will find the DCRN Class A Common Stock less attractive because DCRN will rely on these exemptions. If some investors find the DCRN Class A Common Stock less attractive as a result, there may be a less active trading market for the DCRN Class A Common Stock and its stock price may be more volatile. Similarly, NewCo cannot predict if investors will find NewCo Ordinary Shares less attractive because NewCo will rely on these exemptions. If some investors find NewCo Ordinary Shares less attractive as a result, there may be a less active trading market for NewCo Ordinary Shares and its stock price may be more volatile.

The United Kingdom’s exit from the European Union may adversely impact NewCo’s business, prospects, financial condition and results of operations.

The United Kingdom withdrew from the European Union (“Brexit”) on January 31, 2020, subject to a transitional/implementation period, which ended on December 31, 2020. On December 24, 2020, the United Kingdom announced that it had reached agreement on a draft EU-UK Trade and Cooperation Agreement (“TCA”) covering trade in goods and in services, digital trade, intellectual property, public procurement aviation and road transport, energy, fisheries, social security coordination, law enforcement and judicial cooperation in criminal matters, thematic cooperation and participation in the European Union programs. The UK Parliament ratified the United Kingdom’s entry into, and implementation of, the TCA on December 30, 2020 pursuant to the EU (Future Relationship) Act 2020. The impact of Brexit on the economic outlook of the Eurozone and the United Kingdom, and associated global implications, remain uncertain. As a result of the legal, political and economic uncertainty surrounding Brexit, NewCo may experience reductions in business activity, increased delivery times, increased funding costs, increased operating costs due to trade tariffs, increased trade compliance burden and costs to capture, administer and record all item and part origins for customs authorities, differing standards in the United Kingdom and the European Union, and the need to acquire new certifications, which could have a material adverse effect on NewCo’s business, financial condition and results of operations.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement/prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect DCRN’s, Tritium’s or NewCo’s current views, as applicable, with respect to, among other things, their respective capital resources, portfolio performance and results of operations. Likewise, all of NewCo’s and Tritium’s statements regarding anticipated growth in its operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement/prospectus reflect DCRN’s, Tritium’s or NewCo’s current views, as applicable, about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. None of DCRN, Tritium or NewCo guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

 

  

possible delays in closing the Business Combination, whether due to the inability to obtain DCRN stockholders or regulatory approval, failure to satisfy the Minimum Cash Condition as of the closing of the Business Combination or the waiver of such condition, or failure to satisfy any of the other conditions to closing the Business Combination, as set forth in the Business Combination Agreement;

 

  

the inability of the Business Combination, or an alternate business combination, to be completed by the Deadline Date, and the potential failure of DCRN to obtain an extension of the Deadline Date if sought by DCRN;

 

  

any waivers of the conditions to closing the Business Combination as may be permitted in the Business Combination Agreement;

 

  

the risk that the PIPE Financing may not be consummated;

 

  

general economic uncertainty;

 

  

the effects of the COVID-19 pandemic;

 

  

the volatility of currency exchange rates;

 

  

NewCo’s ability to obtain and maintain financing arrangements on attractive terms;

 

  

NewCo’s ability to manage growth;

 

  

NewCo’s ability to obtain or maintain the listing of NewCo’s securities on the NASDAQ or any other national exchange following the Business Combination;

 

  

risks related to the rollout of NewCo’s business and expansion strategy;

 

  

consumer failure to accept and adopt EVs;

 

  

overall demand for EV charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated;

 

  

the possibility that NewCo’s technology and products could have undetected defects or errors;

 

  

the effects of competition on NewCo’s future business;

 

  

potential disruption in NewCo’s employee retention as a result of the Business Combination;

 

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the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which NewCo operates or will operate in the future;

 

  

potential litigation, governmental or regulatory proceedings, investigations or inquiries involving NewCo, Tritium or DCRN, including in relation to the Business Combination;

 

  

the effectiveness of NewCo’s internal controls and its corporate policies and procedures and the success and timing of the remediation efforts for the material weaknesses NewCo identified in Tritium’s internal control over financial reporting;

 

  

changes in personnel and availability of qualified personnel;

 

  

environmental uncertainties and risks related to adverse weather conditions and natural disasters;

 

  

the volatility of the market price and liquidity of DCRN units, DCRN public shares and DCRN warrants;

 

  

potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by NewCo subsequent to the Business Combination;

 

  

the possibility that the DCRN Board’s valuation of Tritium was inaccurate, including the failure of DCRN’s diligence review to identify all material risks associated with the Business Combination;

 

  

the limited experience of certain members of NewCo’s management team in operating a public company in the United States; and

 

  

the volatility of the market price and liquidity of NewCo Ordinary Shares and other securities of NewCo.

While forward-looking statements reflect DCRN’s, Tritium’s and NewCo’s good faith beliefs, as applicable, they are not guarantees of future performance. DCRN, Tritium’s and NewCo disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus, except as required by applicable law. For a further discussion of these and other factors that could cause DCRN’s or NewCo’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

 

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DCRN SPECIAL MEETING

General

DCRN is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the DCRN Board for use at the DCRN special meeting to be held on                , 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to DCRN stockholders on or about                , 2021. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the DCRN special meeting.

DCRN is utilizing a virtual stockholder meeting format for the DCRN special meeting in light of the health risks associated with the outbreak of COVID-19. DCRN’s virtual stockholder meeting format uses technology designed to increase stockholder access, save DCRN and DCRN stockholders time and money and provide DCRN stockholders rights and opportunities to participate in the virtual DCRN special meeting similar to those they would have at an in-person special meeting, at no cost. In addition to online attendance, DCRN provides DCRN stockholders with an opportunity to hear all portions of the official DCRN special meeting as conducted by the DCRN Board, submit written questions and comments during the DCRN special meeting and vote online during the open poll portion of the DCRN special meeting. DCRN welcomes your suggestions on how DCRN can make the virtual DCRN special meeting more effective and efficient.

All DCRN stockholders as of the record date, or their duly appointed proxies, may attend the DCRN special meeting, which will be a completely virtual meeting. There will be no physical meeting location and the DCRN special meeting will only be conducted via live webcast. If you were a DCRN stockholder as of the close of business on                , 2021, you may attend the DCRN special meeting. As a registered DCRN stockholder, you received a proxy card with this proxy statement/prospectus. The proxy card contains instructions on how to attend the virtual meeting, including the website along with your control number. You will need your control number to attend the virtual meeting, submit questions and vote online.

If you do not have your control number, contact DCRN’s transfer agent, Continental Stock Transfer & Trust Company, by telephone at (917) 262-2373 or by email at proxy@continentalstock.com. If your shares of DCRN Common Stock are held by a bank, broker or other nominee, you will need to contact your bank, broker or other nominee and obtain a legal proxy. Once you have received your legal proxy, you will need to contact Continental Stock Transfer & Trust Company to have a control number generated. Please allow up to 72 hours for processing your request for a control number.

DCRN stockholders can pre-register to attend the virtual meeting. To pre-register, visit                 and enter your control number, name and email address. After pre-registering, you will be able to vote or submit questions for the DCRN special meeting.

DCRN stockholders have multiple opportunities to submit questions to DCRN for the DCRN special meeting. DCRN stockholders who wish to submit a question in advance may do so by pre-registering and then selecting the chat box link. DCRN stockholders also may submit questions live during the meeting. Questions pertinent to DCRN special meeting matters may be recognized and answered during the DCRN special meeting in DCRN’s discretion, subject to time constraints. DCRN reserves the right to edit or reject questions that are inappropriate for DCRN special meeting matters. In addition, DCRN will offer live technical support for all DCRN stockholders attending the DCRN special meeting.

To attend online and participate in the DCRN special meeting, DCRN stockholders of record will need to visit and enter the 12 digit control number provided on your proxy card, regardless of whether you pre-registered.

 

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Date, Time and Place

The DCRN special meeting will be held at                , Eastern time, on                 , 2021, via live webcast at                , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the virtual DCRN special meeting if you owned shares of DCRN Common Stock, i.e., DCRN Class A Common Stock or DCRN Class B Common Stock, at the close of business on                , 2021, which is the record date for the DCRN special meeting. You are entitled to one vote for each share of DCRN Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 50,312,500 shares of DCRN Class A Common Stock and DCRN Class B Common Stock outstanding in the aggregate, of which 40,250,000 were shares of DCRN Class A Common Stock and 10,062,500 were DCRN Founder Shares held by the DCRN initial stockholders.

Vote of DCRN Sponsor, Directors and Officers of DCRN

DCRN Sponsor and DCRN’s directors and officers have agreed to vote any shares of DCRN Class A Common Stock and DCRN Class B Common Stock owned by them in favor of the Business Combination.

DCRN Sponsor and DCRN’s directors and officers have waived any redemption rights, including with respect to shares of DCRN Class A Common Stock purchased in the DCRN IPO or in the aftermarket, in connection with the Business Combination. The DCRN Founder Shares held by DCRN Sponsor and DCRN’s independent directors have no redemption rights upon DCRN’s liquidation and will be worthless if no Business Combination is effected by DCRN by the Deadline Date. However, DCRN Sponsor and DCRN’s directors and officers are entitled to redemption rights upon DCRN’s liquidation with respect to any shares of DCRN Class A Common Stock they may own.

Quorum and Required Vote for Proposals for the DCRN Special Meeting

A quorum of DCRN stockholders is necessary to hold a valid meeting. A quorum will be present at the DCRN special meeting if holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote thereat are present online or represented by proxy at the DCRN special meeting. Abstentions will count as present for the purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote thereon at the DCRN special meeting, voting as a single class. The approval of the NewCo Constitution Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote and actually cast thereon at the DCRN special meeting, voting as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the DCRN special meeting will not be counted towards the number of shares of DCRN Class A Common Stock and DCRN Class B Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the NewCo Constitution Proposal or the Adjournment Proposal, but will have the same effect as a vote “Against” the Business Combination Proposal.

The Closing is conditioned on the approval of the Business Combination Proposal at the DCRN special meeting. The NewCo Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

 

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Recommendation to DCRN Stockholders

After careful consideration, the DCRN Board recommends that DCRN stockholders vote “For” each Proposal being submitted to a vote of the DCRN stockholders at the DCRN special meeting.

For a more complete description of DCRN’s reasons for the approval of the Business Combination and the recommendation of the DCRN Board, see the section entitled “The Business Combination—DCRN Board’s Consideration of and Reasons for Approving the Business Combination.

Voting Your Shares

Each share of DCRN Class A Common Stock and each share of DCRN Class B Common Stock that you own in your name entitles you to one vote on each of the Proposals for the DCRN special meeting. Your one or more proxy cards show the number of shares of DCRN Class A Common Stock and DCRN Class B Common Stock that you own. There are several ways to vote your shares of DCRN Class A Common Stock and DCRN Class B Common Stock:

 

  

You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the DCRN special meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of DCRN Class A Common Stock or DCRN Class B Common Stock will be voted as recommended by the DCRN Board. The DCRN Board recommends voting “For” the Business Combination Proposal, “For” the NewCo Constitution Proposal and “For” the Adjournment Proposal.

 

  

You can attend the DCRN special meeting virtually and vote online even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. However, if your shares of DCRN Class A Common Stock or DCRN Class B Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way DCRN can be sure that the broker, bank or nominee has not already voted your shares of DCRN Class A Common Stock or DCRN Class B Common Stock.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the DCRN special meeting or at such meeting by doing any one of the following:

 

  

you may send another proxy card with a later date;

 

  

you may notify DCRN’s secretary, in writing, before the DCRN special meeting that you have revoked your proxy; or

 

  

you may attend the DCRN special meeting virtually, revoke your proxy and vote online, as indicated above.

No Additional Matters May Be Presented at the DCRN Special Meeting

The DCRN special meeting has been called to consider only the approval of the Business Combination Proposal, the NewCo Constitution Proposal and the Adjournment Proposal. Under DCRN’s bylaws, other than procedural matters incident to the conduct of the DCRN special meeting, no other matters may be considered at the DCRN special meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the DCRN special meeting.

 

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Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of DCRN Class A Common Stock or DCRN Class B Common Stock, you may call Morrow Sodali LLC, DCRN’s proxy solicitor, at (800) 662-5200 (banks and brokerage firms, please call collect at (203) 658-9400).

Redemption Rights

Under the DCRN Charter, any holders of DCRN Class A Common Stock may elect that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released to DCRN to pay its franchise and income taxes, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the DCRN IPO (calculated as of two business days prior to the consummation of the Business Combination, including interest not previously released to us to pay our franchise and income taxes). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of September 30, 2021, of approximately $402.5 million, the estimated per share redemption price would have been approximately $10.00.

In order to exercise your redemption rights, you must:

 

  

if you hold your shares of DCRN Class A Common Stock through DCRN units, elect to separate your DCRN units into the underlying shares of DCRN Class A Common Stock and DCRN warrants prior to exercising your redemption rights with respect to the shares of DCRN Class A Common Stock;

 

  

certify to DCRN whether you are acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other DCRN stockholder with respect to shares of DCRN Class A Common Stock;

 

  

prior to                 , Eastern time, on                , 2021 (two business days before the DCRN special meeting), tender your shares physically or electronically and submit a request in writing that DCRN redeem your DCRN public shares for cash to Continental Stock Transfer & Trust Company, DCRN’s transfer agent, to the attention of Mark Zimkind at 1 State Street, 30th Floor, New York, New York 10004, by email at mzimkind@continentalstock.com or by telephone at (212) 509-4000; and

 

  

deliver your shares of DCRN Class A Common Stock either physically or electronically through DTC to the transfer agent at least two business days before the DCRN special meeting. DCRN stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is DCRN’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, DCRN does not have any control over this process and it may take longer than two weeks. DCRN stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your shares of DCRN Class A Common Stock as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with DCRN’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed above.

 

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Holders of outstanding DCRN units must separate the underlying DCRN public shares and DCRN warrants prior to exercising redemption rights with respect to the DCRN public shares. If you hold DCRN units registered in your own name, you must deliver the certificate for such DCRN units or deliver such DCRN units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such DCRN units into DCRN public shares and DCRN warrants. This must be completed far enough in advance to permit the mailing of the DCRN share certificates or electronic delivery of the DCRN public shares back to you so that you may then exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units.

If a broker, dealer, commercial bank, trust company or other nominee holds your DCRN units, you must instruct such nominee to separate your DCRN units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of DCRN units to be split and the nominee holding such DCRN units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant DCRN units and a deposit of the corresponding number of DCRN public shares and DCRN public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your DCRN units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Prior to exercising redemption rights, stockholders should verify the market price of DCRN Class A Common Stock as they may receive higher proceeds from the sale of their DCRN Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. DCRN cannot assure you that you will be able to sell your shares of DCRN Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the DCRN Class A Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of DCRN Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will not receive NewCo Ordinary Shares or have any right to participate in, or have any interest in, NewCo’s future growth following the Business Combination, if any. You will be entitled to receive cash for these shares of DCRN Class A Common Stock only if you properly and timely demand redemption.

If the Business Combination is not approved and DCRN does not consummate a “Business Combination” (as defined in the DCRN Charter) by the Deadline Date, DCRN will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to the DCRN public stockholders and DCRN warrants will expire worthless.

Appraisal Rights

Appraisal rights are not available to holders of shares of DCRN Class A Common Stock and DCRN Class B Common Stock in connection with the Business Combination.

Proxy Solicitation Costs

DCRN is soliciting proxies on behalf of the DCRN Board. This solicitation is being made by mail but also may be made by telephone or in person. DCRN and its directors, officers and employees may also solicit proxies in person. DCRN will file with the SEC all scripts and other electronic communications as proxy soliciting materials. DCRN will bear the cost of the solicitation.

 

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DCRN has engaged Morrow Sodali LLC to assist in the proxy solicitation process. DCRN will pay that firm a fee of $37,500, plus disbursements. DCRN will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. DCRN will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. DCRN will reimburse them for their reasonable expenses.

 

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THE BUSINESS COMBINATION

Structure of the Business Combination

On May 25, 2021, DCRN, Tritium, NewCo and Merger Sub entered into a Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions contained therein, (i) DCRN, Newco, Tritium and all existing shareholders of Tritium will enter into the Share Transfer Agreement pursuant to which Tritium shareholders will transfer their Tritium Shares to NewCo in exchange for an aggregate of 120,000,000 NewCo Ordinary Shares valued at $10.00 per share and (ii) Merger Sub will merge with and into DCRN, with DCRN surviving as a wholly owned subsidiary of NewCo. Pursuant to the Merger, each share of DCRN Class A Common Stock will be exchanged for one NewCo Ordinary Share and each DCRN warrant will automatically convert into one NewCo Warrant. At the Effective Time, the DCRN Founder Shares will be cancelled and converted into DCRN Class A Common Stock in accordance with the DCRN Charter and, accordingly, will be exchanged for NewCo Ordinary Shares pursuant to the Merger.

Organizational Structure

The following diagram illustrates the organizational structure of DCRN and Tritium immediately prior to the Business Combination:

 

LOGO

 

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The following diagram illustrates the structure of NewCo immediately following the Business Combination:

 

LOGO

Conversion of Securities

At the Effective Time, the following events will take place simultaneously:

 

  

NewCo Ordinary Shares will be issued to Tritium shareholders in accordance with the Share Transfer Agreement;

 

  

Each DCRN Founder Share will be cancelled and converted into one validly issued, fully paid and nonassessable share of DCRN Class A Common Stock in accordance with the DCRN Charter; and

 

  

By virtue of the Merger and without any action on the part of DCRN, NewCo, Merger Sub or the holders of any of the following securities:

 

  

All shares of DCRN Common Stock held in the treasury of DCRN will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;

 

  

Each share of DCRN Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Redemption Shares, but including the shares of DCRN Class A Common Stock issued upon conversion of the DCRN Founder Shares) will be cancelled and converted into and exchanged for the Per Share Merger Consideration;

 

  

Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of DCRN as the surviving corporation in the Merger; and

 

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NewCo will assume the DCRN Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRN warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a NewCo Warrant. Each NewCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (A) each NewCo Warrant will be exercisable solely for NewCo Ordinary Shares; (B) the number of NewCo Ordinary Shares subject to each NewCo Warrant will be equal to the number of shares of DCRN Class A Common Stock subject to the applicable DCRN warrant; and (C) the per share exercise price for the NewCo Ordinary Shares issuable upon exercise of such NewCo Warrant will be equal to the per share exercise price for the shares of DCRN Class A Common Stock subject to the applicable DCRN warrant, as in effect immediately prior to the Effective Time.

Each Redemption Share that will be redeemed at the Effective Time will not be entitled to receive the Per Share Merger Consideration and will be converted into the right to receive from DCRN, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights. At or as promptly as practical after the Effective Time, DCRN will make such cash payments in respect of each such Redemption Share. As of the Effective Time, all such Redemption Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a Redemption Share (or related certificate or book-entry share) will cease to have any rights with respect thereto, except the right to receive such cash payments from DCRN.

In the event that the DCRN Class A Common Stock and DCRN warrants comprising a single DCRN unit have not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the Share Exchange, Warrant Conversion and Share Transfer, any and all DCRN units will be automatically detached and broken out into their constituent parts, such that a holder of one DCRN unit will hold one share of DCRN Class A Common Stock and one-third of one DCRN warrant, and the underlying DCRN Class A Common Stock and DCRN warrants will be converted in accordance with the Business Combination Agreement. However, if the detachment would result in a holder of DCRN public warrants holding a fractional DCRN public warrant, then prior to the conversion the number of DCRN public warrants deemed to be held by such holder will be rounded down to the nearest whole number.

Conditions to Closing of the Business Combination

Conditions to the Obligations of Each Party

The obligations of DCRN, NewCo, Merger Sub and Tritium to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of each of the following mutual conditions:

 

  

the Business Combination Proposal will have been approved and adopted by the requisite affirmative vote of the DCRN stockholders in accordance with this proxy statement/prospectus, the DGCL, DCRN’s organizational documents and the rules and regulations of the NASDAQ;

 

  

no governmental authority will have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

 

  

(i) all required filings under the HSR Act will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act will have expired or been terminated and (ii) (A) DCRN will have received a written notice

 

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under the FATA, by or on behalf of the Treasurer of the Commonwealth of Australia stating or to the effect that the Commonwealth Government of Australia does not object to the Business Combination, either unconditionally or on terms that are reasonably acceptable to DCRN and Tritium (it being understood that the imposition of customary tax conditions in connection with the FIRB approval will be deemed acceptable), (B) the Treasurer of the Commonwealth of Australia will have become precluded from making an order in relation to the subject matter of the Business Combination Agreement and the Business Combination under the FATA or (C) if an interim order is made under the FATA in respect of the Business Combination, the subsequent period for making a final order prohibiting the Business Combination will have elapsed without a final order being made;

 

  

the NewCo Ordinary Shares will have been accepted for listing on the NASDAQ (subject to the Closing occurring), or another national securities exchange mutually agreed to by the parties in writing, as of the Closing Date;

 

  

the NewCo Ordinary Shares will not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act;

 

  

the Registration Statement will have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement will have been initiated or be threatened in writing by the SEC;

 

  

the Exit Notice and the Share Transfer Agreement will have been duly executed and delivered to DCRN, and the transfer of Tritium Shares to NewCo in accordance with the terms of the Share Transfer Agreement will have occurred at the Closing; and

 

  

(i) Tritium will have delivered to DCRN a waiver from Vontier with respect to all of Vontier’s rights under clause 19 of the Shareholders’ Deed in relation to Tritium (regarding such shareholder’s rights to acquire Tritium based on a formal valuation), or (ii) the permitted timeframe for such shareholder to exercise such rights to acquire Tritium under the Shareholders’ Deed will have expired and such rights have not been exercised.

Conditions to the Obligations of DCRN

The obligations of DCRN to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

 

  

the representations and warranties of Tritium contained in the sections titled (a) “Organization and Qualification; Subsidiaries,” (b) “Organizational Documents,” (c) “Capitalization” (other than certain provisions in such section as described below), (d) “Authority Relative to the Business Combination Agreement” and (e) “Brokers” in the Business Combination Agreement will each be true and correct in all material respects as of the date of the Business Combination Agreement and the Closing, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier specified date. Certain of the representations and warranties in the section titled “Capitalization” in the Business Combination Agreement will be true and correct in all respects except for de minimis inaccuracies as of the date of the Business Combination Agreement and at the Closing as though made on and as of such date and time (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such specified date). The other representations and warranties of Tritium contained in the Business Combination Agreement will be true and correct in all respects (without giving effect to any “materiality,” “Tritium Material Adverse Effect” (as defined below) or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Closing as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of

 

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such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Tritium Material Adverse Effect;

 

  

the representations and warranties of NewCo and Merger Sub contained in the sections titled (a) “Organizational Documents,” (b) “Capitalization” and (c) “Brokers” in the Business Combination Agreement will each be true and correct in all material respects as of the date of the Business Combination Agreement and the Closing, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier specified date. Certain of the representations and warranties in the section titled “Capitalization” in the Business Combination Agreement will be true and correct in all respects except for de minimis inaccuracies as of the date of the Business Combination Agreement and at the Closing as though made on and as of such date and time (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such specified date). The other representations and warranties of NewCo and Merger Sub contained in the Business Combination Agreement will be true and correct in all respects (without giving effect to any “materiality,” “material adverse effect” or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Closing as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on NewCo and Merger Sub, taken as a whole;

 

  

Tritium will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing; provided, that, a covenant of Tritium will only be deemed to have not been performed if Tritium has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to Tritium (or if earlier, the Outside Date);

 

  

NewCo and Merger Sub will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing; provided, that, a covenant of NewCo or Merger Sub will only be deemed to have not been performed if NewCo or Merger Sub has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to NewCo or Merger Sub (or if earlier, the Outside Date);

 

  

Tritium will have delivered to DCRN a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions as they relate to Tritium;

 

  

NewCo will have delivered to DCRN a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions as they relate to NewCo and Merger Sub;

 

  

no Tritium Material Adverse Effect will have occurred between the date of the Business Combination Agreement and the Closing;

 

  

NewCo will have delivered the A&R Registration Rights Agreement duly executed by NewCo; and

 

  

NewCo, Tritium and each recipient of NewCo Ordinary Shares in the Share Transfer will have delivered a copy of the Lock-Up Agreement duly executed by NewCo, Tritium and such recipients (or their validly authorized attorney-in-fact).

Some of the conditions to DCRN’s obligations are qualified by the concept of a “Tritium Material Adverse Effect.” Under the terms of the Business Combination Agreement, a “Tritium Material Adverse Effect” means any event, state of facts, development, condition, occurrence, circumstance, change or effect (collectively,

 

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“Effect”) that, individually or in the aggregate with all other Effects, (i) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of Tritium and Tritium’s subsidiaries taken as a whole, or (ii) would reasonably be expected to prevent, materially delay or materially impede the performance by Tritium of its obligations under the Business Combination Agreement or the consummation of the Business Combination; provided, however, that none of the following will be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there is, has been or will be a Tritium Material Adverse Effect: (a) any change or proposed change in or change in the interpretation of any law, U.S. GAAP or applicable local GAAP applicable to Tritium, including any COVID-19 measures or change of interpretation of COVID-19 measures following the date of the Business Combination Agreement; (b) Effects generally affecting the industries or geographic areas in which Tritium and Tritium’s subsidiaries operate; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics and other force majeure events with respect to the COVID-19 pandemic, solely to the extent such Effect first arises after the date of the Business Combination Agreement; (e) any actions taken or not taken by Tritium or Tritium’s subsidiaries as required by the Business Combination Agreement or any ancillary agreement, (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Business Combination (including the impact thereof on relationships with customers, suppliers, employees or governmental authorities) (provided that this clause (f) will not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the Business Combination Agreement or the consummation of the Business Combination), (g) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (g) will not prevent a determination that any Effect underlying such failure has resulted in a Tritium Material Adverse Effect, or (h) any actions taken, or failure to take action, or such other Effects, in each case, which DCRN has requested in writing or to which it has consented in writing, except in the cases of clauses (a) through (d), to the extent that Tritium and Tritium’s subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries or regions in which Tritium and Tritium’s subsidiaries operate.

Conditions to the Obligations of Tritium, NewCo and Merger Sub

The obligations of Tritium, NewCo and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

 

  

the representations and warranties of DCRN contained in the sections titled (a) “Corporate Organization,” (b) “Organizational Documents,” (c) “Authority Relative to the Business Combination Agreement” and (d) “Brokers” in the Business Combination Agreement will each be true and correct in all material respects as of the date of the Business Combination Agreement and the Closing, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier specified date. Certain of the representations and warranties in the section titled “Capitalization” in the Business Combination Agreement will be true and correct in all respects except for de minimis inaccuracies as of the date of the Business Combination Agreement and at the Closing as though made on and as of such date and time (except to the extent of any changes that reflect actions permitted in accordance with the section entitled “Conduct of Business by DCRN” in the Business Combination Agreement and except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or

 

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liability to Tritium, DCRN, NewCo, Merger Sub or their affiliates. The other representations and warranties of DCRN contained in the Business Combination Agreement will be true and correct in all respects (without giving effect to any “materiality,” “DCRN Material Adverse Effect” (as defined below) or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Closing as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a DCRN Material Adverse Effect;

 

  

DCRN will have performed or complied in all material respects with all other agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing; provided, that, a covenant of DCRN will only be deemed to have not been performed if DCRN has materially breached such covenant and failed to cure within 20 days after written notice of such breach has been delivered to DCRN (or if earlier, the Outside Date);

 

  

DCRN will have delivered to Tritium a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;

 

  

no DCRN Material Adverse Effect will have occurred between the date of the Business Combination Agreement and the Closing; and

 

  

satisfaction of the Minimum Cash Condition.

Some of the conditions to Tritium’s, NewCo’s and Merger Sub’s obligations are qualified by the concept of a “DCRN Material Adverse Effect.” Under the terms of the Business Combination Agreement, a “DCRN Material Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects, (i) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of DCRN, or (ii) would reasonably be expected to prevent, materially delay or materially impede the performance by DCRN of its respective obligations under the Business Combination Agreement or the consummation of the Business Combination; provided, however, that none of the following will be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a DCRN Material Adverse Effect: (a) any change or proposed change in or change in the interpretation of any law, U.S. GAAP or applicable local GAAP applicable to DCRN, including any COVID-19 measures or change of interpretation of COVID-19 measures following the date of the Business Combination Agreement; (b) Effects generally affecting the industries or geographic areas in which DCRN operates; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics and other force majeure events with respect to the COVID-19 pandemic, solely to the extent such Effect first arises after the date of the Business Combination Agreement; (e) any actions taken or not taken by DCRN as required by the Business Combination Agreement or any ancillary agreement, (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of the Business Combination (including the impact thereof on relationships with customers, suppliers, employees or governmental authorities) (provided that this clause (f) will not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the Business Combination Agreement or the consummation of the Business Combination), (g) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (g) will not prevent a determination that any Effect underlying such failure has resulted in a DCRN Material Adverse Effect, or (h) any actions taken, or failure to take action, or such other Effects, in each case, which DCRN has requested in writing or to which it has consented in writing or which actions are contemplated by the Business Combination Agreement, except in the

 

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cases of clauses (a) through (f), to the extent that DCRN is materially disproportionately affected thereby as compared with other participants in the industry or regions in which DCRN operates.

Ownership of NewCo after Closing

Upon consummation of the Business Combination, the Tritium shareholders and the DCRN stockholders will become NewCo shareholders.

The following table illustrates the varying ownership levels of NewCo after the Business Combination under two scenarios: one with no redemptions by DCRN public stockholders and one with maximum redemptions by DCRN public stockholders as of                , 2021 (totals may not add to 100.0% due to rounding):

 

   Assuming
No
Redemptions
   %
Shareholding
   Assuming
Maximum
Redemptions
   %
Shareholding
 

Shares held by former Tritium Shareholders(1)

   120,000,000    69.8    120,000,000    78.4 

Shares held by current DCRN public stockholders(2)

   40,250,000    23.4    21,536,950    14.0 

Shares held by DCRN initial stockholders(3)

   10,062,500    5.9    10,062,500    6.6 

Shares issued to Palantir(4)

   1,500,000    0.9    1,500,000    1.0 
  

 

 

     

 

 

   

Total NewCo Ordinary Shares

   171,812,500      153,099,450   
  

 

 

     

 

 

   

 

 

(1)

Pursuant to the Business Combination Agreement, the aggregate number of NewCo Ordinary Shares issued to the existing Tritium shareholders will equal 120 million.

(2)

Underlying shares of DCRN Class A Common Stock are subject to possible redemption. The maximum redemption scenario is determined based on the assumption that the Minimum Cash Condition of $200 million in the Trust Account is satisfied at Closing (after giving effect to the PIPE Funds, redemption payments and DCRN transaction expenses).

(3)

Shares held by DCRN Sponsor and DCRN’s management and board of directors.

(4)

Shares issued in exchange for $15.0 million of PIPE Funds.

See the section entitled “—Total NewCo Shares to Be Issued in the Business Combination” for more information.

Background of the Business Combination

DCRN is a Delaware corporation formed on December 4, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. DCRN’s business strategy is to identify, acquire and, after the Initial Business Combination, build a company whose principal effort is developing and advancing a platform that decarbonizes the most carbon-intensive sectors, including the energy and agriculture, industrials, transportation and commercial and residential sectors. DCRN’s goal is to build a focused business with multiple competitive advantages that have the potential to improve the target business’s overall value proposition. The ultimate goal of this business strategy is to maximize stockholder value. The proposed Business Combination was the result of an extensive search for a potential transaction utilizing the vast network and industry experience of DCRN’s management team, DCRN Sponsor and its affiliates. The terms of the Business Combination were the result of extensive negotiations between representatives of DCRN, a consortium of Tritium shareholders (the “Consortium”) and Tritium management. The following is a brief description of the background of these negotiations, the Business Combination and related transactions.

 

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On the morning of February 8, 2021, DCRN completed the DCRN IPO of 40,250,000 DCRN units, including 5,250,000 DCRN units that were issued pursuant to the underwriters’ full exercise of their over-allotment option, with each DCRN unit consisting of one share of DCRN Class A Common Stock and one-third of one DCRN warrant, raising gross proceeds of approximately $402.5 million. Simultaneously with the closing of the DCRN IPO, DCRN completed the private sale of 7,366,667 DCRN private placement warrants to DCRN Sponsor and DCRN’s independent directors, generating gross proceeds of approximately $11.05 million.

Prior to the consummation of the DCRN IPO on the morning of February 8, 2021, neither DCRN, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with DCRN.

Following the closing of the DCRN IPO, DCRN representatives commenced a robust search for businesses or assets to acquire for the purpose of consummating DCRN’s Initial Business Combination. In evaluating potential businesses and assets to acquire, DCRN surveyed the landscape of potential acquisition opportunities based on its representatives’ familiarity with relevant industry sectors. Between February 8, 2021 and April 4, 2021, DCRN reviewed potential acquisition alternatives, explored options with the underwriters from the DCRN IPO and contacted or was contacted with respect to 22 Initial Business Combination opportunities. As part of this process, DCRN representatives considered over 25 potential acquisition targets in a wide variety of industry sectors, including targets that were engaged in businesses involving energy sustainability or utilizing technologies that would make a positive impact on the environment. As part of its acquisition strategy, DCRN did not focus its efforts on pursuing potential transactions in competitive or auction situations, but instead focused on bilateral discussions with the key decision makers of the potential targets regarding a potential transaction.

DCRN conducted due diligence and discussions (including by participating in investor presentations) with the senior executives, stockholders or sponsors of, or investment advisors to, all of such Initial Business Combination candidates. Many of these discussions advanced to the point where DCRN executed a confidentiality agreement with the Initial Business Combination candidate. Each such confidentiality agreement was entered into on customary terms and conditions and, among other things, restricted the disclosure of confidential information and limited the rights of a party to use the confidential information except for the purpose of evaluating a possible transaction. None of the confidentiality agreements included a standstill agreement provision that would prevent DCRN from making an offer for the counterparty, or would prevent any party from making an offer for DCRN. Other than Tritium and one other Initial Business Combination candidate, DCRN did not proceed with the Initial Business Combination candidates following initial due diligence, and did not submit formal indications of interest and/or draft letters of intent to any such Initial Business Combination candidates.

In October of 2020, the Consortium engaged Credit Suisse to serve as its strategic advisor in connection with a potential sale transaction. A limited selection of the most likely corporate strategic buyers and SPAC merger partners (the “Potential Acquirers”) were approached to review a potential acquisition opportunity for Tritium. Between October 2020 and February 2021, Tritium executed confidentiality agreements with over 10 Potential Acquirers. Following execution of such confidentiality agreements, such Potential Acquirers were provided with Tritium’s management presentation. Of the Potential Acquirers, six were granted access to the electronic data room containing information about Tritium’s business.

Unrelated to Credit Suisse’s engagement to serve as the Consortium’s strategic advisor, Credit Suisse also served as an underwriter in the DCRN IPO and served as placement agent in the PIPE Financing. An aggregate estimated fee of approximately $20.3 million is expected to be payable by Tritium and DCRN to Credit Suisse, contingent on the completion of the Business Combination, as deferred underwriting fees for the DCRN IPO and for Credit Suisse’s services as placement agent in the PIPE Financing and the Consortium’s strategic advisor.

In December 2020, Robert Tichio, in his capacity as chairman of the board of Decarbonization Plus Acquisition Corporation (“DCRB”) (a special purpose acquisition company formerly sponsored by an affiliate of

 

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DCRN Sponsor), met with Credit Suisse and executives from Tritium about potentially pursuing a business combination between DCRB and Tritium. As permitted by DCRB’s exclusivity agreement with Hyzon Motors Inc. (“Hyzon”), on December 7, 2020, DCRB executed a confidentiality agreement with Tritium and initiated a due diligence review of Tritium. After a series of discussions, DCRB decided not to pursue a transaction with Tritium due to the progression of its negotiations with Hyzon regarding a business combination and the benefits expected to be provided by the Hyzon business combination. However, in February 2021, following DCRB’s receipt of a proposal from Hyzon regarding an additional earnout for the Hyzon stockholders, and due to the related uncertainty surrounding DCRB’s negotiations with Hyzon, DCRB resumed discussions with Tritium regarding a potential business combination between DCRB and Tritium. On January 29, 2021, DCRB’s exclusivity agreement with Hyzon terminated and, on February 4, 2021, DCRB delivered a non-binding indication of interest to Tritium, which contemplated a preliminary valuation of Tritium of $1,200 million, a $275 million PIPE Financing and up to $200 million of cash consideration for the Tritium shareholders.

Due to the benefits expected to be provided by the Hyzon business combination, the advanced stage of negotiations with Hyzon, and other reasons, the board of directors of DCRB ultimately reaffirmed its decision to pursue the business combination with Hyzon over the other potential targets (including Tritium) at a meeting of the board of directors of DCRB on February 8, 2021. DCRB subsequently entered into a business combination transaction with Hyzon on February 8, 2021, which closed on July 16, 2021. In connection with the consummation of such business combination, Mr. Tichio and the other officers and directors of DCRB (other than Mr. Anderson) resigned from their respective positions as officers or directors of DCRB.

Following the closing of the DCRN IPO, on February 8, 2021, Robert Tichio, in his capacity as chairman of the board of DCRN, and John Staudinger, an affiliate of DCRN Sponsor, participated in a conference call with representatives of Credit Suisse regarding a possible transaction between DCRN and Tritium. No other representatives of DCRN, Credit Suisse or Tritium participated in this call. DCRN reviewed Tritium’s management presentation, including an overview of Tritium’s business and financial model, comparison against peer companies and information regarding Tritium’s customers, existing and planned facility developments, products and technologies.

That evening, DCRN contacted and retained Vinson & Elkins L.L.P. (“Vinson & Elkins”) to advise DCRN on a possible Initial Business Combination with Tritium. Vinson & Elkins assisted DCRN in drafting a non-binding indication of interest (the “IOI”). The IOI contemplated a preliminary valuation of Tritium of $1,200 million, a $200 – 250 million PIPE Financing and up to $200 million of cash consideration for the Tritium shareholders. DCRN adopted the same financial terms that were proposed by DCRB in its non-binding indication of interest delivered to Tritium on February 4, 2021. DCRN also engaged the same third parties, including Vinson & Elkins, in connection with preparation of the IOI that DCRB engaged in connection with preparation of the non-binding indication of interest that DCRB delivered to Tritium on February 4, 2021.

DCRN delivered the IOI to Tritium on the evening of February 8, 2021.

On February 9, 2021, DCRN was granted access to an electronic data room containing information relating to Tritium. Over the next few days, Credit Suisse and members of Tritium management provided DCRN with responses to certain diligence questions raised by Mr. Tichio and Mr. Staudinger, including with respect to technology, business development, organizational structure and capital spending plans, and provided an overview of Tritium’s business and current operations.

During this time, DCRN also engaged a leading management consulting firm to assist DCRN in its due diligence investigation of Tritium as well as the DC fast charging industry. The firm assessed, among other things, the DC fast charging industry; Tritium’s business plan, total addressable market and potential adjacencies; the perspective of Tritium’s customers and Tritium’s sales strategy; Tritium’s competitive positioning and Tritium’s readiness and potential risks.

 

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On February 12, 2021, Vontier was provided an “Offer to Fortive” notice with respect to Fortive’s matching rights under the Shareholder’s Deed by representatives of the Consortium and certain other shareholders of Tritium (together the “Offering Shareholders”) in connection with Vontier’s rights to price match any third party offer for, or third party valuation of, Tritium shares.

On February 15, 2021, DCRN contacted and retained Clifford Chance LLP (“Clifford Chance”) to serve as Australian and Dutch legal counsel to DCRN in connection with the possible Initial Business Combination with Tritium.

On February 16, 2021, DCRN delivered a draft non-binding letter of intent (the “LOI”) to Tritium. The LOI contemplated, among other things, (i) a $1,200 million valuation of Tritium, with up to $250 million of the consideration payable in cash, (ii) a PIPE Financing of at least $250 million, (iii) a 6-month lock-up for the existing Tritium shareholders, (iv) no minimum cash condition, (v) a customary confidentiality agreement and (vi) a two-month exclusivity period.

On February 23, 2021, Latham & Watkins LLP, U.S. legal counsel to Tritium (“Latham”), delivered a revised draft of the LOI to Vinson & Elkins on behalf of Tritium. The revised LOI provided for (i) up to $180 million of the consideration to be payable in cash, (ii) a PIPE Financing of at least $180 million, (iii) the Sponsor Support Agreement, (iv) a new equity incentive plan with an award pool of up to 10% of the combined company’s fully-diluted outstanding stock immediately after the Closing and a 3% evergreen, (v) an employee stock purchase program with a reserved pool equal to 1% of the combined company’s fully-diluted stock immediately after the Closing and a 1% evergreen, (vi) a minimum cash condition of $425 million, (vii) no material adverse effect closing condition, (viii) a cap on DCRN’s transaction expenses, (ix) a restriction on the DCRN Board’s ability to change its recommendation to the DCRN stockholders with respect to the Business Combination and (x) and a 40-day exclusivity period.

Over the next two weeks, DCRN and Tritium exchanged drafts of the LOI and negotiated several terms, including (i) the expected size of the PIPE Financing, (ii) the ability of the DCRN Board to change its recommendation to the DCRN stockholders with respect to the Business Combination, (iii) the expected terms of the new equity incentive plan and employee stock purchase program, (iv) the contemplated closing conditions, (v) caps on the transaction expenses of each of DCRN and Tritium, (vi) the contemplated structure for the Business Combination and (vii) the exclusivity period.

On March 5, 2021, DCRN and Tritium executed the LOI, which (a) contemplated (i) a $250 million PIPE Financing, (ii) no caps on the transaction expenses of DCRN and Tritium, and (iii) a $425 million minimum cash condition and a customary no material adverse effect closing condition and (b) included (i) a binding confidentiality agreement between DCRN and Tritium and (ii) a binding six-week exclusivity period that DCRN, in its sole discretion, could elect to terminate if Vontier did not waive its rights to acquire securities of Tritium under the Shareholder’s Deed by the earlier of (a) immediately prior to the initiation of wall crossing investors in connection with the PIPE Financing and (b) March 15, 2021. Mr. Tichio kept the DCRN Board apprised of this and other developments relating to the potential Business Combination with Tritium.

On March 8, 2021, the board of directors of DCRB waived any interest or expectancy of DCRB in, or in being offered an opportunity to participate in, any transaction with Tritium, and DCRN agreed to assume all costs and expenses incurred by DCRB in connection with its consideration of a proposed transaction with Tritium. No costs or expenses were incurred by DCRB in connection with its consideration of a proposed transaction with Tritium.

From March 5, 2021 to May 25, 2021, DCRN’s representatives and advisors, including its legal, accounting, tax and technical advisors, performed an extensive due diligence investigation of the materials included in the electronic data room, including a review of Tritium’s material contracts and facilities, and intellectual property, financial, tax, legal insurance and accounting due diligence. DCRN’s representatives and advisors also

 

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participated in several calls with representatives of Tritium in connection with their due diligence review, including with respect to intellectual property and regulatory matters.

During this time, representatives of DCRN and Tritium and their advisors prepared an investor presentation, relating to Tritium and its business, which included certain management projections for Tritium (as described in the section entitled “The Business Combination—Unaudited Prospective Financial Information”), as well as a pro forma capitalization table of the post-combination company as of the Closing. Tritium was also engaged in negotiations with Gilbarco (an affiliate of Vontier, a Tritium shareholder), which had commenced on February 2, 2021, regarding an Amended and Restated Exclusive Partnership & Distribution Agreement (the “Gilbarco Agreement”), pursuant to which, among other things, the term of such agreement was to be extended. Vontier had indicated that it would be willing to waive its rights to acquire securities of Tritium under the Shareholder’s Deed upon, among other things, agreement with respect to the Gilbarco Agreement.

On March 21, 2021, Vinson & Elkins delivered an initial draft of the Business Combination Agreement to Latham.

On March 30, 2021, DCRN engaged Citigroup Global Markets Inc. (“Citi”) and J.P. Morgan Securities LLC (“JPM”) as financial advisors in connection with the Business Combination pursuant to separate engagement letters, effective in the case of JPM as of February 15, 2021.

On March 31, 2021, the DCRN Board held a special meeting by video conference. Also in attendance were members of DCRN management and representatives of Citi and JPM. During this meeting, representatives of Citi and JPM, together with DCRN management, provided to the DCRN Board an overview of the proposed transaction, including an overview of the EV charging market, the current status of the equity markets and the proposed transaction timeline.

On April 1, 2021, negotiations began between Tritium and Gilbarco on a term sheet for a manufacturing agreement to be entered into between the parties (in addition to the Gilbarco Agreement). These negotiations ceased later in April without reaching an agreement on either the Gilbarco Agreement or the manufacturing agreement.

On April 4, 2021, DCRN and Tritium entered into an amendment to the LOI to (i) extend the exclusivity period to April 23, 2021 and eliminate DCRN’s ability to terminate the exclusivity period if Vontier did not waive its rights to acquire securities of Tritium under the Shareholder’s Deed and (ii) provide that the contemplated minimum cash condition (net of any cash consideration paid to Tritium shareholders) may be reduced to $250 million to cause the amount of such cash consideration to represent at least 30% of the sum of the Trust Account and the PIPE Financing.

On April 5, 2021, DCRN engaged Credit Suisse, Citi and JPM to serve as placement agents for the PIPE Financing.

Also on April 5, 2021, a meeting was held between representatives of Vontier and the Consortium in connection with Vontier’s rights to price match any third party offer for, or third party valuation of, Tritium shares. As part of the price match negotiation process, Vontier began a due diligence process with the cooperation of Tritium, which included access to Tritium management, which lasted until April 29, 2021.

Beginning on April 12, 2021 and over the next six weeks, Credit Suisse, Citi and JPM facilitated telephonic and video conferences with a number of prospective investors in the PIPE Financing. A number of the prospective investors participated in discussions with DCRN and Tritium representatives and were provided the investor presentation as well as access to an electronic data room containing supporting information. A draft of a subscription agreement prepared by Vinson & Elkins was shared with prospective investors and representatives of Vinson & Elkins and Latham addressed and negotiated comments to the subscription agreement from the various interested investors. On May 19, 2021, DCRN and Tritium determined not to enter into any subscription agreements with interested investors prior to the announcement of the Business Combination.

 

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On April 12, 2021, Latham delivered a revised draft of the Business Combination Agreement to Vinson & Elkins. Throughout the following six weeks, Vinson & Elkins and Latham exchanged several drafts of the Business Combination Agreement to reflect changes to the terms of the Business Combination, including with respect to the PIPE Financing and the form of consideration payable to the Tritium shareholders, and to resolve issues raised by DCRN and Tritium, which focused principally on (i) the scope of certain representations and warranties and interim covenants of Tritium, (ii) certain indemnification rights of DCRN Sponsor, (iii) the treatment of Tritium’s loan funded share plan, (iv) the size of the minimum cash condition, (v) Vontier’s rights to acquire securities of Tritium under the Shareholder’s Deed and Tritium’s obligations and the closing conditions and termination rights and fees related thereto and (vi) the circumstances under which the DCRN Board would be permitted under the Business Combination Agreement to change its recommendation to the DCRN stockholders with respect to the Business Combination, including a revised draft that was delivered by Vinson & Elkins to Latham on April 15, 2021 and several revised drafts delivered between Latham and Vinson & Elkins between May 3, 2021 and May 25, 2021.

On April 29, 2021, DCRN and Tritium entered into an amendment to the LOI to extend the exclusivity period to May 28, 2021.

Also on April 29, 2021, the “Final Offer to Fortive” notice with respect to Vontier’s price matching rights was given to Vontier by the Offering Shareholders pursuant to the terms of the Shareholder’s Deed.

On April 30, 2021, Vinson & Elkins delivered initial drafts of the Registration Rights Agreement and the Lock-Up Agreement to Latham.

On May 4, 2021, Clifford Chance delivered an initial draft of the Share Transfer Agreement to Corrs Chambers Westgarth, Australian counsel to Tritium (“Corrs”), and Latham.

On May 6, 2021, Vontier rejected the “Final Offer to Fortive” with respect to Vontier’s price matching rights under the Shareholder’s Deed. At the same time, Vontier’s nominee director of Tritium submitted an information request to Tritium regarding the sale process. Over the course of the next two and a half weeks Tritium made progressively available the applicable materials to Vontier’s nominee director via an electronic data room.

On May 7, 2021, Latham delivered an initial draft of the Sponsor Support Agreement to Vinson & Elkins, and Corrs delivered initial drafts of the Commitment Agreement and the NewCo Constitution to Vinson & Elkins and Clifford Chance. On the same day, Corrs delivered a revised draft of the Share Transfer Agreement to Vinson & Elkins and Clifford Chance.

On May 11, 2021, Latham delivered revised drafts of the Registration Rights Agreement and the Lock-Up Agreement to Vinson & Elkins.

Over the next several weeks, Vinson & Elkins, Clifford Chance, Corrs and Latham exchanged drafts of the Registration Rights Agreement, the Lock-Up Agreement, the Share Transfer Agreement, the Sponsor Support Agreement, the Commitment Agreement and the NewCo Constitution and the other exhibits and ancillary documents to the Business Combination Agreement.

On May 23, 2021, Latham delivered an initial draft of the Termination Fee Side Letter prepared by the Consortium to Vinson & Elkins. Over the next few days, representatives of DCRN and the Consortium exchanged drafts of the Termination Fee Side Letter and participated in conference calls to resolve issues raised by DCRN and the Consortium with respect to the Termination Fee Side Letter, which focused principally on the circumstances and conditions under which the Consortium would be liable for a termination fee.

On May 24, 2021, the DCRN Board held a special meeting by video conference. Also in attendance were members of DCRN management, and representatives of DCRN Sponsor, Vinson & Elkins and Clifford Chance.

 

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During this meeting, Vinson & Elkins provided to the DCRN Board a review of fiduciary duties under Delaware law in the context of consideration of the proposed Business Combination. Vinson & Elkins also reviewed with the DCRN Board the scope of the due diligence review and the terms of the Business Combination, including the Business Combination Agreement and the other definitive agreements, copies of all of which were provided to the DCRN Board in advance of the meeting. Clifford Chance and Vinson & Elkins also provided to the DCRN Board a review of the terms of the Shareholders’ Deed, Vontier’s rights thereunder and the deal protections related thereto included in the Business Combination Agreement, the Termination Fee Side Letter and the other definitive agreements.

On May 25, 2021, the DCRN Board held a special meeting by video conference. Also in attendance were members of DCRN management, and representatives of DCRN Sponsor and Vinson & Elkins. After considerable review of the information presented to the DCRN Board, the DCRN Board unanimously approved the Business Combination Agreement and the other transaction documents related thereto by written consent. The written consent of the DCRN Board also authorized payment of all fees and expenses incurred by DCRN in connection with the transaction, including the assumption of costs incurred by DCRB in connection with its consideration of a proposed transaction with Tritium.

The DCRN Board’s decision to ultimately pursue the Business Combination with Tritium over other potential targets was generally the result of, but not limited to, one or more of the following factors:

 

  

the other potential acquisitions did not fully meet the investment criteria of DCRN, which included, among other things, candidates that are at an inflection point, exhibit a need for capital to achieve the company’s growth strategy and would benefit from DCRN management’s transactional, financial, managerial and investment experience; and

 

  

the determination of DCRN’s management and DCRN Sponsor that Tritium was of superior quality to the other potential acquisitions after taking into consideration the following:

 

  

Tritium’s value to investors as an industry leader for DC fast charging development and manufacturing;

 

  

Tritium’s innovative and competitive DC fast charging designs;

 

  

Tritium’s demonstrated ability to manufacture and sell DC fast charging stations, including the fact that Tritium had already deployed more than 4,500 charging stations; and

 

  

a difference in valuation expectations between DCRN and the senior executives or stockholders of the other potential targets.

On May 25, 2021 Eastern Time, the Tritium board of directors approved the Business Combination Agreement and the transactions contemplated thereby.

On May 25, 2021, the parties executed the Business Combination Agreement.

Before the market opened on May 26, 2021, DCRN and Tritium announced the Business Combination together with the execution of the Business Combination Agreement.

On July 27, 2021, DCRN, NewCo and Palantir entered into the Subscription Agreement, pursuant to which Palantir agreed to subscribe for and purchase, and NewCo agreed to issue and sell to Palantir, 1,500,000 PIPE Shares for a purchase price of $10.00 per share, for an aggregate purchase price of $15.0 million.

On August 1, 2021, DCRN, Tritium, NewCo and Vontier entered into a Release Deed (the “Vontier Release”), pursuant to which Vontier agreed to waive all of its rights under clause 19 of the Shareholders’ Deed (regarding its call option right to purchase Tritium at a market value set by a formal third-party valuation). In addition, Vontier agreed to execute and deliver the Share Transfer Agreement upon this Registration Statement becoming effective and execute a Lock-Up Agreement (as defined below) prior to Closing.

 

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DCRN Board’s Consideration of and Reasons for Approving the Business Combination

The DCRN Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the DCRN Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The DCRN Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual members of the DCRN Board may have given different weight to different factors. This explanation of the reasons for the DCRN Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the DCRN Board reviewed the results of the due diligence conducted by DCRN’s management and DCRN’s advisors, which included:

 

  

meetings and calls with Tritium management and advisors regarding business model, operations and forecasts;

 

  

study of analyst reports and market trends in the EV charging industry, which showed that the public and private sector is focused on reducing greenhouse gas emissions, commercial transportation is a critical and primary contributor to greenhouse gas emissions, there is a growing demand for EVs and, as the evolution of EVs continues to advance, charging infrastructure (and DC fast charging, in particular) will be critical for global adoption and will continue to expand;

 

  

review of material contracts;

 

  

review of intellectual property matters;

 

  

review of commercial, financial, tax, legal and accounting due diligence;

 

  

consultation with Tritium’s management and DCRN’s legal and financial advisors and industry experts, including its advisor that assisted in evaluating the overall electrified vehicle market and of the addressable market for Tritium’s products;

 

  

financial projections prepared by Tritium’s management team; and

 

  

the financial statements of Tritium.

DCRN’s management and DCRN’s advisors also reviewed 13 comparable companies, which included three public companies (Alfen, Blink Charging and Fastned) (the “Public Comps”), five companies that completed transactions with a SPAC (Volta Charging, EVgo, EVBox, Nuvve and ChargePoint) (the “De-SPACs”) and five diversified electrical equipment companies (ABB Group, Schneider Electric, Siemens, Eaton and Delta) (the “OEMs” and, together with the Public Comps and the De-SPACs, the “Comparable Companies”). The Public Comps and the De-SPACs were selected for review because they are leading mobility technology peers focused on the charging infrastructure space. These companies have disruptive growth business and financial profiles, comparable to Tritium, and they benefit from the same fundamental trends of growing EV penetration and charging buildout. The OEMs were selected for review because they are leading manufacturing peers with experience in the charging infrastructure space.

 

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DCRN’s management and DCRN’s advisors reviewed the revenue growth, margins, time to achieve positive free cash flow, business models and relative valuation of the Comparable Companies, which showed that Tritium compares favorably to the Comparable Companies on balance. Based on market data as of May 21, 2021, the public trading market valuations of Comparable Companies have expected enterprise value/revenue and enterprise value/EBITDA multiples as follows:

 

LOGO

The DCRN Board believes that these multiples compare favorably to an initial market valuation of the post-Business Combination company reflected in the terms of the Business Combination Agreement corresponding to projected enterprise value/revenue multiples of 1.4x and 0.9x, in 2025 and 2026, respectively, and projected enterprise value/EBITDA multiples of 6.4x and 4.0x, in 2025 and 2026, respectively. While Tritium’s projected performance metrics used to derive the initial market valuation multiples of the post-Business Combination company reflected in the terms of the Business Combination are based on forecast periods 0 to 4 years beyond some of the Comparable Companies’ metrics, the DCRN Board believes that the implied valuation discount is such that even applying conservative discount rate assumptions to arrive at a present value for the post-Business Combination company results in a favorable comparison. For example, when applying a conservative 2026 enterprise value/EBITDA multiple of 14-16x to Tritium’s 2026 projected EBITDA, the initial market valuation of the post-Business Combination company implies an approximate 20% annual discount rate from 2021 to 2025. Since Tritium’s business is not expected to achieve scale until 2026, the DCRN Board believes this present value methodology is the most reasonable method of comparison. Although this analysis is based on the current Tritium projections, the valuation multiples decline each year as a result of the high growth projected for Tritium’s business.

Each of the five De-SPACs completed a transaction with a SPAC, so DCRN’s management and DCRN’s advisors also reviewed the terms of these transactions (the “Comparable Transactions”). Looking at both trading and transaction multiples for the Comparable Transactions, as shown in the charts above, the DCRN Board determined that the valuation attributed to Tritium is attractive as compared to the Comparable Transactions.

In approving the Business Combination, the DCRN Board determined not to obtain a fairness opinion. The officers and directors of DCRN have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

 

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The factors considered by the DCRN Board include, but were not limited to, the following:

 

  

Competitive and Innovative Design. The DCRN Board considered Tritium’s innovative and competitive DC fast charging designs.

 

  

Value to Equity Investors. The DCRN Board considered Tritium’s value to investors, determining that Tritium is an industry leader for DC fast charging development and manufacturing.

 

  

Revenue Potential. The DCRN Board considered that Tritium had already deployed more than 4,500 charging stations.

 

  

Manufacturing Capabilities. The DCRN Board considered Tritium’s demonstrated ability to manufacture DC fast charging products.

 

  

Due Diligence. The results of DCRN’s due diligence investigation of Tritium conducted by DCRN’s management team and its financial and legal advisors.

 

  

Terms of the Business Combination Agreement. The DCRN Board reviewed the financial and other terms of the Business Combination Agreement and determined that they were the product of arm’s-length negotiations among the parties.

 

  

Independent Director Role. DCRN’s independent directors took an active role in guiding DCRN management as DCRN evaluated and negotiated the proposed terms of the Business Combination. The independent directors actively participated in the meetings of the DCRN Board, including asking questions of DCRN’s management and advisors about the proposed terms of the Business Combination and the related risks. They also actively participated in discussions among the DCRN Board about the terms of the Shareholders’ Deed, Vontier’s rights thereunder and the deal protections related thereto included in the Business Combination Agreement, the Termination Fee Side Letter and the other definitive agreements. They also reviewed and considered the interests that the officers and directors of DCRN may have in the Business Combination as individuals that are in addition to, and that may be different from, the interests of DCRN stockholders. Following an active and detailed evaluation, the DCRN Board’s independent directors unanimously approved, as members of the DCRN Board, the Business Combination Agreement and the Business Combination.

 

  

Stockholder Approval. The DCRN Board considered the fact that, in connection with the Business Combination, DCRN stockholders have the option to (i) remain stockholders of the combined company, (ii) sell their shares on the open market or (iii) redeem their shares for the per share amount held in the Trust Account pursuant to the terms of the DCRN Charter.

 

  

Other Alternatives. The DCRN Board believes, after a thorough review of other Initial Business Combination opportunities reasonably available to DCRN, that the Business Combination represents the best potential Initial Business Combination for DCRN and the most attractive opportunity for DCRN based upon the process utilized to evaluate and assess other potential Initial Business Combination targets. The DCRN Board believes that such process has not presented a better alternative.

In addition, the DCRN Board determined that the Business Combination satisfies the investment criteria that the DCRN Board identified in connection with the DCRN IPO. For more information, see the section entitled “The Business Combination—Background of the Business Combination.”

In the course of its deliberations, the DCRN Board also considered a variety of uncertainties, risks and other potentially negative factors relevant to the Business Combination, including the following:

 

  

Developmental Stage Company Risk. The risk that Tritium is a growth-stage company, with a history of financial losses and expects to incur significant expenses and continuing losses for the near term. It is difficult, if not impossible, to forecast Tritium’s future results, and Tritium has limited insight into trends that may emerge and affect Tritium’s business.

 

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Business Plan Risk. The risk that Tritium may be unable to execute on its business model, which would have a material adverse effect on Tritium’s operating results and business, would harm Tritium’s reputation and could result in substantial liabilities that exceed its resources.

 

  

Customer Risk. The risk that Tritium may not be able to attract new customers for its products.

 

  

Financing Risk. The risk that Tritium may be unable to achieve sufficient sales or otherwise raise the necessary capital to implement its business plan and strategy. If Tritium needs to raise additional funds, the risk that these funds may not be available on terms favorable to Tritium or Tritium’s stockholders, or at all when needed.

 

  

Competitive Risk. The risk that Tritium faces significant competition and that its competitors may develop competing technologies more efficient or effective than Tritium’s.

 

  

Supplier Risk. The risk that Tritium may not be able to attain the supplies and manufacturing tools for its DC fast charging products. If Tritium is unable to enter into commercial agreements with its current suppliers or its replacement suppliers on favorable terms, or if these suppliers experience difficulties meeting Tritium’s requirements, the development and commercial progression of its DC fast charging products and related technologies may be delayed.

 

  

Intellectual Property Risk. The risk that Tritium may not have adequate intellectual property rights to carry out its business, may need to defend itself against patent, copyright, trademark, trade secret or other intellectual property infringement or misappropriation claims, and may need to enforce its intellectual property rights from unauthorized use by third parties.

 

  

Regulatory Risk. The risks that are associated with Tritium operating in the highly-regulated DC fast charging industry. Failure to comply with regulations or laws could subject Tritium to significant regulatory risk, including the risk of litigation, regulatory actions and compliance issues that could subject Tritium to significant fines, penalties, judgments, remediation costs, negative publicity and requirements resulting in increased expenses.

 

  

Public Company Risk. The risks that are associated with being a publicly traded company that is in its early, developmental stage.

 

  

Benefits May Not Be Achieved Risk. The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

 

  

Redemption Risk. The risk that a significant number of DCRN stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the DCRN Charter, which would potentially make the Business Combination more difficult to complete, reduce the amount of cash available to the combined company to execute its business plan following the Closing, or cause DCRN to not satisfy the Minimum Cash Condition.

 

  

Stockholder Vote Risk. The risk that DCRN’s stockholders may fail to provide the votes necessary to effect the Business Combination.

 

  

Litigation Risk. The risk of the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

 

  

Closing Risk. The risk that the Closing might not occur in a timely manner or that the Closing might not occur at all, despite DCRN’s efforts.

 

  

Closing Conditions Risk. The risk that completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within DCRN’s control. In particular, at the time of execution of the Business Combination Agreement, the Vontier Release had not yet been obtained.

 

  

Minority Position. The risk that DCRN’s stockholders will hold a minority position in the combined company.

 

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No Third-Party Valuation Risk. The risk that DCRN did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

 

  

Fees, Expenses and Time Risk. The risk of incurring significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination.

 

  

Other Risks. Various other risk factors associated with Tritium’s business, as described in the section entitled “Risk Factors.”

In addition to considering the factors described above, the DCRN Board also considered that the officers and directors of DCRN may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of DCRN’s stockholders. DCRN’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the DCRN Board, the Business Combination Agreement and the Business Combination. For more information, see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination.”

The DCRN Board concluded that the potential benefits that it expects DCRN and its stockholders to achieve as a result of the Business Combination outweigh the potentially negative factors associated with the Business Combination. Accordingly, the DCRN Board, based on its consideration of the specific factors listed above, unanimously (a) determined that the Business Combination and the other transactions contemplated by the Business Combination Agreement are fair to, and in the best interests of, DCRN’s stockholders, (b) approved, adopted and declared advisable the Business Combination Agreement and the transactions contemplated thereby and (c) recommended that the stockholders of DCRN approve each of the Proposals.

The above discussion of the material factors considered by the DCRN Board is not intended to be exhaustive but does set forth the principal factors considered by the DCRN Board.

Satisfaction of 80% Test

It is a requirement under the DCRN Charter and NASDAQ listing requirements that the business or assets acquired in an Initial Business Combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for an Initial Business Combination. In connection with its evaluation and approval of the Business Combination, the DCRN Board determined that the fair market value of Tritium is $1.2 billion, based on, among other things, comparable company EBITDA multiples and revenue multiples.

Unaudited Prospective Financial Information

Tritium provided DCRN with its internally prepared forecasts for each of the years in the six-year period ending December 31, 2026. DCRN management reviewed the forecasts and presented key elements of the forecasts to the DCRN Board as part of the DCRN Board’s review and subsequent approval of the Business Combination. Tritium and DCRN do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of future performance, revenue, financial condition or other results. However, in connection with the proposed Business Combination, management of DCRN used the financial forecasts set forth below as part of its comprehensive analysis. The forecasts were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. However, in the view of Tritium’s management, the forecasts were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Tritium.

 

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The forecasts include EBITDA and EBITDA Margin, which are non-GAAP financial measures. Due to the forward-looking nature of these projections, specific quantifications of the amounts that would be required to reconcile such projections to U.S. GAAP measures are not available, and DCRN management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-GAAP financial measures as used by DCRN management may not be comparable to similarly titled measures used by other companies.

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that DCRN, Tritium, their respective directors, officers or advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or stockholders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the projections in making a decision regarding the Business Combination, as the projections may be materially different than actual results in future periods. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Tritium’s business, all of which are difficult to predict and many of which are beyond Tritium’s and DCRN’s control. The financial projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Tritium’s and DCRN’s control. The various risks and uncertainties include those set forth in the sections entitled “Risk Factors,” “Tritium Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus because they were made available to DCRN and the DCRN Board in connection with their review of the proposed Business Combination.

The projections included in the document have been prepared by, and are the responsibility of, Tritium’s management. None of WithumSmith+Brown, PC, DCRN’s independent registered public accounting firm, or PricewaterhouseCoopers, Tritium’s independent registered public accounting firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information presented herein, and, accordingly, WithumSmith+Brown, PC and PricewaterhouseCoopers express no opinion and do not provide any other form of assurance with respect thereto. The PricewaterhouseCoopers report included in this proxy statement/prospectus relates solely to the historical audited financial statements of Tritium. It does not extend to the projections and should not be read as if it does.

The assumptions underlying the projected financial information were developed, in part, based upon internal analyses as well as Tritium’s review of third-party reports covering the projected total addressable market (“TAM”) and forecasted charging infrastructure statistics, including projected growth in the EV charging sector and in EV adoption generally. For example, the 2021 version of the Bloomberg New Energy Finance (“BNEF”) Electric Vehicle Outlook estimates that approximately 66 million passenger EVs will be sold globally in 2040, up from approximately 3.1 million sold in 2020. Tritium’s future growth is directly tied to the continued acceptance of passenger and commercial EVs sold, which it believes drives the demand for charging products and infrastructure. Tritium believes the EV market is at an inflection point and is experiencing substantial growth.

 

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The financial projections below were not prepared solely on the basis of Tritium’s historical trends; rather, such projections assume growth of the business in excess of such historical operating trends. In order to attain the projected results for the forecasted periods, particularly in outer years, Tritium’s projections assume a global acceleration in the trends of EV adoption, which is subject to a high degree of risk and uncertainty due to a variety of factors that could cause actual results to differ from those expressed in such estimates. Additionally, the longer term projected financial information, including projections beyond 2023, includes assumptions about, among other things:

 

  

Tritium’s ability to maintain its current market share in major DC charger markets;

 

  

expected downward pressure on hardware prices as emerging technologies used in Tritium’s products are brought to scale, which Tritium’s management estimated could reduce Tritium’s cost to produce its products by up to 50% over the forecasted period;

 

  

the growth of existing markets in response to existing and future support from government policies;

 

  

the development of new markets for Tritium’s products, such as the market for lower powered chargers as more residential and commercial consumers seek DC fast charging solutions, and Tritium’s ability to develop, manufacture and sell products in those markets, which Tritium’s management expects to generate new opportunities to sell Tritium products;

 

  

Tritium’s ability to develop and manufacture the products on its hardware and software technology roadmaps on or close to the forecasted dates, which Tritium’s management has assumed in the projections; and

 

  

Tritium’s ability to secure large customer orders from major new or existing customers, including major charging network operators, which Tritium’s management believes will contribute to revenue growth.

Additionally, the projections factored in Tritium’s hardware technology roadmap, which is designed to expand using its modular scalable charging (“MSC”) architecture that Tritium’s management expects to contribute to improved margins due to a reduction in components across product lines and within each product, as well as reduced takt times. This roadmap includes indicative timelines for internal projects that aim to deliver continual improvement in the form of cost reductions over time. Further, the technology roadmap assumes the growth of software from 0% of Tritium’s total revenue for calendar year 2020 to approximately 10% for calendar year 2026 and the growth of services revenue from approximately 4% of Tritium’s total revenue for calendar year 2020 to approximately 17% for calendar year 2026, which Tritium believes will contribute to revenue growth.

In preparing the projected financial information, Tritium utilized a baseline projected TAM for DC fast charging hardware at approximately $12 billion for the period between 2022 and 2026 from a market analysis prepared by BNEF. Tritium compared this projected TAM to a variety of third-party sources, including other BNEF reports, as well as IDTechEx and Guidehouse research reports. The projected TAM was revised based on Tritium’s market knowledge and changed to accommodate industry trends and new product segments such as low power DC charging, which were not considered by market analysts. These revisions were combined with industry growth rates and Tritium’s historical growth rates to project future sales. In its analysis, BNEF reported that the Non-China DC fast charging hardware sales grew at a 28% compound annual growth rate for the calendar year ended December 31, 2017 through the calendar year ended December 31, 2020. Tritium’s revenue in the same period grew at a 57% compound annual growth rate. Tritium’s projected cost trajectories and pricing were also compared to external research reports. Although Tritium developed forecasts based on management’s view of the industry, Tritium compared its overall market share projections to the BNEF forecast and determined that they were reasonable. Tritium’s management assumed Tritium would be able to maintain a market share in the DC fast charging hardware market of approximately 16% of the projected TAM from BNEF, which is commensurate with its current market share in Europe and the United States, and significantly less than its current market share in Australia and New Zealand. Finally, the assumed growth rates underlying the forecasts

 

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were also informed in part by historical trends and operational developments observed at the time the forecasts were compiled, including (i) growth in Tritium’s revenue and sales pipeline, (ii) an increase in planned investment in manufacturing capabilities and (iii) the development of new product segments not foreseen by market analysts. Based on these factors and subject to the assumptions detailed above, Tritium’s management concluded that the assumed growth in the below forecasts was reasonable.

The key elements of the forecasts provided by management of DCRN to the DCRN Board in connection with its approval of the Business Combination are summarized in the tables below:

Key Financial Metrics

 

   Forecast 
   Year Ended December 31, 
   2021E(5)  2022E  2023E   2024E   2025E   2026E 
   (dollars in millions) 

EBITDA(1)

  ($38 ($18 $71   $137   $221   $348 

EBITDA Margin(2)

   (45%)   (11%)   20   23   23   23

Revenue

  $84  $170  $359   $603   $982   $1,522 

Gross Profit(3)

  $8  $46  $162   $283   $432   $654 

Free Cash Flow(4)

  $(44 $(24 $65   $131   $196   $306 

 

(1)

Tritium defines EBITDA as net loss before interest income or expense, income tax expense or benefit, and depreciation and amortization. EBITDA is not a financial measure prepared in accordance with U.S. GAAP and should not be considered a substitute for net loss prepared in accordance with U.S. GAAP.

(2)

Tritium defines EBITDA Margin as EBITDA, divided by total revenue, for the period presented. EBITDA Margin is not a financial measure prepared in accordance with U.S. GAAP and should not be considered a substitute for operating margin prepared in accordance with U.S. GAAP.

(3)

For the purpose of projections, Tritium defines Gross Profit as Revenue less cost of goods sold which includes depreciation and amortization related to assets used in production. Historically, Tritium has not allocated depreciation and amortization in its measure of “Segment Gross Profit” for the purpose of Tritium Management’s Discussion and Analysis of Results of Operations and Financial Condition included elsewhere in this proxy statement/prospectus. As such, projected Gross Profit is not comparable to Segment Gross Profit as reported in Tritium Management’s Discussion and Analysis of Results of Operations and Financial Condition.

(4)

Free Cash Flow is defined as EBITDA less Capital Expenditures and change in Net Working Capital. EBITDA is not a financial measure prepared in accordance with U.S. GAAP and should not be considered a substitute for net loss prepared in accordance with U.S. GAAP.

(5)

On September 22, 2021, Tritium decided to send all remaining European orders by air instead of sea in order to mitigate potential shipping delays. On September 23, 2021, Tritium became aware of significant delays at the ports of Los Angeles and Long Beach, with nearly 100 ships at anchor or in drift areas awaiting berth space. As a result, Tritium decided to send one final shipping container in October and all remaining U.S. orders after that by air. Tritium cannot assure you that delays in shipping from Australia to the United States and/or other major ports in Europe or Asia will not decrease Tritium’s revenue for the calendar year ending December 31, 2021, or that actions taken to mitigate delays, such as Tritium delivering its chargers by air rather than by sea from late September, will not increase Tritium’s costs of goods sold or adversely affect Tritium’s Gross Profit, EBITDA and Free Cash Flow for the calendar year ending December 31, 2021. The decision to use air freight to fulfill Tritium’s European orders since September 22, 2021 and its U.S. orders since October 3, 2021 is expected to increase Tritium’s freight costs and decrease Tritium’s gross margin and may adversely affect its operating results. Tritium is not yet able to accurately quantify the full effect of the decision to use air freight.

 

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Projected revenue is based on (A) operational assumptions, including (i) the number and type of Tritium’s chargers and associated software to be produced, sold, serviced and upgraded, (ii) the average price of Tritium’s chargers and (iii) the number of software subscriptions and service-level agreements and extended warranties and parts, and (B) projections and assumptions about industry trends, such as (i) a projected increase in the number of EVs, (ii) the rollout of publicly accessible DC fast chargers and (iii) Tritium’s ability to respond to such trends. Projected gross profit is driven by expected material costs, production overheads, software development costs and the costs of servicing Tritium’s customers via service agents.

Other key assumptions impacting projections include headcount, critical assumptions underlying Tritium’s projected unit economics, including the revenue generated on an individual charger basis, the production rate of Tritium’s factories and the ability of its suppliers to deliver parts on time and in the correct quantity and quality.

Annual operating capital expenditures primarily relate to the increase of the production output of Tritium’s factories.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Tritium’s business, all of which are difficult to predict and many of which are beyond Tritium’s and DCRN’s control. The financial projections reflected the following key management assumptions: (i) sales of DC EV chargers will continue to increase and allow Tritium to meet its sales targets; (ii) the rate of production of chargers within Tritium’s factories will allow Tritium to meet the sales demand and deliver chargers on time; (iii) the quality of Tritium’s chargers will allow for Tritium to profit from its service-level agreements and extended warranties; (iv) the demand for Tritium’s software will allow Tritium to meet its software revenue targets and margin expectations; and (v) Tritium will be able to continually develop new products that meet market demand and can be produced at a profit.

Interests of Certain Persons in the Business Combination

In considering the recommendation of the DCRN Board to vote in favor of the Business Combination, DCRN stockholders should be aware that, aside from their interests as stockholders, DCRN Sponsor and certain of DCRN’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other DCRN stockholders generally. DCRN’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to DCRN stockholders that they approve the Business Combination. DCRN stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

  

the fact that DCRN Sponsor and DCRN’s independent directors hold an aggregate of 7,366,667 private placement warrants acquired at a purchase price of $11.05 million which, if unrestricted and freely tradable, would be valued at approximately $                 based on the closing price of DCRN public warrants of $                per warrant on                , 2021, the record date for the DCRN special meeting (but which are subject to a lock-up and not freely tradable for a period of 30 days following the Closing), all of which would expire worthless if a business combination is not consummated;

 

  

the fact that DCRN Sponsor and certain of DCRN’s independent directors have agreed not to redeem any of the shares of DCRN Class A Common Stock held by them in connection with a stockholder vote to approve the Business Combination;

 

  

the fact that DCRN Sponsor paid an aggregate of $25,004 for 10,062,500 Founder Shares, including 400,000 DCRN Founder Shares which were subsequently forfeited by DCRN Sponsor at no cost and, upon forfeiture of such shares, DCRN’s independent directors were issued 400,000 DCRN Founder Shares, 40,000 of which were subsequently forfeited upon the resignation of one of DCRN’s independent directors and, upon forfeiture of such shares, DCRN Sponsor was issued 40,000 DCRN Founder Shares at par value of $0.0001 per share, and that such securities will have a significantly

 

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higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $                , based on the closing price of DCRN Class A Common Stock of $                per share on                , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

 

  

the fact that given the differential in the purchase price that DCRN Sponsor paid for the DCRN Founder Shares as compared to the price of the DCRN units sold in the DCRN IPO and the 9,702,500 NewCo Ordinary Shares that DCRN Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, DCRN Sponsor and its affiliates may earn a positive rate of return on their investment even if the NewCo Ordinary Shares trades below the price initially paid for the DCRN units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

 

  

the fact that up to an aggregate amount of $1.5 million of any amounts outstanding under any working capital loans made by DCRN Sponsor or any of its affiliates to DCRN may be converted into DCRN warrants to purchase DCRN Class A Common Stock at a price of $1.50 per warrant at the option of the lender and, if issued, such DCRN warrants would automatically convert into an equal number of NewCo Warrants at Closing;

 

  

if the Trust Account is liquidated, including in the event DCRN is unable to complete an Initial Business Combination within the required time period, DCRN Sponsor has agreed to indemnify DCRN to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per DCRN public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than DCRN’s independent public accountants) for services rendered or products sold to DCRN or (b) a prospective target business with which DCRN has entered into an acquisition agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

  

the fact that DCRN’s independent directors own an aggregate of 360,000 DCRN Founder Shares that, upon forfeiture by DCRN Sponsor, were issued to DCRN’s independent directors, which if unrestricted and freely tradeable would be valued at approximately $                 , based on the closing price of DCRN Class A Common Stock of $                per share on                 , 2021, the record date for the DCRN special meeting;

 

  

the fact that DCRN Sponsor, and DCRN’s officers and directors, or any of their respective affiliates, will be reimbursed for out-of-pocket expenses incurred in connection with activities on DCRN’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $                as of                 , 2021, the record date for the DCRN special meeting;

 

  

the anticipated appointment of Robert Tichio, a director of DCRN, to the NewCo Board following the Closing;

 

  

the fact that DCRN Sponsor, and DCRN’s officers and directors will lose their entire investment in DCRN of approximately $11.1 million and will not be reimbursed for any out-of-pocket expenses (of which approximately $                is owed as of the date hereof) if an Initial Business Combination is not completed by the Deadline Date; and

 

  

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination Agreement and Related Agreements.”

Potential Purchases of Public Shares

In connection with the stockholder vote to approve the Business Combination, DCRN Sponsor, DCRN’s directors, officers or advisors or any of their respective affiliates may privately negotiate transactions to purchase

 

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DCRN public shares from DCRN stockholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. There is no limit on the number of DCRN public shares DCRN Sponsor, DCRN’s directors, officers or advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of NASDAQ. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, DCRN Sponsor, DCRN’s directors, officers or advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase DCRN public shares in such transactions. None of DCRN Sponsor, DCRN’s directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such DCRN public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such DCRN stockholder, although still the record holder of such DCRN public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such DCRN stockholder to vote such shares in a manner directed by the purchaser.

In the event that DCRN Sponsor, DCRN’s directors, officers or advisors or any of their respective affiliates purchase shares in privately negotiated transactions from public DCRN stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of DCRN public shares could be to (a) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or (b) to satisfy a closing condition in the Business Combination Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of DCRN public shares may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of DCRN Class A Common Stock may be reduced and the number of beneficial holders of DCRN’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of DCRN’s securities on a national securities exchange.

DCRN Sponsor, and DCRN’s officers, directors, advisors or any of their respective affiliates anticipate that they may identify the stockholders with whom DCRN Sponsor, DCRN’s officers, directors, advisors or any of their respective affiliates may pursue privately negotiated purchases by either the stockholders contacting DCRN directly or by DCRN’s receipt of redemption requests submitted by stockholders following DCRN’s mailing of proxy materials in connection with the Initial Business Combination. To the extent that DCRN Sponsor, DCRN’s officers, directors, advisors or any of their respective affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination. DCRN Sponsor, DCRN’s officers, directors, advisors or any of their respective affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by DCRN Sponsor, DCRN’s officers, directors, advisors or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. DCRN Sponsor, DCRN’s officers, directors, advisors and any of their respective affiliates will not make purchases of DCRN Class A Common Stock if the purchases would violate Section 9(a)(2) of or Rule 10b-5 under the Exchange Act.

 

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Redemption Rights

Under the DCRN Charter, holders of DCRN Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to DCRN to pay its franchise and income taxes, by (b) the total number of shares of DCRN Class A Common Stock issued in the DCRN IPO; provided that DCRN will not redeem any DCRN public shares to the extent that such redemption would result in DCRN having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, unless the DCRN public shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. As of September 30, 2020, this would have amounted to approximately $10.00 per share. Under the DCRN Charter, in connection with an Initial Business Combination, a DCRN public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 20% of the DCRN public shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of DCRN Class A Common Stock for cash and will no longer own shares of DCRN Class A Common Stock and will not receive NewCo Ordinary Shares or participate in NewCo’s future growth, if any. Such a holder will be entitled to receive cash for its DCRN public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to DCRN’s transfer agent in accordance with the procedures described herein. See the section entitled “DCRN Special Meeting—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination Agreement provides that DCRN must satisfy the Minimum Cash Condition at Closing. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of DCRN Class A Common Stock by DCRN’s public stockholders, the Minimum Cash Condition is not satisfied or is not waived, then each of Tritium, NewCo and Merger Sub may elect not to consummate the Business Combination.

Total NewCo Shares to Be Issued in the Business Combination

The following table presents the anticipated ownership of NewCo upon the Closing, which does not give effect to the potential exercise of any warrants and otherwise assumes the following redemption scenarios:

 

  

No Redemptions: This scenario assumes that no DCRN public stockholders exercise their redemption rights with respect to their DCRN Class A Common Stock.

 

  

Illustrative Redemptions: This scenario assumes that 9,356,525 shares of DCRN Class A Common Stock are redeemed, which is equal to 50% of the number of shares redeemed in the “Assuming Maximum Redemptions” scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information—Introduction,” or approximately 23.3% of the outstanding shares of DCRN Class A Common Stock as of the date of this proxy statement/prospectus.

 

  

Maximum Redemptions: This scenario assumes the “Assuming Maximum Redemptions” scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information—Introduction,” i.e., 18,713,050 shares of DCRN Class A Common Stock are redeemed, or approximately 46.5% of the outstanding shares of DCRN Class A Common Stock as of the date of this proxy statement/prospectus.

 

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  No Redemptions  Illustrative Redemptions  Maximum Redemptions 
  NewCo
Ordinary
Shares
  %
Shareholding
  NewCo
Ordinary
Shares
  %
Shareholding
  NewCo
Ordinary
Shares
  %
Shareholding
 

Tritium Shareholders(1)

  120,000,000   69.8   120,000,000   73.9   120,000,000   78.4 

DCRN public stockholders(2)

  40,250,000   23.4   30,893,475   19.0   21,536,950   14.0 

DCRN initial stockholders(3)

  10,062,500   5.9   10,062,500   6.2   10,062,500   6.6 

Palantir(4)

  1,500,000   0.9   1,500,000   0.9   1,500,000   1.0 
 

 

 

   

 

 

   

 

 

  

Total NewCo Ordinary Shares

  171,812,500    162,455,975    153,099,450  
 

 

 

   

 

 

   

 

 

  

 

(1)

Pursuant to the Business Combination Agreement, the aggregate number of NewCo Ordinary Shares issued to the existing Tritium shareholders will equal 120 million.

(2)

Underlying shares of DCRN Class A Common Stock are subject to possible redemption. The maximum redemption scenario is determined based on the assumption that the Minimum Cash Condition of $200 million in the Trust Account is satisfied at Closing (after giving effect to the PIPE Funds, redemption payments and DCRN transaction expenses).

(3)

Shares held by DCRN Sponsor and DCRN’s management and board of directors.

(4)

Shares issued in exchange for $15.0 million of PIPE Funds.

If the facts are different than these assumptions, the percentage ownership of the various entities or groups following the Business Combination will be different. For example, the table set forth above does not take into account DCRN warrants that will automatically convert at Closing into NewCo Warrants to purchase NewCo Ordinary Shares, but does include the DCRN Founder Shares, which will convert into DCRN Class A Common Stock and be exchanged for NewCo Ordinary Shares upon Closing. The DCRN warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination or 12 months from the closing of the DCRN IPO and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation. Assuming that no additional DCRN warrants are issued upon conversion of working capital loans and that all outstanding 13,416,667 DCRN public warrants and 7,366,667 DCRN private placement warrants were exercised for cash following completion of the Business Combination, with proceeds to NewCo of approximately $239.0 million (and each other assumption applicable to the table set forth above remains the same), then the ownership of NewCo would be as follows:

 

  No Redemptions  Illustrative Redemptions  Maximum Redemptions 
  NewCo
Ordinary
Shares
  %
Shareholding
  NewCo
Ordinary
Shares
  %
Shareholding
  NewCo
Ordinary
Shares
  %
Shareholding
 

Tritium Shareholders

  120,000,000   62.3   120,000,000   65.5   120,000,000   69.0 

DCRN public stockholders

  53,666,667   27.9   44,310,142   24.2   34,953,617   20.1 

DCRN initial stockholders

  17,429,167   9.0   17,429,167   9.5   17,429,167   10.0 

Palantir

  1,500,000   0.8   1,500,000   0.8   1,500,000   0.9 
 

 

 

   

 

 

   

 

 

  

Total NewCo Ordinary Shares

  192,595,834    183,239,309    173,882,784  
 

 

 

   

 

 

   

 

 

  

The DCRN warrants are, and the NewCo Warrants will be, subject to restrictions on the timing of their exercise and may also be exercisable on a cashless basis by reference to the fair market value of the NewCo Ordinary Shares. As a result, the percentages above are indicative only.

In addition to the changes in percentage ownerships depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders. See the section entitled “Risk Factors—There is no guarantee that a DCRN public stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position” for additional information.

 

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The following table shows the dilutive effect and the effect on the per share value of NewCo Ordinary Shares held by non-redeeming DCRN stockholders under a range of redemption scenarios and DCRN warrant exercise scenarios:

 

  No Redemptions  Illustrative Redemptions  Maximum Redemptions 
  NewCo
Ordinary
Shares
  Value per
Share(1)
  NewCo
Ordinary
Shares
  Value per
Share(2)
  NewCo
Ordinary
Shares
  Value per
Share(3)
 

Base Scenario(4)

  171,812,500  $10.00   162,455,975  $10.00   153,099,450  $10.00 

Excluding DCRN initial stockholders(5)

  161,750,000   10.62   152,393,475   10.66   143,036,950   10.70 

Assuming all DCRN public warrants are exercised(6)

  185,229,167   9.28   175,872,642   9.24   166,516,117   9.19 

Assuming all DCRN private placement warrants are exercised(7)

  179,179,167   9.59   169,822,642   9.57   160,466,117   9.54 

Assuming all DCRN public warrants and private placement warrants are exercised(8)

  192,595,834   8.92   183,239,309   8.87    173,882,784   8.80 

 

(1)

Based on a post-transaction equity value of NewCo of $1.718 billion.

(2)

Based on a post-transaction equity value of NewCo of $1.625 billion, or $1.718 billion less the approximately $93.6 million that would be paid from the Trust Account to redeem 9,356,525 shares of DCRN Class A Common Stock in connection with the Business Combination.

(3)

Based on a post-transaction equity value of NewCo of $1.531 billion, or $1.718 billion less the approximately $187.1 million that would be paid from the Trust Account to redeem 18,713,050 shares of DCRN Class A Common Stock in connection with the Business Combination.

(4)

Represents (a) the 120,000,000 NewCo Ordinary Shares in aggregate issued to the existing Tritium Shareholders pursuant to the Business Combination Agreement, (b) the 1,500,000 shares of DCRN Class A Common Stock to be issued to Palantir in connection with the PIPE Financing, (c) the conversion of 10,062,500 shares of DCRN Class B Common Stock held by the DCRN initial stockholders and (d) the 40,250,000 DCRN public shares, less any redemptions described above.

(5)

Represents the Base Scenario excluding the 10,062,500 shares of converted DCRN Class B Common Stock held by the DCRN initial stockholders.

(6)

Represents the Base Scenario plus the full exercise of the DCRN public warrants on a 1:1 basis for cash. Value per Share does not reflect proceeds to NewCo of approximately $154.3 million.

(7)

Represents the Base Scenario plus the full exercise of the DCRN private placement warrants on a 1:1 basis for cash. Value per Share does not reflect proceeds to NewCo of approximately $84.7 million.

(8)

Represents the Base Scenario plus the full exercise of the DCRN public warrants and the DCRN private placement warrants on a 1:1 basis for cash. Value per Share does not reflect proceeds to NewCo of approximately $239.0 million.

 

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Underwriting Fees

The DCRN IPO generated $8.05 million of underwriting fees and approximately $14.1 million of deferred underwriting fees conditioned upon completion of an Initial Business Combination, which fees are not impacted by the size of such transaction or the level of redemptions associated therewith. The following table illustrates the effective underwriting fee on a percentage basis for DCRN public shares at each redemption level identified below.

 

   No
Redemptions
  Illustrative
Redemptions
  Maximum
Redemptions
 
   ($ in millions) 

Unredeemed DCRN Public Shares

   40,250,000   30,893,475   21,536,950 

Trust Proceeds to Tritium

  $402.5  $308.9  $215.4 

Initial IPO Underwriting Fees

  $8.05  $8.05  $8.05 

Deferred Underwriting Fees

  $14.1  $14.1  $14.1 

Effective Underwriting Fee (%)

   5.5  7.2  10.3

Impact of Substantial Redemptions on the Business Combination

DCRN public stockholders are not required to vote “Against” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of DCRN public stockholders are reduced as a result of redemptions by DCRN public stockholders.

If a DCRN public stockholder exercises its redemption rights, such exercise will not result in the loss of any DCRN warrants that it may hold. Assuming that 18,713,050 shares of DCRN Class A Common Stock held by DCRN public stockholders were redeemed, the 13,416,667 retained outstanding DCRN public warrants would be valued at approximately $             based on the closing price of DCRN public warrants of $             per warrant on                      , 2021. If a substantial number of, but not all, DCRN public stockholders exercise their redemption rights, any non-redeeming DCRN stockholders would experience dilution to the extent such DCRN public warrants are exercised and additional DCRN Class A Common Stock is issued.

DCRN will not redeem any DCRN public shares to the extent that such redemption would result in DCRN having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, unless the DCRN public shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act.

Sources and Uses for the Business Combination

The following tables summarize the illustrative sources and uses for funding the Business Combination (all numbers in millions):

No Redemption

 

Sources  $MM  Uses  $MM 

Cash in Trust Account

   402.5(1)  Rollover equity   1,200.0 

Rollover equity

   1,200.0  Cash to balance sheet   274.3 

PIPE Financing

   15.0  Debt repayment   61.0(2) 

Existing cash

   6.2  Share-based compensation   27.5(3) 
   Transaction expenses   60.9(4) 
  

 

 

    

 

 

 

Total Sources

  $1,624  

Total Uses

  $1,624 
  

 

 

    

 

 

 

 

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Maximum Redemption

 

Sources  $MM  Uses  $MM 

Cash in Trust Account

   215.4(5)  Rollover equity   1,200.0 

Rollover equity

   1,200.0  Cash to balance sheet   87.2 

PIPE Financing

   15.0  Debt repayment   61.0(2) 

Existing cash

   6.2  Share-based compensation   27.5(3) 
   Transaction expenses   60.9(4) 
  

 

 

    

 

 

 

Total Sources

  $1,437  

Total Uses

  $1,437 
  

 

 

    

 

 

 

 

(1)

Pro-forma ownership structure assumes $10.00 per DCRN Class A Common Stock. Excludes DCRN warrants.

(2)

Reflects the repayment of approximately $61.0 million in debt and related interest and penalties, including (i) the repayment of approximately $47.5 million in principal, interest and penalties incurred in connection with the June 2020 investment by CIGNA under the CIGNA Loan, (ii) the payment of approximately $6.8 million in interest and penalties related to the repayment in full of the July 2021 investment by CIGNA under the CIGNA Loan and (iii) the repayment of $6.8 million in principal and interest incurred in connection with a shareholder loan made to Tritium by St Baker Energy Holdings Pty Ltd.

(3)

Reflects payment of $21.6 million in share-based compensation by Tritium under its incentive plans and $5.9 million in tax payable by Tritium on certain share-based incentives.

(4)

Reflects transaction-related costs of DCRN, Tritium and NewCo of approximately $39.6 million, deferred underwriting fees from DCRN’s IPO of approximately $14.1 million and a payment by Tritium to Vontier of approximately $7.1 million in connection with its waiver of its right to purchase Tritium’s outstanding shares.

(5)

Assumes maximum redemption of 18,713,050 shares of DCRN Class A Common Stock.

Certain Information Relating to NewCo

NewCo Board Before the Business Combination

Prior to the consummation of the Business Combination, the NewCo Board consists of Jeffrey Phillips, Brian Flannery and Trevor St. Baker. Prior to the consummation of the Business Combination, Jeffrey Phillips and Brian Flannery intend to resign from the NewCo Board.

NewCo Board and Executive Officers Following the Business Combination

The executive officers, directors and director nominees of NewCo, excluding Jeffrey Phillips and Brian Flannery, are as follows:

 

Name

  

Age

  

Position

Jane Hunter

  49  Chief Executive Officer and Executive Director Nominee

Michael Hipwood

  57  Chief Financial Officer

Dr. David Finn

  43  Chief Vision Officer and Executive Director Nominee

Robert Tichio

  44  Non-Executive Director Nominee and Chair Nominee

Trevor St. Baker AO

  82  Non-Executive Director

Kenneth Braithwaite

  60  Non-Executive Director Nominee

Kara Phillips

  42  Non-Executive Director Nominee

Edward Hightower

  56  Non-Executive Director Nominee

Upon consummation of the Business Combination, it is expected that (i) each of the officers and directors listed above will hold the indicated offices and (ii) each of the director nominees listed above will be appointed as directors by the NewCo Board. Please see the section entitled “Management of NewCo After the Business Combination” elsewhere in this proxy statement/prospectus for biographies and additional information.

 

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Employment and Compensation Arrangements

NewCo expects that prior to the consummation of the Business Combination, Tritium’s executive officers will continue to be employed by Tritium Australia. After consummation of the Business Combination and once NewCo’s compensation committee is formed, executive compensation decisions will be made by the NewCo Board based on recommendations made by NewCo’s compensation committee. NewCo’s compensation committee will review executive compensation arrangements and recommend to the NewCo Board any adjustments that it believes are appropriate in structuring NewCo’s executive compensation arrangements.

Please see the section entitled “Executive Compensation” elsewhere in this proxy statement/prospectus for additional information.

Indemnification and Insurance Obligations of NewCo Following the Business Combination

Under the Constitution, NewCo must, to the extent permitted by and subject to any applicable law, indemnify current and past directors and other executive officers of NewCo on a full indemnity basis and to the fullest extent permitted by law against all liabilities incurred by the director or officer as a result of their holding office in NewCo or a related body corporate.

NewCo may also, to the extent permitted by law, purchase and maintain insurance, or pay or agree to pay a premium for insurance, for each director and officer against any liability incurred by the director or officer as a result of their holding office in NewCo or a related body corporate.

Please see the section entitled “Management of NewCo After the Business Combination—NewCo Board—Indemnification and Insurance Obligations of NewCo Following the Business Combination” elsewhere in this proxy statement/prospectus for additional information.

Listing of NewCo Ordinary Shares and NewCo Warrants on NASDAQ

NewCo Ordinary Shares and NewCo Warrants currently are not traded on a stock exchange. NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing the NewCo Ordinary Shares and NewCo Warrants will be listed under the ticker symbols “DCFC” and “DCFCW,” respectively.

Restrictions on Resales

All NewCo Ordinary Shares and NewCo Warrants received by DCRN stockholders and warrantholders in the Business Combination are expected to be freely tradable, except that the NewCo Ordinary Shares and NewCo Warrants received in the Business Combination by persons who become affiliates of NewCo for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. Persons who may be deemed affiliates of NewCo generally include individuals or entities that control, are controlled by or are under common control with, NewCo and may include the directors and executive officers of NewCo as well as its principal shareholders.

Delisting of DCRN Common Stock and Deregistration of DCRN

DCRN, Tritium and NewCo anticipate that, following consummation of the Business Combination, the DCRN Class A Common Stock, DCRN units and DCRN warrants will be delisted from the NASDAQ, and DCRN will be deregistered under the Exchange Act.

Comparison of Shareholder Rights

Until consummation of the Merger, Delaware law and the DCRN Charter will continue to govern the rights of DCRN stockholders. After consummation of the Share Exchange, DCRN stockholders will become NewCo

 

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shareholders and Australian law and the Constitution of NewCo will govern the rights of the NewCo shareholders.

There are certain differences in the rights of DCRN stockholders prior to the Business Combination and the rights of NewCo shareholders after the Business Combination. Please see the section entitled “Comparison of Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information.

Regulatory Matters

Please see the section entitled “Regulatory Approvals Related to the Business Combination” elsewhere in this proxy statement/prospectus.

Material Tax Considerations with Respect to the Business Combination

Please see the sections entitled “Material U.S. Federal Income Tax Considerations” and “Material Australian. Tax Considerations” elsewhere in this proxy statement/prospectus.

Anticipated Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill, intangible assets or other fair value adjustments recorded, in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, DCRN will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Tritium will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Tritium (i.e., a capital transaction involving the issuance of stock by DCRN for the stock of Tritium). Tritium will, consequently, be deemed the accounting predecessor meaning that Tritium’s consolidated assets, liabilities and results of operations will become the historical financial statements of NewCo. The shares issued by the accounting acquirer are recognized at fair value and recorded as consideration for the acquisition of the public shell company, DCRN. The net assets of DCRN will be recognized at historical cost (which is expected to be consistent with carrying value). Tritium has been determined to be the accounting acquirer and predecessor in the Business Combination based on evaluation of the following facts and circumstances:

 

  

Tritium’s shareholders will have the largest voting interest in NewCo under both the no redemption and maximum redemption scenarios;

 

  

NewCo’s board of directors will initially consist of seven directors: Tritium’s shareholders will be initially entitled to appoint five directors and DCRN will be initially entitled to appoint two directors;

 

  

Tritium’s existing shareholders will have the ability to control decisions regarding the election and removal of directors from the NewCo Board;

 

  

NewCo will continue to operate under the Tritium tradename and the headquarters of NewCo will be Tritium’s existing headquarters;

 

  

the business of Tritium will comprise the ongoing operations of NewCo;

 

  

Tritium’s senior management will serve as the majority of senior management of NewCo; and

 

  

Tritium is the larger entity, in terms of both revenues and total assets.

Other factors were considered, including the purpose and intent of the Business Combination, noting that the preponderance of evidence as described above is indicative that Tritium is the accounting acquirer and predecessor in the Business Combination.

Appraisal Rights

Appraisal rights are not available to holders of shares of DCRN Class A Common Stock and DCRN Class B Common Stock in connection with the Business Combination.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following describes material U.S. federal income tax considerations for Holders (as defined below) of (i) DCRN Class A Common Stock and DCRN warrants (“DCRN Securities”) as of immediately prior to the Business Combination with respect to (1) electing to have their DCRN Class A Common Stock redeemed for cash if the Business Combination is completed and (2) the Merger, and (ii) NewCo Ordinary Shares and NewCo Warrants (“NewCo Securities”), except as otherwise noted below, as of immediately following the Business Combination with respect to the ownership and disposition of such securities. Unless otherwise noted, the following discussion reflects the opinion of Vinson & Elkins L.L.P., DCRN’s U.S. tax counsel, insofar as it contains legal conclusions with respect to matters of U.S. federal income tax law. The opinion of Vinson & Elkins L.L.P. is dependent on the accuracy of factual representations made by each of NewCo and DCRN to them, including descriptions of NewCo’s operations contained elsewhere in this proxy statement/prospectus. Statements contained herein that NewCo or DCRN “believes,” “expects,” or “intends” or other similar phrases are not legal conclusions or opinions of Vinson & Elkins L.L.P. This discussion applies only to DCRN Securities and NewCo Securities, as the case may be, held as a “capital asset” for U.S. federal income tax purposes (generally property held for investment). This discussion does not address any tax treatment of any other transactions occurring in connection with the Business Combination, including, but not limited to, the PIPE Financing, or the tax treatment of the Business Combination with respect to Tritium shareholders or securityholders. This summary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings, and judicial decisions, all as in effect on the date hereof, and all of which are subject to change and differing interpretations, possibly with retroactive effect. We cannot assure you that any such change or differing interpretation will not significantly alter the tax considerations described in this discussion. Neither DCRN nor NewCo has sought or will seek any rulings from the IRS with respect to the positions or conclusions described in the following discussion. Such statements, positions and conclusions are not free from doubt, and there can be no assurance that your or NewCo’s tax advisors, the IRS, or a court will agree with such statements, positions, and conclusions.

The following does not purport to be a complete analysis of all potential tax effects resulting from the redemption of DCRN Class A Common Stock, the completion of the Business Combination or the ownership or disposition of NewCo Securities after the Business Combination, and does not address all aspects of U.S. federal income taxation that may be relevant to individual Holders in light of their particular circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local, or non-U.S. tax laws, any tax treaties, or any other tax law. Furthermore, this summary does not address all U.S. federal income tax considerations that may be relevant to certain categories of Holders that may be subject to special treatment under the U.S. federal income tax laws, including, but not limited to:

 

  

banks, insurance companies, or other financial institutions;

 

  

tax-exempt or governmental organizations;

 

  

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund);

 

  

dealers in securities or foreign currencies;

 

  

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

 

  

except as specifically described below, persons that actually or constructively own five percent or more of any class of DCRN’s or NewCo’s stock (by vote or by value);

 

  

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

  

traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

 

  

persons subject to the alternative minimum tax;

 

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entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;

 

  

persons deemed to sell DCRN Securities or NewCo Securities under the constructive sale provisions of the Code;

 

  

persons that acquired DCRN Securities or NewCo Securities through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

 

  

real estate investment trusts;

 

  

regulated investment companies;

 

  

certain former citizens or long-term residents of the United States;

 

  

persons that hold DCRN Securities or NewCo Securities as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction, or other integrated investment or risk reduction transaction;

 

  

the DCRN initial stockholders, DCRN Sponsor, or DCRN’s officers or directors, or other holders of DCRN Founder Shares or DCRN private placement warrants; and

 

  

Holders of NewCo Securities prior to the Business Combination.

THIS DISCUSSION IS NOT TAX ADVICE. HOLDERS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS (INCLUDING ANY POTENTIAL CHANGES THERETO) TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY OTHER TAX LAWS, INCLUDING, BUT NOT LIMITED TO, U.S. FEDERAL ESTATE OR GIFT TAX LAWS, THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION, OR ANY APPLICABLE INCOME TAX TREATY.

Holder, U.S. Holder and Non-U.S. Holder Defined

A “U.S. Holder” is a beneficial owner of DCRN Securities or NewCo Securities that, for U.S. federal income tax purposes, is:

 

  

an individual who is a citizen or resident of the United States;

 

  

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

  

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

 

  

a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (B) that has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

A “Non-U.S. Holder” is a beneficial owner of DCRN Securities or NewCo Securities that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust, in each case that is not a U.S. Holder.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds DCRN Securities or NewCo Securities, the tax treatment of a partner in such partnership might depend upon the status of the partner or the partnership, upon the activities of the partnership and upon certain determinations made at the partnership or partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding DCRN Securities

 

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or NewCo Securities to consult with and rely solely upon their tax advisors regarding the U.S. federal income and other tax considerations to them of the matters discussed below.

“U.S. Holders” and “Non-U.S. Holders” are referred to collectively herein as “Holders”.

Material U.S. Federal Income Tax Considerations for Holders in Respect of the Redemption of DCRN Class A Common Stock

Tax Characterization of a Redemption

In the event that a Holder’s DCRN Class A Common Stock is redeemed pursuant to the redemption provisions described in this proxy statement/prospectus under the section entitled “DCRN Special Meeting—Redemption Rights,” the treatment of the redemption for U.S. federal income tax purposes will depend on whether it qualifies as a sale of the DCRN Class A Common Stock under Section 302(a) of the Code. Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of DCRN Class A Common Stock treated as held by the Holder (including any stock constructively owned by the Holder as a result of owning DCRN warrants or otherwise) relative to all shares of DCRN Class A Common Stock outstanding both before and after the redemption. The redemption of a Holder’s DCRN Class A Common Stock generally will be treated as a sale of such DCRN Class A Common Stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the Holder, (ii) results in a “complete termination” of the Holder’s interest in DCRN, or (iii) is “not essentially equivalent to a dividend” with respect to the Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests is satisfied, a Holder takes into account not only stock actually owned by the Holder, but also shares of DCRN Class A Common Stock that are treated as constructively owned by the Holder. A Holder may be treated as constructively owning stock owned by certain related individuals and entities in which the Holder has an interest or that have an interest in such Holder, as well as any stock that the Holder has a right to acquire by exercise of an option, which would generally include DCRN Class A Common Stock that could be acquired pursuant to the exercise of DCRN warrants.

In order to meet the “substantially disproportionate” test, the percentage of DCRN’s outstanding voting stock actually and constructively owned by the Holder immediately following the redemption of DCRN Class A Common Stock must, among other requirements, be less than 80% of the percentage of DCRN’s outstanding voting stock actually and constructively owned by the Holder immediately before the redemption. Prior to the Business Combination, the DCRN Class A Common Stock may not be treated as voting stock for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a “complete termination” of a Holder’s interest if either (i) all of the shares of DCRN Class A Common Stock actually and constructively owned by the Holder are redeemed or (ii) all of the shares of DCRN Class A Common Stock actually owned by the Holder are redeemed, the Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members, and the Holder does not constructively own any other stock (including as a result of owning DCRN warrants). Finally, the redemption of a Holder’s DCRN Class A Common Stock will not be “essentially equivalent to a dividend” if such redemption results in a “meaningful reduction” of the Holder’s proportionate interest in DCRN. Whether the redemption will result in a meaningful reduction in a Holder’s proportionate interest in DCRN will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A Holder should consult with, and rely solely upon, its own tax advisors as to the tax consequences of electing to have DCRN Class A Common Stock redeemed for cash.

If none of the foregoing tests are satisfied, the Holder will generally be treated as receiving a distribution of cash from DCRN. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to

 

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the extent paid from DCRN’s current or accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions in excess of DCRN’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Holder’s adjusted tax basis in its DCRN Class A Common Stock. Any remaining excess will be treated as gain realized on the sale of the DCRN Class A Common Stock. After the application of these rules, any remaining tax basis of the Holder in the redeemed DCRN Class A Common Stock will be added to the Holder’s adjusted tax basis in its remaining stock, or, if it has none, possibly to the Holder’s adjusted tax basis in its warrants or in other stock constructively owned by it. Holders who actually or constructively own five percent or more of the DCRN Class A Common Stock (by vote or value) may be subject to special reporting requirements with respect to a redemption of DCRN Class A Common Stock, and such Holders are urged to consult with their own tax advisors with respect to their reporting requirements.

Effect of the Merger on Treatment of a Redemption

If the Merger qualifies for the Intended Tax Treatment, as discussed below under the section entitled Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants—Tax Characterization of the Merger, and a Holder both elects to redeem DCRN Class A Common Stock and exchanges DCRN Class A Common Stock and/or DCRN warrants for NewCo Securities in the Merger, it is possible, but not clear, that such redemption and the Merger would be treated as part of the same transaction, and as a result, such Holder would be treated as receiving the cash paid in the redemption as part of the Merger consideration paid to such Holder. In such a case, such Holder generally would recognize gain (if any) for U.S. federal income tax purposes with respect to each share of DCRN Class A Common Stock and each DCRN warrant held immediately prior to the redemption and Merger in an amount equal to the lesser of  (i) the excess (if any) of the amount of cash plus the fair market value of the NewCo Ordinary Shares and NewCo Warrants deemed received in exchange for such share of DCRN Class A Common Stock or DCRN warrant, as described below, over such Holder’s tax basis in the DCRN share or warrant exchanged therefor or (ii) the amount of cash plus, in the event the Merger qualifies as a transaction described in Section 351 of the Code but not as a reorganization within the meaning of Section 368(a) of the Code, the fair market value of the NewCo Warrants deemed received in exchange for such share of DCRN Class A Common Stock or DCRN warrant. To determine the amount of gain, if any, that such Holder would recognize, the Holder must compute the amount of gain or loss realized as a result of the Merger on a share-by-share and warrant-by-warrant basis by allocating the aggregate fair market value of (i) the cash received in the redemption of DCRN Class A Common Stock by such Holder, (ii) the NewCo Ordinary Shares received by such Holder in the Merger and (iii) the NewCo Warrants held by such Holder as a result of the Merger among the shares of DCRN Class A Common Stock and DCRN warrants held by such Holder immediately prior to the redemption and the Merger in proportion to their respective fair market values. Any loss realized by the Holder would not be recognized.

In the event that the Merger did not qualify for the Intended Tax Treatment, or the redemption and Merger were not treated as part of the same transaction, the consequences of the redemption would generally be as described above under the section entitled “—Tax Characterization of a Redemption.

The rules governing the U.S. federal income tax treatment of redemptions are complex and the determination of whether a redemption will be treated as a sale of the DCRN Class A Common Stock or as a distribution with respect to such stock is made on a holder-by-holder basis. Holders of DCRN Class A Common Stock considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors as to whether the redemption of their DCRN Class A Common Stock will be treated as a sale or as a distribution under the Code and any resultant tax consequences.

Considerations for U.S. Holders

This section applies to you if you are a U.S. Holder of DCRN Class A Common Stock.

 

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Gain or Loss on Redemption Treated as a Sale of DCRN Class A Common Stock. If a redemption of a U.S. Holder’s DCRN Class A Common Stock is treated as a sale of such DCRN Class A Common Stock, the U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption and (ii) the U.S. Holder’s adjusted tax basis in its DCRN Class A Common Stock redeemed. A U.S. Holder’s adjusted tax basis in its DCRN Class A Common Stock generally will equal the U.S. Holder’s acquisition cost less any prior distributions paid to such U.S. Holder that were treated as a return of capital for U.S. federal income tax purposes. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the DCRN Class A Common Stock redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the DCRN Class A Common Stock described in this proxy statement/prospectus may be deemed to be a limitation of a stockholder’s risk of loss and suspend the running of the applicable holding period of such stock for this purpose. If the one-year holding period is not satisfied, any gain on the redemption of DCRN Class A Common Stock would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Taxation of Redemption Treated as a Distribution. If a redemption of a U.S. Holder’s DCRN Class A Common Stock is not treated as a sale of such DCRN Class A Common Stock, the U.S. Holder will generally be treated as receiving a distribution of cash from DCRN, as discussed above. Any portion of such distribution that is treated as a dividend paid to a U.S. Holder that is treated as a corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied, but may be subject to the “extraordinary dividend” provisions of the Code (which could cause a reduction in the tax basis of such corporate U.S. Holder’s DCRN Class A Common Stock and increase the amount of gain or decrease the amount of loss recognized by such U.S. Holder in connection with a disposition of its shares). With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, any portion of a distribution that is treated as a dividend paid to a non-corporate U.S. Holder generally will give rise to “qualified dividend income” that will be subject to U.S. federal income tax at the lower applicable long-term capital gains rate. It is unclear, however, whether the redemption rights with respect to the DCRN Class A Common Stock described in this proxy statement/prospectus may be deemed to be a limitation of a stockholder’s risk of loss and suspend the running of the applicable holding period of such stock for this purpose. If the applicable holding period requirements are not satisfied, a corporate U.S. Holder may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and a non-corporate U.S. Holder may be subject to tax on the dividend at regular ordinary income tax rates instead of the preferential income tax rate that applies to qualified dividend income. Any portion of such distribution that is treated as gain realized on the sale of the DCRN Class A Common Stock (i.e., the portion not constituting a dividend or a return of capital) will be treated as described under the section entitled “Material U.S. Federal Income Tax Considerations for Holders in Respect of the Redemption of DCRN Class A Common Stock—Considerations for U.S. Holders—Gain or Loss on Redemption Treated as a Sale of DCRN Class A Common Stock.

Information Reporting and Backup Withholding. Payments received by a U.S. Holder as a result of the exercise of redemption rights may be subject, under certain circumstances, to information reporting and backup withholding. Information reporting requirements generally will not apply, however, to a U.S. Holder that is an exempt recipient and certifies to its exempt status. Backup withholding may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number or a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

 

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Considerations for Non-U.S. Holders

This section applies to you if you are a Non-U.S. Holder of DCRN Class A Common Stock.

Gain on Redemption Treated as a Sale of DCRN Class A Common Stock. If a redemption of a Non-U.S. Holder’s DCRN Class A Common Stock is treated as a sale of such DCRN Class A Common Stock, subject to the discussion below under “—Considerations for Non-U.S. Holders—Information Reporting and Backup Withholding,” the Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon such redemption unless:

 

  

the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

 

  

such gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is treated as attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); or

 

  

the DCRN Class A Common Stock constitutes United States real property interests by reason of DCRN’s status, at any time during the shorter of the five-year period ending on the date of the redemption or the period that the Non-U.S. Holder held DCRN Class A Common Stock, as a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes, and as a result, such gain is treated as effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States.

A Non-U.S. Holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.

A Non-U.S. Holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above, generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons unless an applicable income tax treaty provides otherwise. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as provided under an applicable income tax treaty). Generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, DCRN believes that it currently is not, and has not been at any time during the five-year testing period, a United States real property holding corporation.

Taxation of Redemption Treated as a Distribution. If a redemption of a Non-U.S. Holder’s DCRN Class A Common Stock is not treated as a sale of such DCRN Class A Common Stock , the Non-U.S. Holder will generally be treated as receiving a distribution of cash from DCRN, as discussed above. Subject to the withholding requirements under FATCA (as defined below) and other than with respect to effectively connected dividends, each of which is discussed below, any portion of such distribution treated as a dividend paid to a Non-U.S. Holder on the DCRN Class A Common Stock generally will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the dividend (unless an applicable income tax treaty provides for a lower rate). To receive the benefit of a reduced treaty rate, a Non-U.S. Holder must provide the applicable withholding agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate. Because DCRN generally cannot determine at the time it makes a distribution whether or not the distribution will exceed its current and accumulated earnings and profits, DCRN normally will withhold tax on the entire amount of any distribution at the 30% rate (subject to reduction by an applicable income tax treaty). However, some or all of any amounts thus withheld may be refundable to the Non-U.S. Holder if it is subsequently determined that such distribution was, in fact, in excess of DCRN’s current and accumulated earnings and profits.

 

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Dividends paid to a Non-U.S. Holder that are effectively connected with a trade or business conducted by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons. Such effectively connected dividends will not be subject to U.S. withholding tax if the Non-U.S. Holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Any portion of such distribution that is treated as gain realized on the sale of the DCRN Class A Common Stock (i.e., the portion not constituting a dividend or a return of capital) will be treated as described under the section “Material U.S. Federal Income Tax Considerations for Holders in Respect of the Redemption of DCRN Class A Common Stock—Considerations for Non-U.S. Holders—Gain on Redemption Treated as a Sale of DCRN Class A Common Stock.”

The rules governing the U.S. federal income tax treatment of redemptions are complex, and the determination of whether a redemption will be treated as a sale of DCRN Class A Common Stock or as a distribution with respect to such stock is made on a holder-by-holder basis. As a result, a withholding agent may require a Non-U.S. Holder to provide certain information regarding its ownership in order to determine whether the redemption proceeds should be treated as sale proceeds or as a distribution subject to withholding. Non-U.S. Holders of DCRN Class A Common Stock considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors as to whether the redemption of their DCRN Class A Common Stock will be treated as a sale or as a distribution under the Code and any resultant tax consequences.

Information Reporting and Backup Withholding. Any amounts paid to a Non-U.S. Holder that are treated as dividends must be reported annually to the IRS and to the Non-U.S. Holder. Copies of these information returns may be made available to the tax authorities in the country in which the Non-U.S. Holder resides or is established. Such amounts generally will not be subject to backup withholding if the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form).

Amounts paid to a Non-U.S. Holder that are treated as the proceeds of the sale or other disposition by the Non-U.S. Holder of DCRN Class A Common Stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of DCRN Class A Common Stock effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the Non-U.S. Holder is not a United States person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of DCRN Class A Common Stock effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

 

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Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code and the U.S. Treasury regulations and administrative guidance issued thereunder (“FATCA”) impose a 30% withholding tax on any amounts treated as dividends paid on DCRN Class A Common Stock, and subject to proposed U.S. Treasury regulations discussed below, on amounts treated as proceeds from a disposition of DCRN Class A Common Stock, if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E), or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes. While gross proceeds from a sale or other disposition of DCRN Securities paid after January 1, 2019 would have originally been subject to withholding under FATCA, proposed U.S. Treasury regulations provide that such payments of gross proceeds do not constitute withholdable payments. Taxpayers may generally rely on these proposed U.S. Treasury regulations until they are revoked or final U.S. Treasury regulations are issued. Holders are encouraged to consult with and rely solely upon their own tax advisors regarding the effects of FATCA on a redemption of their DCRN Class A Common Stock.

HOLDERS OF DCRN CLASS A COMMON STOCK CONTEMPLATING THE EXERCISE OF THEIR REDEMPTION RIGHTS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR TAX ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF SUCH A REDEMPTION, INCLUDING THE EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S., OR OTHER TAX LAWS.

Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants

Tax Residence of NewCo for U.S. Federal Income Tax Purposes

A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, NewCo, which is organized under the laws of Australia, would be treated as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule, under which a non-U.S. organized entity might, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and guidance regarding their application is unclear and incomplete.

As relevant to the Business Combination, under Section 7874 of the Code, an entity that is treated as a corporation for U.S. federal income tax purposes and organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if the following conditions are met: (i) the non-U.S. corporation, directly or indirectly, acquires substantially all of the properties held directly or indirectly by a U.S. corporation (including through the acquisition of all of the outstanding shares of the U.S. corporation), and (ii) after the acquisition, the former stockholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the shares of the non-U.S. acquiring corporation by reason of

 

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holding shares in the U.S. acquired corporation (taking into account the receipt of the non-U.S. corporation’s shares in exchange for the U.S. corporation’s shares) as determined for purposes of Section 7874 of the Code (the “Ownership Test”), unless, however, (iii) the non-U.S. corporation’s “expanded affiliated group” has “substantial business activities” in the non-U.S. corporation’s country of organization or incorporation (and tax residence) relative to the expanded affiliated group’s worldwide activities (the “Substantial Business Activities Exception”).

Pursuant to the Business Combination, NewCo will acquire all of the outstanding shares of DCRN Class A Common Stock. As a result, the determination of whether NewCo will be treated as a U.S. corporation for U.S. federal income tax purposes will depend on whether NewCo satisfies the Ownership Test and, if it does, whether it satisfies the Substantial Business Activities Exception. If DCRN stockholders hold less than 80% (by both vote and value) of the NewCo Ordinary Shares following the Business Combination (as determined by taking into account a number of complex adjustments required under Section 7874 of the Code), the Ownership Test will not be satisfied, and NewCo will not be treated as U.S. corporation for U.S. federal income tax purposes, regardless of whether the Substantial Business Activities Exception is satisfied. In order for NewCo to satisfy the Substantial Business Activities Exception, at least 25% of the employees (by headcount and compensation), real and tangible assets, and gross income of NewCo’s expanded affiliated group must be based, located, and derived, respectively, in the country in which NewCo is a tax resident after the consummation of the Business Combination (i.e., Australia).

Based upon the terms of the Business Combination, the rules for determining share ownership under Section 7874 of the Code and the U.S. Treasury regulations promulgated thereunder, and certain factual assumptions, NewCo expects that, after consummation of the Business Combination, former holders of DCRN Class A Common Stock will hold less than 80% (by both vote and value) of the NewCo Ordinary Shares by reason of holding DCRN Class A Common Stock as determined for purposes of Section 7874 of the Code. In addition, NewCo believes it might satisfy the Substantial Business Activities Exception. Accordingly, NewCo does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes, and NewCo intends to take this position on its tax returns. However, NewCo has not sought and will not seek any rulings from the IRS or any opinion from any tax advisor as to such tax treatment, and the closing of the Business Combination is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regards to, any particular tax treatment. Further, there can be no assurance that your or NewCo’s tax advisors, the IRS, or a court will agree with the position that NewCo is not treated as a U.S. corporation pursuant to Section 7874 of the Code. NewCo is not representing to you that NewCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The rules for determining whether a non-U.S. corporation is treated as a U.S. corporation for U.S. federal income tax purposes are complex, unclear, and the subject of ongoing regulatory change. NewCo’s intended position is not free from doubt. Further, the application of such rules must be finally determined after completion of the Business Combination, by which time there could be adverse changes to the relevant facts, law, and other circumstances. For example, President Biden’s Made in America tax plan, if enacted, would increase the risk that NewCo would be treated as a U.S. corporation by expanding the scope of such rules to capture more transactions.

If NewCo were to be treated as a U.S. corporation for U.S. federal income tax purposes, this could result in a number of negative tax consequences for NewCo and Holders of NewCo Securities. For example, NewCo would be subject to U.S. federal income tax on its worldwide income and, as a result, could be subject to substantial liabilities for additional U.S. income taxes. Moreover, the gross amount of any dividend payments to NewCo’s Non-U.S. Holders could be subject to 30% U.S. withholding tax (depending on the application of any income tax treaty that might apply to reduce the withholding tax), and the ability of NewCo’s U.S. Holders to credit any Australian taxes imposed on them may be materially limited. Holders should consult with, and rely solely upon, their own tax advisors regarding the application of the rules described above and any resultant tax consequences.

Consistent with NewCo’s intended reporting position, the remainder of this discussion assumes that NewCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. However, NewCo is not representing to you that NewCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

 

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Tax Characterization of the Merger

The following discussion under the heading “—Tax Characterization of Merger” insofar as such discussion constitutes statements of U.S. federal income tax law as to the treatment of Merger as a reorganization within the meaning of Section 368(a) of the Code and, together with the Share Transfer, a transaction described in Section 351 of the Code (including that it is not excluded from the application of such provisions pursuant to Section 367 of the Code), constitutes the opinion of Vinson & Elkins L.L.P., legal counsel to DCRN.

It is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code and the Merger and the Share Transfer together be treated as a transaction described in Section 351 of the Code (the “Intended Tax Treatment”). In the Business Combination Agreement, each of DCRN, NewCo, Tritium, and Merger Sub agrees to report and file all applicable U.S. income Tax Returns consistent with the Intended Tax Treatment (including, if applicable, attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of the Closing), except as otherwise required by Law. Consistent with the Business Combination Agreement, each of NewCo and DCRN currently expects to file its tax returns consistent with the Intended Tax Treatment.

Based upon customary representations made by DCRN and NewCo in customary tax representation letters delivered by such parties, customary assumptions (including an assumption regarding the percentage of DCRN stockholders that will exercise their redemption rights), and certain covenants and undertakings of DCRN and NewCo pursuant to the Business Combination Agreement, Vinson & Elkins L.L.P., DCRN’s tax counsel, is currently of the opinion that the Merger more likely than not qualifies as a reorganization within the meaning of Section 368(a) of the Code and the Merger and the Share Transfer together more likely than not will be treated as a transaction described in Section 351 of the Code (including that it is not excluded from the application of such provisions pursuant to Section 367 of the Code).

However, due to the absence of clear and complete guidance regarding certain requirements that must be satisfied for the Merger to qualify for the Intended Tax Treatment, such treatment is not free from doubt. There is significant uncertainty as to whether the exchange of DCRN Class A Common Stock and DCRN warrants for NewCo Ordinary Shares and NewCo Warrants in the Merger would qualify for non-recognition treatment for U.S. federal income tax purposes, and as a result, there is significant risk that Holders of DCRN Securities could be subject to tax in respect of the Merger even if the Merger and the Share Transfer together satisfy the requirements of Section 351 of the Code. One of the requirements that must be satisfied for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code is the continuity of business enterprise requirement, which generally requires the acquiring corporation (here, NewCo) to either continue the historic business of the target (here, DCRN) or use a significant portion of the target’s historic business assets in a business. Due to the absence of clear and complete guidance on how this requirement of Section 368(a) of the Code applies in the case of a corporation holding only cash and investment-type assets, such as DCRN, this analysis in the context of the Merger is subject to significant uncertainty. The IRS has indicated that the application of the continuity of business enterprise requirement in such circumstances is currently under consideration, and there can be no assurance as to whether the IRS will come to a favorable conclusion on this point. In addition, there are uncertainties related to the treatment and amount of redemptions that are considered to occur in connection with the Merger, and as a result, the opinion of Vinson & Elkins, L.L.P. is conditioned upon assumptions with respect to such redemptions. Further, the qualification of the Merger and the Share Transfer together as a transaction described in Section 351 of the Code may be dependent on actions taken in connection with the Business Combination by persons outside of NewCo’s control, such as the stockholders of DCRN, Tritium and NewCo. Accordingly, no assurance can be given that your or NewCo’s tax advisors will agree with the Intended Tax Treatment or that the IRS would not assert, or that a court would not sustain, a contrary position.

Further, the application of Sections 368(a), 351, and 367 of the Code must be finally determined after completion of the Merger, by which time there could be adverse changes to the relevant facts, law, and other

 

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circumstances. Neither NewCo nor DCRN has sought or will seek any rulings from the IRS as to such tax treatment, and the Closing is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regards to, any particular tax treatment. Thus, the intended reporting position of NewCo and DCRN described herein is not free from doubt.

In light of the significant uncertainty regarding the tax treatment of the Merger, you are strongly urged to consult with, and rely solely upon, your tax advisors to determine the particular U.S. federal, state, local, or foreign income or other tax consequences of the Merger to you.

Consequences of the Intended Tax Treatment. If the Merger both qualifies as a reorganization within the meaning of Section 368(a) of the Code and, together with the Share Transfer, qualifies as a transaction described in Section 351 of the Code, a Holder that exchanges DCRN Class A Common Stock for NewCo Ordinary Shares and/or DCRN warrants for NewCo Warrants generally should not recognize gain or loss for U.S. federal income tax purposes, subject to the discussion above under the section entitled “Material U.S. Federal Income Tax Considerations for Holders in Respect of the Redemption of DCRN Class A Common Stock—Effect of the Merger on Treatment of a Redemption” with respect to Holders that elect to redeem DCRN Class A Common Stock, and the discussion below under the section entitled “—Considerations for U.S. Holders—Taxation under Section 367(a) of the Code and Five-Percent Transferee Shareholders” for U.S. Holders. The aggregate tax basis for U.S. federal income tax purposes of the NewCo Ordinary Shares and/or NewCo Warrants received by such Holder in the Merger should be the same as the aggregate adjusted tax basis of the shares of DCRN Class A Common Stock and/or DCRN warrants surrendered in exchange therefor. The holding period of the NewCo Ordinary Shares and/or NewCo Warrants received in the Merger by such Holder should include the period during which the shares of DCRN Class A Common Stock and/or NewCo Warrants exchanged therefor were held by such Holder.

Consequences if the Merger Qualifies as a Reorganization within the Meaning of Section 368(a) of the Code But Not as a Transaction Described in Section 351 of the Code. If the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, but not as a transaction described in Section 351 of the Code, the consequences to Holders would generally be the same as described above under the section entitled “—Consequences of the Intended Tax Treatment.”

Consequences if the Merger Qualifies as a Transaction Described in Section 351 of the Code but not a Reorganization within the Meaning of Section 368(a) of the Code. If the Merger qualifies as a transaction described in Section 351 of the Code, but not as a reorganization within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to a Holder would depend on the NewCo Securities that the Holder receives in the Merger. In such a case, a Holder that exchanges only DCRN Class A Common Stock for NewCo Ordinary Shares would generally be the same as described above under the section entitled “—Consequences of the Intended Tax Treatment.”

In such a case, a Holder that exchanges only DCRN warrants for NewCo Warrants would recognize gain or loss for U.S. federal income tax purposes upon such exchange equal to the difference between the fair market value of the NewCo Warrants received and such Holder’s adjusted tax basis in the DCRN warrants exchanged. The Holder’s tax basis in the NewCo Warrants received in the Merger would equal the fair market value of such warrants, and the Holder’s holding period in its NewCo Warrants would begin on the day after the Merger.

In such a case, a Holder that exchanges both DCRN Class A Common Stock and DCRN warrants for NewCo Ordinary Shares and NewCo Warrants, respectively, would recognize gain (if any) for U.S. federal income tax purposes with respect to each share of DCRN Class A Common Stock and each DCRN warrant held immediately prior to the Merger in an amount equal to the lesser of  (i) the excess (if any) of the fair market value of the NewCo Ordinary Shares and NewCo Warrants deemed received in exchange for such share of DCRN Class A Common Stock or DCRN warrant, as described below, over such Holder’s tax basis in the DCRN share or warrant exchanged therefor or (ii) the fair market value of the NewCo Warrants deemed received in

 

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exchange for such share of DCRN Class A Common Stock or DCRN warrant. To determine the amount of gain, if any, that such Holder would recognize, the Holder must compute the amount of gain or loss realized as a result of the Merger on a share-by-share and warrant-by-warrant basis by allocating the aggregate fair market value of  (i) the NewCo Ordinary Shares received by such Holder and (ii) the NewCo Warrants held by such Holder as a result of the Merger among the shares of DCRN Class A Common Stock and DCRN warrants held by such Holder immediately prior to the Merger in proportion to their respective fair market values. Any loss realized by the Holder would not be recognized.

Consequences if the Merger Qualifies Neither as a Reorganization within the Meaning of Section 368(a) of the Code nor as a Transaction Described in Section 351 of the Code. If the Merger qualifies neither as a reorganization within the meaning of Section 368(a) of the Code nor as a transaction described in Section 351 of the Code, a Holder that exchanges DCRN Securities for NewCo Securities would recognize gain or loss for U.S. federal income tax purposes upon such exchange equal to the difference between the fair market value of the NewCo Securities received and such Holder’s adjusted tax basis in the DCRN Securities exchanged. The Holder’s tax basis in the NewCo Securities received in the Merger would equal the fair market value of such NewCo Securities, and the Holder’s holding period in its NewCo Securities would begin on the day after the Merger.

Considerations for U.S. Holders

This section applies to you if you are a U.S. Holder of DCRN Securities.

Treatment of Gain or Loss Recognized, if Any, as a Result of the Merger. If gain or loss is recognized by a Non-U.S. Holder upon an exchange of DCRN Securities for NewCo Securities in the Merger, such gain or loss generally would be long-term capital gain or loss if the U.S. Holder’s holding period for the DCRN Securities exchanged exceeds one year. It is unclear, however, whether the redemption rights with respect to the DCRN Class A Common Stock described in this proxy statement/prospectus may be deemed to be a limitation of a stockholder’s risk of loss and suspend the running of the applicable holding period of such stock for this purpose. If the one-year holding period is not satisfied, any gain would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Taxation under Section 367(a) of the Code and Five-Percent Transferee Shareholders. Section 367(a) of the Code and the applicable U.S. Treasury regulations promulgated thereunder provide that when a U.S. Holder exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. corporation in a transaction that would otherwise qualify for non-recognition treatment under the Code, the exchange is generally not treated as a non-recognition transaction with respect to such U.S. Holder unless certain additional requirements are met. Such requirements would be satisfied if: (i) 50% or less (by vote and value) of the NewCo Ordinary Shares is received in the Business Combination, in the aggregate, by U.S. Holders of DCRN Class A Common Stock, (ii) 50% or less (by vote and value) of the NewCo Ordinary Shares are owned, in the aggregate, immediately after the consummation of the Business Combination by U.S. Holders that are either officers or directors of DCRN or five-percent U.S. stockholders of DCRN, (iii) in the case of a five-percent U.S. shareholder, a “gain recognition agreement” is filed as further described below, and (iv) NewCo satisfies a 36-month active trade or business test outside the United States and has a fair market value equal to or greater than DCRN. If these additional requirements are not met, a U.S. Holder would be required to recognize any gain, but would not recognize any loss, realized on the exchange. NewCo and DCRN intend to take the position that the Business Combination satisfies such requirements, and subject to the representations and assumptions described above, it is the opinion of Vinson & Elkins, L.L.P., that such requirements are more likely than not satisfied. However, the determination of whether these requirements have been satisfied is complex and dependent upon a number of factual determinations which may not be known at the completion of the Business Combination and which may be subject to change, including the application of complex constructive ownership rules. Neither NewCo nor DCRN has sought or will seek any rulings from the IRS as to such position, and the

 

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Closing is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regards to, the application of Section 367(a) of the Code to the Merger. Accordingly, the application of Section 367(a) of the Code to the Merger is not free from doubt, and there can be no assurance that your or NewCo’s tax advisors, the IRS, or a court will agree with the position that the additional requirements under Section 367(a) of the Code have been satisfied. If such requirements are satisfied, the application of Section 367(a) of the Code would not prevent a U.S. Holder of DCRN Securities from obtaining non-recognition treatment with respect to its exchange of DCRN Securities for NewCo Securities in the Merger, subject to the discussion below regarding “five-percent transferee shareholders.”

A U.S. Holder that is a “five-percent transferee shareholder,” as defined in the applicable U.S. Treasury regulations under Section 367(a) of the Code, with respect to NewCo after the consummation of the Business Combination will qualify for non-recognition treatment with respect to any gain in the DCRN Securities exchanged by such U.S. Holder in the Merger only if, among other things, such U.S. Holder files a “gain recognition agreement,” as defined in the U.S. Treasury regulations (a “GRA”), with the IRS. Actions taken by NewCo and DCRN during the term of the GRA (generally lasting until the end of the fifth full taxable year following the close of the taxable year during which the GRA is entered into), including dispositions of the stock of DCRN or its assets, could result in partial or full recognition of the gain subject to the GRA. Any U.S. Holder of DCRN Securities who will be a “five-percent transferee shareholder” with respect to NewCo after the consummation of the Business Combination is urged to consult with, and rely solely upon, their tax advisors concerning the decision to file a GRA, the procedures to be followed in connection with that filing, and the circumstances that might give rise to recognition of gain subject to the GRA.

Information Reporting and Backup Withholding. Amounts received by a U.S. Holder as a result of the Merger may be subject, under certain circumstances, to information reporting and backup withholding. Information reporting requirements generally will not apply, however, to a U.S. Holder that is an exempt recipient and certifies to its exempt status. Backup withholding may apply to such amounts if the U.S. Holder fails to provide a taxpayer identification number or a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including stock, securities, or cash) to NewCo. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. An interest in NewCo constitutes a specified foreign financial asset for these purposes. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. U.S. Holders are urged to consult with, and rely solely upon, their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in NewCo Ordinary Shares and NewCo Warrants.

Considerations for Non-U.S. Holders

This section applies to you if you are a Non-U.S. Holder of DCRN Securities.

Treatment of Gain Recognized, if Any, as a Result of the Merger. If gain is recognized by a Non-U.S. Holder upon an exchange of DCRN Securities for NewCo Securities in the Merger, subject to the discussion below

 

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under “—Considerations for Non-U.S. Holders—Information Reporting and Backup Withholding,” the Non-U.S. Holder generally would not be subject to U.S. federal income tax on any gain realized upon such exchange unless:

 

  

the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

 

  

such gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is treated as attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); or

 

  

the DCRN Securities constitute United States real property interests by reason of DCRN’s status, at any time during the shorter of the five-year period ending on the date of the redemption or the period that the Non-U.S. Holder held DCRN Securities, as a USRPHC for U.S. federal income tax purposes and, as a result, such gain is treated as effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States.

A Non-U.S. Holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.

A Non-U.S. Holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above, generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons unless an applicable income tax treaty provides otherwise. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as provided under an applicable income tax treaty). Generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, DCRN believes that it currently is not, and has not been at any time during the five-year testing period, a United States real property holding corporation.

Information Reporting and Backup Withholding. Amounts paid to a Non-U.S. Holder that are treated as the proceeds of the sale or other disposition by the Non-U.S. Holder of DCRN Class A Common Stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of DCRN Securities effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the Non-U.S. Holder is not a United States person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of DCRN Securities effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

HOLDERS OF DCRN SECURITIES SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR TAX ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF

 

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THE MERGER, INCLUDING THE EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S., OR OTHER TAX LAWS.

Material U.S. Federal Income Tax Considerations for Holders with Respect to the Ownership and Disposition of NewCo Ordinary Shares or NewCo Warrants

Tax Residence of NewCo for U.S. Federal Income Tax Purposes

Consistent with NewCo’s intended reporting position as described above under the section entitled “—Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants—Tax Residence of NewCo for U.S. Federal Income Tax Purposes,” the following discussion assumes that NewCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. However, NewCo is not representing to you that NewCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Considerations for U.S. Holders

This section applies to you if you are a U.S. Holder of NewCo Securities.

Passive Foreign Investment Company Rules. Adverse and burdensome U.S. federal income tax rules and consequences apply to U.S. Holders that hold shares in a non-U.S. corporation classified as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes. In general, NewCo would be treated as a PFIC with respect to a particular U.S. Holder in any taxable year in which, after applying certain look-through rules, either:

 

 i.

at least 75% of its gross income for such taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, consists of passive income (which generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets); or

 

 ii.

at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which NewCo is considered to own at least 25% of the shares by value, produce or are held for the production of passive income.

NewCo expects to take the position that it is not a PFIC for the taxable year of the Business Combination, but such position will not be free from doubt. The determination as to whether NewCo satisfies either or both of the PFIC tests for the taxable year of the Business Combination will depend on, among other things, the timing of the Business Combination and the amount of NewCo’s passive income and assets in the year of the Business Combination. NewCo’s PFIC status for the taxable year of the Business Combination or any subsequent taxable year will not be determinable until after the end of such taxable year, and NewCo cannot assure you that it will not be a PFIC in the taxable year of the Business Combination or in any future taxable year. If NewCo were later determined to be a PFIC, you may be unable to make certain advantageous elections with respect to your ownership of NewCo Securities that would mitigate the adverse consequences of NewCo’s PFIC status, or making such elections retroactively could have adverse tax consequences to you. NewCo has not sought and will not seek any rulings from the IRS or any opinion from any tax advisor as to such tax treatment, and the closing of the Business Combination is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisors in regards to, any particular tax treatment. NewCo will not obtain an opinion regarding its treatment as a PFIC prior to the closing of the Business Combination, and there can be no assurance that such an opinion could be obtained or, if obtained, would be provided at the desired level of certainty in the future. Moreover, regardless of whether NewCo could obtain an opinion with respect to its status as a PFIC, there can be no assurance that your tax advisors will agree with that position or that the IRS would not assert, or that a

 

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court would not sustain, a contrary position. Thus, the intended reporting position of NewCo described herein is not free from doubt. NewCo is not representing to you that NewCo will not be treated as a PFIC for the taxable year of the Business Combination or in any future taxable years.

Consistent with NewCo’s intended reporting position, the remainder of this discussion assumes that NewCo will not be treated as a PFIC in the taxable year of the Business Combination or any subsequent taxable year.

THE PFIC RULES ARE COMPLEX AND UNCERTAIN. HOLDERS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR TAX ADVISORS TO DETERMINE THE APPLICATION OF THE PFIC RULES TO THEM AND ANY RESULTANT TAX CONSEQUENCES.

Tax Characterization of Distributions with Respect to NewCo Ordinary Shares. If NewCo pays a distribution in cash or other property to U.S. Holders of NewCo Ordinary Shares, such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its NewCo Ordinary Shares. Any remaining excess will be treated as gain realized on the sale of NewCo Ordinary Shares and will be treated as in the section entitled “Gain or Loss on Sale or Other Taxable Exchange or Disposition of NewCo Ordinary Shares or NewCo Warrants.”

Possible Constructive Distributions with Respect to NewCo Warrants. The terms of the NewCo Warrants provide for an adjustment to the number of NewCo Ordinary Shares for which NewCo Warrants may be exercised or to the exercise price of the NewCo Warrants in certain events, as discussed in the section of this proxy statement/prospectus entitled “Description of NewCo Securities—NewCo Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the NewCo Warrants would, however, be treated as receiving a constructive distribution from NewCo if, for example, the adjustment increases the warrantholders’ proportionate interest in NewCo’s assets or earnings and profits (e.g., through an increase in the number of NewCo Ordinary Shares that would be obtained upon exercise or through a decrease in the exercise price of the NewCo Warrant) as a result of a distribution of cash or other property, such as other securities, to the holders of NewCo Ordinary Shares, or as a result of the issuance of a stock dividend to holders of NewCo Ordinary Shares, in each case, which is taxable to the holders of such shares as a distribution. Any such constructive distribution would be treated in the same manner as if the U.S. Holders of the NewCo Warrants received a cash distribution from NewCo equal to the fair market value of such increased proportionate interest, as described in the section entitled “Tax Characterization of Distributions with Respect to NewCo Ordinary Shares.” For certain information reporting purposes, NewCo is required to determine the date and amount of any such constructive distributions. Proposed U.S. Treasury regulations, which NewCo may rely on prior to the issuance of final regulations, specify how the date and amount of any such constructive distributions are determined.

Distributions Treated as Dividends. Dividends paid by NewCo will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Dividends NewCo pays to a non-corporate U.S. Holder generally will constitute a “qualified dividend” that will be subject to U.S. federal income tax at the maximum tax rate accorded to long-term capital gains if NewCo Ordinary Shares are readily tradable on an established securities market in the United States and certain holding period and other requirements are met, including that NewCo is not classified as a PFIC during the taxable year in which the dividend is paid or a preceding taxable year. If such requirements are not satisfied, a non-corporate U.S. Holder may be subject to tax on the dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income. U.S. Holders should consult with, and rely solely upon, their tax advisors regarding the availability of the lower preferential rate for qualified dividend income for any dividends paid with respect to NewCo Ordinary Shares.

Gain or Loss on Sale or Other Taxable Exchange or Disposition of NewCo Ordinary Shares or NewCo Warrants. Upon a sale or other taxable exchange or disposition of NewCo Ordinary Shares or NewCo Warrants,

 

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a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such exchange or disposition and (ii) the U.S. Holder’s adjusted tax basis in its NewCo Ordinary Shares and NewCo Warrants so disposed of. A U.S. Holder’s adjusted tax basis in its NewCo Ordinary Shares and NewCo Warrants generally will equal the U.S. Holder’s acquisition cost (that is, the acquisition cost of a NewCo Ordinary Share, or as discussed below, the U.S. Holder’s initial basis for NewCo Ordinary Shares received upon exercise of NewCo Warrants), less, in the case of a NewCo Ordinary Share, any prior distributions paid to such U.S. Holder that were treated as a return of capital for U.S. federal income tax purposes.

Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder held the NewCo Ordinary Shares or NewCo Warrants so disposed of (as applicable) for more than one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. In addition, the deductibility of capital losses is subject to limitations.

Cash Exercise of a NewCo Warrant. Except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss on the acquisition of NewCo Ordinary Shares upon the exercise of a NewCo Warrant in exchange for the cash exercise price. The U.S. Holder’s tax basis in NewCo Ordinary Shares received upon exercise of a NewCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s initial investment in the NewCo Warrant (i.e., for NewCo Warrants acquired as part of a unit, the portion of the U.S. Holder’s purchase price for such unit that is allocable to the NewCo Warrant) and the exercise price of such NewCo Warrant. It is unclear whether a U.S. Holder’s holding period for the NewCo Ordinary Shares received upon exercise of the NewCo Warrant will commence on the date of exercise of the NewCo Warrant or the immediately following date. In either case, the holding period will not include the period during which the U.S. Holder held the NewCo Warrant.

Cashless Exercise or Redemption of a NewCo Warrant. The tax consequences of a cashless exercise or cashless redemption (collectively referred to herein as a “cashless exchange”) of a NewCo Warrant are not clear under current tax law. A cashless exchange may be tax-free, either because the exchange is not treated as a realization event or, if it is treated as a realization event, because the exchange is treated as a “recapitalization” for U.S. federal income tax purposes. If, however, the cashless exchange was treated as a realization event other than a recapitalization, the exchange could be taxable in whole or in part. Due to the absence of authority on the U.S. federal income tax treatment of a cashless exchange, there can be no assurance as to which, if any, of the alternative tax consequences and holding periods described herein would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult with, and rely solely upon, their tax advisors regarding the tax consequences of a cashless exchange.

NewCo intends to treat any cashless exercise of a NewCo Warrant occurring after its giving notice of an intention to redeem the NewCo Warrant for cash as described in the section entitled “Description of NewCo Securities—NewCo Warrants” as if NewCo redeemed such NewCo Warrant for shares in a cashless redemption qualifying as a recapitalization. In such case, a U.S. Holder would not recognize any gain or loss on the redemption of NewCo Warrants for NewCo Ordinary Shares. A U.S. Holder’s aggregate tax basis in the NewCo Ordinary Shares received in the redemption would equal the U.S. Holder’s aggregate tax basis in the NewCo Warrants redeemed, and the holding period for the NewCo Ordinary Shares received in redemption of the NewCo Warrants would include the U.S. Holder’s holding period for the redeemed NewCo Warrants. Alternatively, if the cashless exercise were treated as a cashless redemption that was not treated as a realization event, a U.S. Holder’s basis in the NewCo Ordinary Shares received would generally equal the holder’s basis in the NewCo Warrants, and it is unclear whether a U.S. Holder’s holding period in the NewCo Ordinary Shares would be treated as commencing on the date of exchange of the NewCo Warrants or on the immediately following date. In either case, the holding period would not include the period during which the U.S. Holder held the NewCo Warrants.

However, if the cashless exercise of a NewCo Warrant were instead to be characterized for U.S. federal income tax purposes as an exercise of the NewCo Warrant, such exercise could be characterized as either a

 

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realization event that is not a recapitalization or as not a realization event (as discussed in the immediately preceding paragraph). If treated as a realization event that is not a recapitalization, such a cashless exercise could be treated in whole or in part as a taxable exchange in which gain or loss would be recognized. For example, a portion of the NewCo Warrants to be exercised on a cashless basis could, for U.S. federal income tax purposes, be deemed to have been surrendered in payment of the exercise price of the remaining portion of such warrants, which would be deemed to be exercised. For this purpose, a U.S. Holder would be deemed to have surrendered a number of NewCo Warrants having an aggregate value equal to the exercise price of the number of NewCo Warrants deemed exercised. The U.S. Holder would recognize capital gain or loss in an amount generally equal to the difference between (i) the exercise price of the NewCo Warrants deemed exercised and (ii) the U.S. Holder’s tax basis in the NewCo Warrants deemed surrendered. In such case, a U.S. Holder’s tax basis in the NewCo Ordinary Shares received would generally equal the sum of the U.S. Holder’s tax basis in the NewCo Warrants deemed exercised and the exercise price of the NewCo Warrants deemed exercised. It is unclear whether a U.S. Holder’s holding period for the NewCo Ordinary Shares would commence on the date of exercise of the NewCo Warrants or on the immediately following date. In either case, the holding period would not include the period during which the U.S. Holder held the NewCo Warrants.

Redemption or Repurchase of NewCo Warrants for Cash. If NewCo redeems NewCo Warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled “Description of NewCo Securities—NewCo Warrants” or if NewCo purchases NewCo Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above in the section entitled “—Gain or Loss on Sale or Other Taxable Exchange or Disposition of NewCo Ordinary Shares or NewCo Warrants.”

Expiration of a NewCo Warrant. If a NewCo Warrant is allowed to expire unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the NewCo Warrant. In addition, the deductibility of capital losses is subject to certain limitations.

Information Reporting and Backup Withholding. Dividends with respect to NewCo Ordinary Shares and proceeds from the sale, exchange, or redemption of NewCo Securities may be subject, under certain circumstances, to information reporting and backup withholding. Backup withholding will not apply, however, to a U.S. Holder that (i) is a corporation or entity that is otherwise exempt from backup withholding (which, when required, certifies as to its exempt status) or (ii) furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including stock, securities, or cash) to NewCo. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. An interest in NewCo constitutes a specified foreign financial asset for these purposes. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. U.S. Holders are urged to consult with, and rely solely upon, their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in NewCo Ordinary Shares and NewCo Warrants.

 

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Considerations for Non-U.S. Holders

Non-U.S. Holders generally will not be subject to U.S. federal income tax in respect of their ownership of NewCo Securities. Under certain circumstances, a Non-U.S. Holder may be subject to U.S. federal income tax in respect of such ownership, which circumstances include, but are not limited to, Non-U.S. Holders recognizing income from their ownership of NewCo Securities that is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) and the treatment of NewCo as a U.S. corporation for U.S. federal income tax purposes. As indicated above, NewCo does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes, and NewCo intends to take this position on its tax returns. Therefore, this disclosure does not address U.S. federal income tax considerations for Non-U.S. Holders in respect of their ownership of NewCo Securities. Non-U.S. Holders should consult with, and rely solely upon, their tax advisors to determine whether their ownership of NewCo Securities will be subject to U.S. federal income tax and any resultant tax consequences.

THE FOREGOING DISCUSSION IS NOT TAX ADVICE OR A COMPREHENSIVE DISCUSSION OF ALL U.S. FEDERAL INCOME TAX CONSEQUENCES TO THE HOLDERS OF DCRN SECURITIES OR NEWCO SECURITIES. SUCH HOLDERS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR OWN TAX ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION AND OF OWNING NEWCO SECURITIES FOLLOWING THE COMPLETION OF THE BUSINESS COMBINATION, INCLUDING THE EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S., OR OTHER TAX LAWS.

 

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MATERIAL AUSTRALIAN TAX CONSIDERATIONS

This section below provides a general summary of the Australian tax considerations generally applicable to Australian resident and non-Australian resident shareholders of NewCo with respect to the ownership and disposition of NewCo Ordinary Shares.

The comments in this section deal only with the Australian taxation implications of the ownership and disposition of NewCo Ordinary Shares if you hold your NewCo Ordinary Shares as investments on capital account.

These comments do not apply to you if you:

 

  

hold your securities as revenue assets or trading stock (which will generally be the case if you are a bank, insurance company or carry on a business of share trading); or

 

  

are assessed on gains and losses on the securities under the taxation of financial arrangements “TOFA“ provisions in Division 230 of the Income Tax Assessment Act 1997.

The Australian taxation implications of holding and disposing of shares in NewCo will vary depending upon your particular circumstances. Accordingly, it should not be relied upon as taxation advice and you should seek and rely upon your own professional advice before concluding on the particular taxation treatment that will apply to you. Furthermore, the discussion below is based upon the Australian income tax laws, applicable case law, regulations and published rulings, determinations and statement of administrative practice of the Australian Taxation Office as at the date of this filing. During the period of ownership of the NewCo Ordinary Shares by NewCo Shareholders, the taxation laws of Australia, or their interpretation, may change (possibly with retroactive effect).

Tritium, Tritium Australia and NewCo and their officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

This taxation summary is necessarily general in nature and is not exhaustive of all Australian tax consequences that could apply in all circumstances for NewCo shareholders. It is strongly recommended that each NewCo shareholder seek their own independent professional tax advice applicable to their particular circumstances.

This summary does not constitute financial product advice as defined in the Corporations Act. This summary is confined to certain taxation matters, based on the relevant Australian tax laws in force, established interpretations of that law and understanding of the practice of the relevant tax authority at the date of this summary. This summary does not take into account the tax laws of countries other than Australia.

Australian Resident Shareholders

This section applies to NewCo shareholders who are residents of Australia for income tax purposes and hold their shares as investments on capital account.

Taxation in respect of dividends on NewCo Ordinary Shares

Dividends paid by NewCo on a share should constitute assessable income of an Australian tax resident shareholder. Australia has a franking system wherein dividends can be franked and the shareholder receives a franking credit which effectively represents the corporate tax paid by the company. Dividends can be “fully franked”, “partially franked” or “unfranked” and the maximum franking credit is calculated at the corporate tax rate (currently 30%).

 

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Australian resident individuals and complying superannuation entities

Australian tax resident shareholders who are individuals or complying superannuation entities should include the dividend in their assessable income in the year the dividend is paid, together with any franking credit attached to that dividend.

Subject to the comments in relation to “Qualified Persons” below, such shareholders should be entitled to a tax offset equal to the franking credit attached to the dividend. The tax offset can be applied to reduce the tax payable on the investor’s taxable income. Where the tax offset exceeds the tax payable on the investor’s taxable income, the investor should be entitled to a tax refund equal to the excess.

To the extent that the dividend is unfranked, an Australian individual shareholders will generally be taxed at their prevailing marginal rate on the dividend received (with no tax offset). Complying Australian superannuation entities will generally be taxed at the prevailing rate for complying superannuation entities on the dividend received (with no tax offset).

Corporate Shareholders

Corporate NewCo shareholders are also required to include both the dividend and the associated franking credits (if any) in their assessable income.

Subject to the comments in relation to “Qualified Persons” below, corporate NewCo shareholders should be entitled to a tax offset up to the amount of the franking credit attached to the dividend.

An Australian resident corporate NewCo shareholder should be entitled to a credit in its own franking account to the extent of the franking credits attached to the distribution received. This will allow the corporate NewCo shareholder to pass on the franking credits to its investor(s) on the subsequent payment of franked dividends.

Excess franking credits received by corporate NewCo shareholders will not give rise to a refund entitlement for a company but can be converted into carry forward tax losses instead. This is subject to specific rules on how the carry forward tax loss is calculated and utilized in future years. For completeness, this tax loss cannot be carried back under the loss carry back tax offset rules introduced in the 2020-21 Federal Budget.

Trusts and partnerships

Australian tax resident NewCo shareholders who are trustees (other than trustees of complying superannuation entities, which are dealt with above) or partnerships are also required to include any dividends and any franking credits in calculating the net income of the trust or partnership. Where a fully franked or partially franked dividend is received, an Australian resident trust beneficiary that is not under a legal disability and that is presently entitled to a share of the income of the trust estate in the relevant year of income, or the relevant partner in the partnership (as the case may be), may be entitled to a tax offset by reference to the beneficiary’s or partner’s share of the net income of the trust or partnership.

To the extent that the dividend is unfranked, an Australian trustee (other than trustees of complying superannuation entities) or partnerships, will be required to include the unfranked dividend in the net income of the trust or partnership. An Australian resident trust beneficiary that is not under a legal disability and that is presently entitled to a share of the income of the trust estate (and not acting in a capacity as trustee) in the relevant year of income, or the relevant partner in the partnership, will generally be taxed at the relevant prevailing tax rate on their share of the net income of the trust or partnership (with no tax offset).

Additional or alternative considerations may be relevant in relation to shareholders that are trustees of specific categories of trust under Australian tax law (such as managed investment trusts, AMITs, or public

 

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trading trusts). The precise tax consequences for a trustee shareholder is a complex tax issue which requires analysis based on each shareholder’s individual circumstances and the terms of the relevant trust deed. NewCo shareholders should obtain their own tax advice to determine these matters.

Qualified Persons

The benefit of franking credits can be denied where a NewCo shareholder is not a “qualified person” in which case the NewCo Shareholder will not be able to include an amount for the franking credits in their assessable income and will not be entitled to a tax offset.

Broadly, to be a qualified person, a NewCo shareholder must satisfy the holding period rule and, if necessary, the related payment rule. The holding period rule requires a NewCo shareholder to hold the shares “at risk” for at least 45 days continuously during the qualification period – starting from the day after acquisition of the shares and ending 45 days after the shares become ex-dividend – in order to qualify for franking benefits.

This holding period rule is subject to certain exceptions, including where the total franking offsets of an individual in a year of income do not exceed A$5,000.

Whether you are qualified person is a complex tax issue which requires analysis based on each shareholder’s individual circumstances. NewCo shareholders should obtain their own tax advice to determine if these requirements have been satisfied.

Capital Gains Tax (“CGT”) Implications

Disposal of shares

For Australian tax resident NewCo shareholders, who hold their NewCo Ordinary Shares on capital account, the future disposal of NewCo Ordinary Shares will give rise to a CGT event at the time which the legal and beneficial ownership of the NewCo Ordinary Shares are disposed of. NewCo shareholders will derive a capital gain on the disposal of their shares in NewCo to the extent that the capital proceeds exceed the cost base of their NewCo Ordinary Shares.

A capital loss will be made where the capital proceeds are less than the reduced cost base of their NewCo Ordinary Shares. Where a capital loss is made, capital losses can only be offset against capital gains derived in the same or later incomes years. They cannot be offset against ordinary income nor carried back to offset net capital gains arising in earlier income years. Capital losses may be carried forward to future income years subject to the satisfaction of the Australian loss testing provisions.

Capital Proceeds

The capital proceeds should be equal to any consideration received by the NewCo shareholder in respect to the disposal of their NewCo Ordinary Shares.

Cost base of NewCo Ordinary Shares

The cost base of a NewCo ordinary share will generally be equal to the cost of acquiring the NewCo ordinary share, plus any incidental costs of acquisition and disposal (i.e. brokerage costs and legal fees). However, to the extent that a roll-over was obtained in relation to the acquisition of the NewCo Ordinary Shares under the Australian scrip for scrip rules, the cost base should be equal to the inherited cost base of the pre-existing shares (i.e. the original interests).

CGT Discount

The CGT discount may apply to NewCo shareholders that are Australian tax resident individuals, complying Australian superannuation funds or trusts, who have held, or are taken to have held, their NewCo Ordinary

 

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Shares for at least 12 months (not including the date of acquisition or date of disposal) at the time of the disposal of their NewCo Ordinary Shares.

The impact of the scrip for scrip rollover provisions on the holding period should be considered at an individual shareholder level. However, it is expected that the acquisition date of the NewCo Ordinary Shares for the purposes of the CGT discount should be the acquisition date of the NewCo shareholder’s pre-existing shares.

The CGT discount is:

 

  

one-half if the NewCo shareholder is an individual or trustee: meaning only 50% of the capital gain will be included in the shareholder’s assessable income; and

 

  

one-third if the NewCo shareholder is a trustee of a complying superannuation entity: meaning only two-thirds of the capital gain will be included in the shareholder’s assessable income.

The CGT discount is not available to NewCo shareholders that are companies.

If a NewCo shareholder makes a discounted capital gain, any current year and/or carried forward capital losses will be applied to reduce the undiscounted capital gain before the relevant CGT discount is applied. The resulting amount is then included in the NewCo shareholder’s net capital gain for the income year and included in its assessable income.

The CGT discount rules relating to trusts are complex. Subject to certain requirements being satisfied, the capital gain may flow through to the beneficiaries in that trust, who will assess the eligibility for the CGT discount in their own right. Accordingly, we recommend trustees seek their own independent advice on how the CGT discount applies to the trust and its beneficiaries.

Non-Australian resident shareholders

This section applies to NewCo shareholders who are not residents of Australia for income tax purposes and hold their shares as investments on capital account.

Taxation in respect of dividends on NewCo Ordinary Shares

Non-Australian resident NewCo shareholders who do not have a permanent establishment in Australia should not be subject to Australian income tax but may be subject to Australian dividend withholding tax on their NewCo dividends.

Franked dividends

As outlined above, Australia has a franking system wherein dividends can be franked and Australian resident shareholders receive a franking credit which effectively represents the corporate tax paid by the underlying company (i.e. NewCo). Dividends can be “fully franked”, “partially franked” or “unfranked”.

Dividends received by non-Australian resident NewCo shareholders which are franked should not be subject to Australian dividend withholding tax to the extent of the franking (i.e. if the dividend if fully franked, it should not be subject to Australian dividend withholding tax at all). However, refunds of franking credits are not available to non-Australian resident shareholders.

Dividends attributable to Conduit Foreign Income

Non-Australian resident NewCo shareholders should not be subject to Australian dividend withholding tax where NewCo pays an unfranked dividend out of income which NewCo has declared to be conduit foreign

 

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income (“CFI”). Generally, CFI would include amounts received by NewCo that are attributable to dividends received from foreign subsidiaries which are treated as non-assessable non-exempt income for Australian tax purposes.

Unfranked Dividends

Non-Australian resident NewCo shareholders should generally be subject to Australian dividend withholding tax to the extent of the unfranked component of any dividends received that are not declared to be CFI. Australian dividend withholding tax is imposed at a flat rate of 30% on the amount of the dividend that is unfranked unless the NewCo shareholder is a tax resident of a country that has a double tax treaty (“DTT”) with Australia. In the event the NewCo shareholder is otherwise able to rely on the DTT, the rate of Australian dividend withholding tax may be reduced (typically to 15%), depending on the terms of the DTT.

CGT Implications

Non-Australian resident NewCo shareholders who do not have a permanent establishment in Australia should not be subject to Australian CGT.

General Australian Tax Matters

This section applies to both Australian resident and non-Australian resident NewCo shareholders.

GST

The acquisition or disposal of NewCo Ordinary Shares by a shareholder (who is registered or required to be registered for GST) will be classified as a “financial supply” for Australian GST purposes. Accordingly, Australian GST will not be payable in respect of amounts paid for the acquisition or disposal of NewCo Ordinary Shares.

No GST should be payable in respect of dividends paid to NewCo shareholders.

Subject to certain requirements, there may be a restriction on the entitlement of NewCo shareholders registered for GST to claim an input tax credit for any GST incurred on costs associated with the acquisition or disposal of NewCo Ordinary Shares (e.g. lawyer’s and accountants’ fees).

Stamp Duty

No stamp duty should be payable on the acquisition of NewCo Ordinary Shares.

 

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THE BUSINESS COMBINATION AGREEMENT AND RELATED AGREEMENTS

This section of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A hereto, as amended by the First Amendment to the Business Combination Agreement, which is attached as Annex A-1 hereto. You are urged to carefully read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination. The legal rights and obligations of the parties to the Business Combination Agreement are governed by the specific language of the Business Combination Agreement, and not this summary.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules, which are referred to herein as the Schedules,” which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. DCRN, NewCo and Tritium do not believe that the Schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about DCRN, NewCo, or Tritium or any other matter.

Closing and Effective Time of the Business Combination

The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger. The parties will hold the Closing immediately prior to such filing of a certificate of merger on the Closing Date which date will occur as promptly as practicable following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), but in no event later than three business days after the satisfaction or waiver, if permissible, of each of the conditions to the completion of the Business Combination (or on such other date, time or place as the parties may mutually agree), which will be simultaneous with the Share Transfer.

Representations and Warranties

Under the Business Combination Agreement, Tritium made customary representations and warranties relating to: organization and qualification, subsidiaries, organizational documents, capitalization, authority relative to the Business Combination Agreement, no conflict; required filings and consents, permits; compliance, financial statements, absence of certain changes or events, absence of litigation, employee benefits plans, labor and employment matters, real property; title to assets, intellectual property, taxes, environmental matters, material contracts, insurance, certain business practices, interested party transactions, Exchange Act, brokers, products liability, sexual harassment and misconduct, solvency, records and exclusivity of representations and warranties.

Under the Business Combination Agreement, DCRN made customary representations and warranties relating to: corporate organization, organizational documents, capitalization, no conflict; required filings and

 

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consents, compliance, SEC filings, financial statements; the Sarbanes-Oxley Act; absence of certain changes or events, absence of litigation, board approval; vote required, brokers, Trust Account, employees, taxes, registration and listing and DCRN’s investigation and reliance.

Under the Business Combination Agreement, NewCo and Merger Sub made customary representations