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Tritium DCFC (DCFC)

Filed: 10 Feb 22, 7:00pm

As filed with the Securities and Exchange Commission on February 11, 2022

Registration Statement No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

Tritium DCFC Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(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:

Christopher Lueking

Ryan Maierson

Roderick Branch

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

(312)-876-7700

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box.  ☒

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(c) 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.  ☐

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

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.

 

 

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.

 

 

 


The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2022

115,368,935 Ordinary Shares

8,366,667 Warrants

21,783,334 Ordinary Shares Issuable Upon Exercise of Warrants

 

LOGO

Tritium DCFC Limited

This prospectus relates to the offer and sale by the selling securityholders or their permitted transferees (collectively, the “Selling Securityholders”) of (A) up to 115,368,935 ordinary shares, no par value (“Ordinary Shares”), of Tritium DCFC Limited, a public limited company organized under the laws of Australia (the “Company”), consisting of (i) 95,306,435 Ordinary Shares issued to certain affiliated securityholders of the Company in connection with the Business Combination (as defined below), (ii) 7,500,000 Ordinary Shares the Company anticipates issuing to certain securityholders in connection with the Option Agreements (as defined below), (iii) 2,500,000 Ordinary Shares the Company anticipates issuing to Palantir Technologies Inc. in connection with the A&R Subscription Agreement (as defined below) and (iv) 10,062,500 Ordinary Shares held by Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability company (“DCRN Sponsor”) and certain previous independent directors of Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“DCRN”) that were previously held as Class B common stock of DCRN, which was converted into Class A common stock of DCRN in accordance with DCRN’s amended and restated certificate of incorporation at the effective time of the Merger (as defined below) and subsequently exchanged for Ordinary Shares, and (B) up to 8,366,667 warrants originally issued to DCRN Sponsor and certain previous independent directors of DCRN, in connection with private placements by DCRN to such holders, including 1,000,000 of our Warrants that were issued to DCRN Sponsor at the closing of the business combination in connection with working capital loans made by DCRN Sponsor to DCRN (the “Private Placement Warrants”).

We are registering the offer and sale of the securities held by the Selling Securityholders, in some cases, to satisfy certain registration rights we have granted, and in other cases, to provide for resale by affiliates of the Company under the Securities Act. Subject to existing lockup or other restrictions on transfer, the Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of ordinary shares offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the “Securities Act.”

We are registering these securities for resale by the Selling Securityholders named in this prospectus, or their transferees, pledgees, donees or assignees or other successors-in-interest (that receive any of the shares as a gift, distribution, or other non-sale related transfer).

We will not receive any proceeds from the sale of the securities by the Selling Securityholders, except with respect to amounts received by the Company upon exercise of the Warrants to the extent such Warrants are exercised for cash.

This prospectus also relates to the issuance by us of up to an aggregate of 21,783,334 Ordinary Shares, which consists of (i) up to 8,366,667 Ordinary Shares that are issuable upon the exercise of 8,366,667 Private Placement Warrants and (ii) up to 13,416,667 Ordinary Shares that are issuable upon the exercise of 13,416,667 Warrants, originally issued as warrants of DCRN sold to the public in DCRN’s initial public offering (“Public Warrants” and, together with the Private Placement Warrants, the “Warrants”). This prospectus also relates to the resale by DCRN Sponsor and certain previous independent directors of DCRN of the 8,366,667 Ordinary Shares issuable upon the exercise of the Private Placement Warrants. We will receive the proceeds from any exercise of any warrants for cash.

This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.

Our Ordinary Shares and Warrants are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “DCFC” and “DCFCW,” respectively. The last reported sale price of our Ordinary Shares on February 10, 2022 was $13.33 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” and a “foreign private issuer” as defined under the Securities and Exchange Commission, or SEC, rules and will be subject to reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus and other risk factors contained in the documents incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PROSPECTUS DATED                , 2022


TABLE OF CONTENTS

 

   Page 

ABOUT THIS PROSPECTUS

   ii 

MARKET AND INDUSTRY DATA

   iii 

TRADEMARKS AND TRADE NAMES

   iii 

PRESENTATION OF FINANCIAL INFORMATION

   iii 

EXCHANGE RATES

   iv 

NON-GAAP FINANCIAL MEASURES

   v 

PROSPECTUS SUMMARY

   1 

THE OFFERING

   7 

RISK FACTORS

   9 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   44 

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

   46 

MATERIAL AUSTRALIAN TAX CONSIDERATIONS

   53 

CAPITALIZATION AND INDEBTEDNESS

   58 

USE OF PROCEEDS

   60 

DIVIDEND POLICY

   61 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   62 

BUSINESS

   76 

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

   95 

EXECUTIVE COMPENSATION

   121 

MANAGEMENT

   129 

DESCRIPTION OF SECURITIES

   142 

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

   154 

BENEFICIAL OWNERSHIP OF SECURITIES

   161 

SHARES ELIGIBLE FOR FUTURE SALE

   163 

SELLING SECURITYHOLDERS

   165 

PLAN OF DISTRIBUTION

   168 

EXPENSES RELATED TO THE OFFERING

   171 

LEGAL MATTERS

   172 

EXPERTS

   172 

ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES

   172 

WHERE YOU CAN FIND MORE INFORMATION

   173 

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

   F-1 

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

 

i


ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 filed with the SEC by Tritium DCFC Limited. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the Ordinary Shares, the Warrants and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained in this prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

The Selling Securityholders may offer and sell the securities through agents or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”

Unless otherwise indicated, references to a particular “fiscal year” are to our fiscal year ended June 30 of that year. Our fiscal quarters end on March 31, September 30 and December 31.

References to a year other than a “Fiscal” or “fiscal year” are to the calendar year ended December 31. Unless otherwise specified, all monetary amounts in this prospectus 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. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.

Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “Tritium,” the “Company” and our “company” refer to Tritium DCFC Limited and its subsidiaries and references to “Tritium Holdings” refer to Tritium Holdings Pty Ltd.

 

ii


MARKET AND INDUSTRY DATA

This prospectus contains estimates, projections, and other information concerning our industry and business, as well as data regarding market research, estimates, and forecasts prepared by our 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 we 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, we 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, we do not expressly refer to the sources from which this data is derived. In that regard, when we 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 we paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted, and reproduced industry data from these sources, we 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 prospectus. See “Cautionary Note Regarding Forward-Looking Statements.

TRADEMARKS AND TRADE NAMES

We 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 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 prospectus is not intended to create, and does not imply, a relationship with us, or an endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PRESENTATION OF FINANCIAL INFORMATION

We were established on May 7, 2021 for the purpose of effectuating the Business Combination described herein. Accordingly, no financial statements of Tritium DCFC Limited have been included in this prospectus. This prospectus contains:

 

  

the audited consolidated financial statements of Decarbonization Plus Acquisition Corporation II (“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 Holdings Pty Ltd (“Tritium Holdings”) as of and for the fiscal years ended June 30, 2021 and 2020.

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

 

iii


EXCHANGE RATES

Our reporting currency is 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 us, the Australian dollar is the functional currency. The functional currency of our subsidiaries is 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 is recorded as part of a separate component of shareholders’ deficit and reported in our Consolidated Statements of Comprehensive Loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period.

 

iv


NON-GAAP FINANCIAL MEASURES

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

Segment gross margin, a measure our management uses to assess the operating performance of its segments, is Segment gross (loss) expressed as a percentage of total revenue. We offer 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, we rely 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, we have 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)% 

 

v


PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. You should read the following summary together with the more detailed information in this prospectus, any related prospectus supplement and any related free writing prospectus, including the information set forth in the section titled “Risk Factors” in this prospectus, any related prospectus supplement and any related free writing prospectus in their entirety before making an investment decision.

Overview

We design, sell, manufacture and service proprietary hardware and associated software to create advanced and reliable direct current (“DC”) fast chargers for electric vehicles (“EVs”). Our technology is engineered to be easy to install, own and use. Our compact, robust chargers are designed to look great on Main Street and thrive in harsh conditions. Founded in Brisbane and, as of December 31, 2021, having already sold more than 6,700 DC fast chargers, we have provided more than 3.6 million high-power charging sessions across 41 countries, delivering an aggregate of over 55 gigawatts of energy.

Major auto manufacturers such as BMW, Ford, GM, Honda, and Volkswagen, among others, have committed to producing more EVs and various governments have begun implementing supportive policies. For example, a bipartisan infrastructure bill supports a $7.5 billion investment toward new EV chargers in the United States over the next decade and the Biden Administration has established a target for 50% of all new car sales to be electric by 2030. In the coming years, we believe EVs will cost less than internal combustion engine (“ICE”) vehicles. BNEF has forecasted that this price parity in Europe can be achieved by 2027, and in all countries and vehicle segments by 2029. In addition, BNEF has forecasted that EVs are expected to increase from 4% of global passenger vehicle sales in 2020 to 68% by 2040. Additional factors propelling this shift from ICE vehicles to EVs include proposed fossil fuel bans or restrictions, transit electrification mandates and utility incentive programs. However, the global transition to an EV-based transportation network will depend on, among other things, the availability of sufficient charging infrastructure. Accordingly, a BNEF report projects that the cumulative EV charging infrastructure investment in the United States and Europe will be approximately $60 billion by 2030 and increasing to $192 billion by 2040. We believe we are at the forefront of the charging equipment build-out, focusing exclusively on DC fast charging of EVs.

Recent Developments

Business Combination

On May 25, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“DCRN”), Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (including its subsidiaries, “Tritium Holdings”) and Hulk Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, we acquired all of the issued equity interests in Tritium Holdings and DCRN merged with and into Merger Sub, in each case, on the terms and subject to the conditions set forth therein (the “Business Combination”).

On January 13, 2022 (the “Closing Date”), we consummated the Business Combination through the following transactions:

 

  

Pursuant to the share transfer agreement we entered into with DCRN, Tritium Holdings and all then-existing Tritium Holdings shareholders, the holders of ordinary shares in Tritium (“Tritium Shares”)

 

1


 

transferred their Tritium Shares to our company in exchange for an aggregate of 120,000,000 Ordinary Shares and we became the ultimate parent company of Tritium Holdings and any subsidiaries of Tritium Holdings;

 

  

Merger Sub merged with and into DCRN (the “Merger”), with DCRN surviving as our wholly owned subsidiary, as a result of which each share of Class A common stock of DCRN (other than those shares redeemed) (the “DCRN Class A Common Stock”) were exchanged for one Ordinary Share and each DCRN warrant (“DCRN Warrant”) to acquire one share of common stock of DCRN was automatically converted into a Warrant to acquire one Ordinary Share and thereupon were assumed by us pursuant to the (i) Warrant Assignment and Assumption Agreement we entered into with DCRN, Continental Stock Transfer & Trust Company, Computershare Inc. and Computershare Trust Company, N.A. on the Closing Date (the “Warrant Assignment and Assumption Agreement”) and (ii) Amended and Restated Warrant Agreement we entered into with Computershare Inc. and Computershare Trust Company, N.A on the Closing Date, as adjusted in accordance with the terms of the agreement (the “A&R Warrant Agreement”); and

 

  

At the effective time of the Merger, each share of Class B common stock of DCRN (“DCRN Class B Common Stock”) was cancelled and converted into DCRN Class A Common Stock in accordance with DCRN’s amended and restated certificate of incorporation and, accordingly, were exchanged for Ordinary Shares pursuant to the Merger.

Post-Business Combination Financing

Subscription Agreement

On July 27, 2021, we entered into a subscription agreement (the “Subscription Agreement”) with DCRN and Palantir Technologies Inc. (“Palantir”). We waived the condition to the closing of the Business Combination that, as of the closing, the amount of funds contained in DCRN’s trust account (net of the aggregate amount of cash proceeds required to satisfy any exercise by DCRN’s shareholders of their redemption rights and net of DCRN’s fees and expenses incurred in connection with the Business Combination) plus the amount of cash proceeds to us resulting from any private placements of our Ordinary Shares consummated in connection with the Closing be at least $200,000,000 (the “Minimum Cash Waiver”). As a result of the Minimum Cash Waiver, Palantir exercised its rights under the Subscription Agreement not to consummate its investment in our company.

On January 31, 2022, we and DCRN entered into an amended and restated Subscription Agreement (the “A&R Subscription Agreement”) with Palantir, pursuant to which we granted to Palantir the contingent right to subscribe for and purchase, and Palantir committed to subscribe for and purchase, an aggregate of up to 2,500,000 Ordinary Shares (the “Subscription Shares”), subject to certain conditions, for an exercise price of $6.00 per share and an aggregate purchase price of up to $15.0 million. We intend to provide notice to Palantir that we elect to exercise our right under the A&R Subscription Agreement to issue the 2,500,000 Subscription Shares to Palantir, and we expect to receive gross proceeds of approximately $15.0 million from the issuance and expect settlement to occur on or about, or prior to, March 17, 2022.

Option Agreements

On the Closing Date, we entered into separate option agreements (each, an “Option Agreement”) with each of (i) St Baker Energy Holdings Pty Ltd, (ii) Varley Holdings Pty Ltd, (iii) Ilwella Pty Ltd and (iv) Decarbonization Plus Acquisition Sponsor II LLC (each a “Holder”), pursuant to which we granted to the Holders the contingent right to subscribe for and purchase, and the Holders committed to subscribe for and purchase, an aggregate of up to 7,500,000 Ordinary Shares (the “Option Shares”), for an exercise price of $6.00 per share (the “Option Exercise Price”) and an aggregate purchase price of up to $45.0 million.

 

2


On January 27, 2022, we provided notice to the Holders that we elected to exercise our rights under the Option Agreements to issue an aggregate of 7,500,000 Ordinary Shares to the Holders in the amounts set forth in the table below. We expect to receive gross proceeds of approximately $45.0 million from the issuance and expect settlement to occur on or about, or prior to, March 17, 2022. The Option Shares that will be issued pursuant to the Option Agreements will not initially be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. See “Certain Relationships and Related Person Transactions” for additional information.

 

Holder

  Option Shares 

Decarbonization Plus Acquisition Sponsor II LLC

   3,333,333 

St Baker Energy Holdings Pty Ltd

   2,500,834 

Varley Holdings Pty Ltd

   895,333 

Ilwella Pty Ltd

   770,500 

Total

   7,500,000 

Implications of Being an “Emerging Growth Company” and a Foreign Private Issuer

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved (to the extent applicable to a foreign private issuer). If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of our first fiscal year following the fifth anniversary of DCRN’s IPO, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

We report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to:

 

  

the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP;

 

  

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

 

  

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

  

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.

 

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We intend to take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as (i) more than 50% of our outstanding voting securities are held by U.S. residents and (ii) any of the following three circumstances applies: (A) the majority of our executive officers or directors are U.S. citizens or residents, (B) more than 50% of our assets are located in the United States or (C) our business is administered principally in the United States.

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are not emerging growth companies and will continue to be permitted to follow our home country practice on such matters.

Our Corporation Information

The following chart shows our organization structure as of the date of this prospectus:

 

LOGO

Risk Factor Summary

Investing in our securities entails a high degree of risk as more fully described under “Risk Factors.” You should carefully consider such risks before deciding to invest in our securities. These risks include, among others:

 

  

We are a growth-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the near-term.

 

  

We have experienced rapid growth and expect to invest in growth for the foreseeable future. If we fail to manage our growth effectively, our business, operating results and financial condition could be adversely affected.

 

  

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

 

  

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

 

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We rely on a limited number of suppliers and manufacturers of certain key components for our 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 our business, financial condition and operating results.

 

  

We are dependent on a limited number of significant customers and distributors for a substantial portion of our 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 our business, financial condition, and results of operations if they are not replaced with another large sales order.

 

  

We are expanding our operations internationally, which will expose us to additional tax, compliance, market and other risks.

 

  

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

 

  

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

 

  

Our 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 us to continue to develop new products and product innovations. Any delays or failures in such development could adversely affect market adoption of our products and our financial results.

 

  

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

 

  

We expect to generate revenue from services and support of our customer installation base. Inadequate services and support could significantly reduce our profitability.

 

  

Future revenue from our 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 our other subscription offerings, or if customers fail to add more stations, our business and operating results will be adversely affected.

 

  

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

 

  

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

 

  

Our 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 our results to fall below expectations, resulting in a decline in the price of our Ordinary Shares.

 

  

We may be adversely affected by foreign currency fluctuations.

 

  

Data protection laws, and similar domestic or foreign regulations, may adversely affect our business.

 

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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 us to penalties and other adverse consequences.

 

  

We could be adversely impacted if we fail to comply with U.S. and international import and export laws.

 

  

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

 

  

As a “foreign private issuer” under the rules and regulations of the SEC, we are 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 we follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

 

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THE OFFERING

The summary below describes the principal terms of the offering. The “Description of Securities” section of this prospectus contains a more detailed description of the Company’s Ordinary Shares and Warrants.

 

Securities being registered for resale by the Selling Stockholders named in the prospectus

(i) 115,368,935 Ordinary Shares and (ii) 8,366,667 Warrants.

 

Ordinary Shares being offered by us upon exercise of Warrants

Up to (i) 8,366,667 Ordinary Shares that are issuable upon the exercise of 8,366,667 Private Placement Warrants and (ii) up to 13,416,667 Ordinary Shares that are issuable upon the exercise of 13,416,667 Public Warrants. This prospectus also relates to the resale by DCRN Sponsor and certain previous independent directors of DCRN of the 8,366,667 Ordinary Shares issuable upon the exercise of the Private Placement Warrants.

 

Term of Warrants

Each Warrant entitles the registered holder to purchase one Ordinary Share at a price of $6.90 per Ordinary Share. Our Warrants expire on January 13, 2027 at 5:00 p.m., New York City time.

 

Offering prices

The securities offered by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other prices as the Selling Securityholders may determine. See “Plan of Distribution.”

 

Ordinary Shares issued prior to any exercise of Warrants (as of February 7, 2022)

135,380,695 Ordinary Shares.

 

Warrants issued (as of February 7, 2022)

21,783,334 Warrants.

 

Ordinary Shares outstanding assuming exercise of all Warrants (as of February 7, 2022)

157,164,029 Ordinary Shares.

 

Use of proceeds

We will receive up to an aggregate of approximately $150.3 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. If the Warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the Warrants. See “Use of Proceeds.” All of the Ordinary Shares and Warrants (including Ordinary Shares issuable upon the exercise of such Warrants) offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.

 

Dividend policy

We have never declared or paid any cash dividend on our Ordinary Shares. We currently intend to retain any future earnings and do not

 

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expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

 

Market for our Ordinary Shares and Warrants

Our Ordinary Shares and Warrants are listed on Nasdaq under the trading symbols “DCFC” and “DCFCW,” respectively.

 

Risk factors

Prospective investors should carefully consider the “Risk Factors” for a discussion of certain factors that should be considered before buying the securities offered hereby.

 

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RISK FACTORS

You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Ordinary Shares and Warrants could decline due to any of these risks, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus.

Risks Related to Our Business

We are a growth-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the near-term.

Tritium Holdings 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. We believe we will continue to incur operating and net losses for the near-term. Even if we achieve profitability, there can be no assurance that we will be able maintain profitability in the future. Our 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 our future business performance is dependent upon our ability to build and sell a differentiated technology. If EV charging technology commoditizes and prices decrease more rapidly than we have forecasted, our market share and results of operations may be adversely impacted.

We have experienced rapid growth and expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition could be adversely affected.

We have experienced rapid growth in recent periods. For example, the number of full-time employees has grown from 222 in 2018 to 358 as of December 31, 2021. The growth and expansion of our business has placed and continues to place a significant strain on management, operations, financial infrastructure and corporate culture. In the event of further growth, our information technology systems and our internal control over financial reporting and procedures may not be adequate to support our 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. We may also face risks to the extent such bad actors infiltrate the information technology infrastructure of our contractors.

To manage growth in operations and personnel, we will need to continue to improve our 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 our business performance and operating results.

We currently face competition from a number of companies and expect 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. Our potential entrance into additional Asia-Pacific markets such as Japan, South Korea and Singapore may require

 

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establishing us 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.

We believe that we are differentiated from current publicly listed EV charger manufacturers in that we focus 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 our 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 our planned home charging product offerings.

Further, our 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 us 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 us at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. In light of these factors, even if our offerings are more effective and of higher quality than those of our competitors, current or potential customers may accept competitive solutions. If we fail to adapt to changing market conditions or compete unsuccessfully with current charging providers or new competitors, our growth will be limited, which would adversely affect our business and results of operations.

We face risks related to health pandemics, including the recent COVID-19 pandemic, which could have a material adverse effect on our 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 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 our 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 our employees and operations and the operations of our 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

 

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adverse effect on our 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 our 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 our business and results of operations.

The extent to which the COVID-19 pandemic impacts our 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 our business and results of operations. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our 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 we operate 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 our 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 our products and services.

We rely on a limited number of suppliers and manufacturers of certain key components for our 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 our business, financial condition and operating results.

We rely on a limited number of suppliers to manufacture components for our charging stations, including in some cases only a single supplier for some products and components. This reliance on a limited number of suppliers increases our risks, since we do 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, we 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, our business could be adversely affected if one or more of our suppliers is impacted by any raw materials shortages or price increases, or manufacturing, shipping or regulatory disruptions.

If we experience a significant increase in demand for our charging stations, or if we need to replace an existing supplier, we may not be possible to supplement or replace them on acceptable terms or at all, which may undermine our ability to deliver products to customers in a timely manner. For example, we 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

 

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extensive process that requires us 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 our business, financial condition and operating results.

We are dependent on a limited number of significant customers and distributors for a substantial portion of our 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 our business, financial condition, and results of operations if they are not replaced with another large sales order.

We are, and may continue to be, dependent on a limited number of customers and distributors for a substantial portion of our revenue. We 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 our major customers could negatively affect our results of operations, and any reduction, delay or cancellation of orders from one or more of our significant customers, or a decision by one or more of our significant customers to select products manufactured by a competitor, would significantly and negatively impact our revenue. Additionally, the failure of our significant customers to pay their current or future outstanding balances would increase our operating expenses and reduce our cash flows.

Our contract with our exclusive distributor for the fuel market expired in August 2021, and we do not expect the exclusive distributor contract to be renewed. We expect to continue to work with this distributor to fill fuel customers’ orders that were already secured prior to August 2021.

We previously had a three-year, exclusive distributor agreement with Gilbarco Inc. (“Gilbarco”), an affiliate of one of our shareholders, who had the sole right during the term of the distributor contract to lead sales into fuel customers and to sell our products into the fuel segment (with an exception for charge point operators). That agreement expired on August 29, 2021, which requires us and Gilbarco to negotiate the assignment of existing contracts between Gilbarco’s and our 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, we must now either (i) directly tender products and services or enter supply arrangements with those customers or (ii) use our other distributors to sell 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 our products to our existing and prospective customers. Failure to retain these fuel customers could adversely affect our business and results of operations. See “Business—Distribution.”

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

We may acquire additional assets, products, technologies or businesses that are complementary to our existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into our business would require attention from management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our 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 we are unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, our ability to compete and successfully grow our business would be harmed.

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

 

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

We are expanding our operations internationally, which will expose us to additional tax, compliance, market and other risks.

Our primary operations are in Australia, the United States and the Netherlands, and we maintain contractual relationships with suppliers and sub-assembly manufacturers throughout the world. We are continuing to invest to increase our presence in these regions and to expand globally. We are 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 us 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 our 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;

 

  

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.

 

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

Our management team has limited experience in operating a public company in the United States.

Our 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. We 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.

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

Our future revenue growth will depend in significant part on our ability to increase sales of our 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 we anticipate. 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 we are unable to provide such services and support, it may adversely affect our ability to attract additional fleet operators as customers. Any failure to attract and retain fleet operators as customers in the future would adversely affect our business and results of operations.

We will need to raise additional funds and these funds may not be available when needed.

We will need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise 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 our business, or other unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our shareholders would experience additional dilution.

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

Our ability to fund the completion of the establishment of new manufacturing facilities in Europe and the United States depends 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 our control, including equipment delivery delays and other shipping delays or interruptions, delays in customs processing, delays in obtaining regulatory approvals, work stoppages,

 

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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 our business, financial condition and results of operations.

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

Manufacturers of EV charging stations, including us, 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, our customers could be subjected to claims as a result of such incidents and may bring legal claims against us to attempt to hold us liable. Any of these events could result in negative publicity and reputational harm, which could adversely affect our business and results of its operations.

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

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

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

We manufacture our products at a limited number of manufacturing facilities, and we generally do not have redundant production capabilities that would enable us 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, our manufacturing facilities. A catastrophic loss of the use of one or more of our 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 our production capabilities. In addition, unexpected failures, including as a result of power outages or similar disruptions outside of our control, of our 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 our production capabilities could also require us 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 we use in our manufacturing facilities, and we could experience significant delay in replacing or repairing manufacturing equipment necessary to resume production. An interruption in our 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 our 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 our business.

Our 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 our facilities or those of our suppliers or transportation

 

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service providers, or other labor disruptions, could decrease our sales and increase our 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 our employees are not represented by a union, our labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs. Some of our 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 our 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 our 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 our manufacturing facilities are located. A significant increase in the salaries and wages paid by competing employers could result in a reduction of our labor force, increases in the salaries and wages that we must pay, or both. Additionally, potential employees may seek remote work options that are unavailable for certain positions. If we are unable to hire and retain skilled manufacturing, sales and other personnel, our ability to execute our business plan, and our results of operations, would suffer.

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 our 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 our business, operating results, financial condition and prospects.

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

Our 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

 

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demand for EVs decreases, our 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;

 

  

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 our 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 our 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. Our 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 our 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

 

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terminated as a matter of regulatory or legislative policy. In particular, we have heavily relied upon the availability of U.S. federal tax credits to purchasers under Section 30C of the U.S. Internal Revenue Code of 1986, as amended (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 our 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 our 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 our 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 meet such criteria. As such, we are 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 us to continue to develop new products and product innovations. Any delays or failures in such development could adversely affect market adoption of our products and our financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, including our products. Our future success will depend upon our ability to timely develop and introduce a variety of new capabilities and innovations to our 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, we may need to upgrade or adapt our 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 we are able to keep pace with changes in technology and develop new products and services, our product development expenses could increase, our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected.

 

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We 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 our 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 our competitors’ products or services.

If we are 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, our products and services could lose market share, our revenue will decline, we may experience higher operating losses and our business and prospects will be adversely affected.

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

This prospectus includes estimates of the addressable market for our 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 uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts in this 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 prospectus, our business could fail to grow at similar rates.

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

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

Competitive pressure to gain market share could result in our 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 our competitors decide to sign contracts on these terms, we may decide to sign up for them in order to compete, which could adversely affect our results of operations.

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

The markets in which we participate are intensely competitive and are likely to remain intensely competitive for the foreseeable future. We have experienced pricing pressure on many of our products and anticipate continued pricing pressure in the future. Ongoing and heightened competitive pricing pressure makes it increasingly important for us to reduce the unit costs of our products. Although we have undertaken and expect to continue to undertake productivity enhancement and cost reduction initiatives, including significant investments in our facilities to improve manufacturing efficiency, cost and product quality, we cannot make assurances that we will complete all of these initiatives, fully realize the estimated cost savings from such activities, or be able to

 

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continue to reduce costs and increase productivity. If we are not able to reduce costs sufficiently to offset reduced prices, our market share, margin and results of operations may be adversely affected.

Risks Related to Our Technology, Intellectual Property and Infrastructure

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

From time to time, the holders of intellectual property rights may assert their rights and urge us to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that we will be able to mitigate the risk of potential suits or successfully combat other legal demands by competitors or other third parties. Accordingly, we 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 our operating expenses. In addition, if we are determined to have or believe there is a high likelihood that we have infringed upon or misappropriated a third party’s intellectual property rights, we may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services we offer, to pay substantial damages and/or royalties, to redesign our products and services, and/or to establish and maintain alternative branding. In addition, to the extent that our customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to our products and services, we may be required to indemnify such customers and business partners. Further, we may be forced to challenge the patents of our competitors, either in conjunction with defending an infringement claim or separately, in order to protect our rights to sell our current and future products. If we are required to take one or more such actions, our 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.

Our business may be adversely affected if we are unable to protect our technology and intellectual property from unauthorized use by third parties.

Our success depends, at least in part, on our ability to protect our technology and intellectual property. To accomplish this, we rely on, and plan 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, our technology. Failure to adequately protect our technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in revenue which would adversely affect our business, prospects, financial condition and operating results.

The measures we take to protect our intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

 

  

any patent applications we submit 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;

 

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

 

  

proprietary designs and technology embodied in our 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, our 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 our proprietary rights. We employ people on product development projects and in the factory and necessarily discloses to those persons trade secrets and know-how concerning our hardware and software. There is a risk that our employees may improperly disclose trade secrets to our competitors for commercial advantage in countries where the legal system does not support enforceability of intellectual property rights. Customers may also dismantle our hardware for the purposes of reverse engineering it. While we take reasonable legal and other steps to protect our trade secrets and know-how, there can be no assurance that any protective measure taken by us has been, or will be adequate to protect our proprietary rights from industrial espionage risks.

We may be the target of industrial espionage and it is difficult for us to protect against industrial espionage carried out by foreign state actors as we do 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 our employees and cannot require baseline or secret security clearances, which include an ASIO assessment. This exposes us 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 our patents, we 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 our technology and intellectual property, and those derivative works may become directly competitive with our offerings. Finally, we may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by our vendors in connection with design and manufacture of our products, thereby jeopardizing our ability to obtain a competitive advantage over our competitors.

Our products are subject to numerous standards and regulations, which may materially and adversely affect our 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 we 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 our market and reach to customers, negatively impacting our business.

 

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

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

We 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 we carry 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, our customers could be subjected to claims as a result of such incidents and may bring legal claims against us to attempt to hold us liable. Any of these events could adversely affect our brand, relationships with customers, operating results or financial condition.

Across our product line, we develop equipment solutions based on preferred dual-source or common off-the-shelf vendors. However, due to our designs, we rely on several single source vendors, the unavailability or failure of which can pose risks to our supply chain and delay revenue.

Furthermore, our 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. Our software has contained defects and errors in the past and may in the future contain undetected defects or errors. We are continuing to develop the features and functionality of our platform through updates and enhancements, and as we do, we may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if our 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 our 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.

 

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Although we have contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of our 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 us 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 our 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, we rely on some open-source software and libraries issued under the GNU General Public License (or similar “copyleft” licenses) for development of our products and may continue to rely on similar copyleft licenses. Use of such copyleft-licensed software or libraries could require us to disclose and license our proprietary source code and permit others to create derivative works of such source code, all at no cost.

We expect to incur product development costs and devote significant resources to developing new products, which could significantly reduce our profitability and may never result in revenue to us if such products do not meet market needs.

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

We expect to generate revenue from services and support of our customer installation base. Inadequate services and support could significantly reduce our profitability.

Once a customer has installed our charging stations, station owners and drivers will rely on us 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 we seek to expand our business and pursue new customers and geographies. If we do not quickly resolve issues and provide effective support, our ability to retain customers or sell additional products and services to existing customers could suffer and our brand and reputation could be harmed.

Future revenue from our 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 our other subscription offerings, or if customers fail to add more stations, our business and operating results will be adversely affected.

In addition to selling charging station hardware, we expect that our future revenue will also depend on customers continuing to subscribe to, and pay for, our 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

 

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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, our business and operating results will be adversely affected.

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

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

We are substantially dependent on our direct sales force to obtain new customers. We plan to continue to expand our direct sales force both domestically and internationally but we may not be able to recruit and hire a sufficient number of qualified sales personnel, which may adversely affect our ability to expand our 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 we 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. Our ability to achieve significant revenue growth in the future will depend, in large part, on our 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. Our 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 our business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruptions and delays in our 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 our systems in the future. We have implemented security measures, such as multi-factor authentication and security incident and event management tools. But, any attempts by cyber attackers to disrupt our services or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage our 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 we may not be able to cause the implementation or enforcement of such preventions with respect to our 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 our reputation, brand and ability to attract customers.

We have previously experienced, and may in the future experience, service disruptions, outages and other performance problems with our 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

 

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errors and capacity constraints. If our services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for our solutions from target customers.

We have processes and procedures in place designed to enable us 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 our business and financial results.

We rely on third-party cloud service providers to operate certain aspects of our service. Interruptions, delays in service or inability to increase capacity with our cloud service providers could impair the use or functionality of our EV charging stations and other services, harm our business and subject us to liability.

We currently serve our business partners and drivers using third-party cloud service providers. Any outage or failure of such cloud services could negatively affect our product connectivity and performance. Further, we depend on connectivity from our charging stations to our 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 our EV charging stations and services.

Financial, Tax and Accounting Risks

Our 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 our results to fall below expectations, resulting in a decline in the price of our Ordinary Shares.

Our 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 our control.

In addition to the other risks described herein, the following factors could also cause our 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;

 

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

 

  

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

 

  

our 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.

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 our Ordinary Shares.

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

We conduct operations, directly and through our subsidiaries, in Australia, the Netherlands, the United Kingdom and the United States, and we and our subsidiaries are subject to income taxes in Australia, the Netherlands, the United Kingdom and the United States. We may also in the future become subject to income taxes in other foreign jurisdictions. Our 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 our operating results before taxes, and the outcome of income tax audits in Australia, the Netherlands, the United Kingdom, the United States, or other jurisdictions. We will regularly assesses all of these matters to determine the adequacy of our tax liabilities. If any of our assessments are ultimately determined to be incorrect, our business, results of operations, or financial condition could be materially adversely affected.

Due to the complexity of multinational tax obligations and filings, we and our subsidiaries may have a heightened risk related to audits or examinations by federal, state, provincial, and local taxing authorities in the jurisdictions in which we operate. Outcomes from these audits or examinations could have a material adverse effect on our 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 we 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 we believes that our transfer pricing policies have been reasonably determined in accordance with arm’s length principles, the taxation authorities in the jurisdictions where we do business could challenge our 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 our transfer pricing policies, we could be subject to additional income tax expenses, including interest and penalties. Any such increase in our income tax expense and related interest and penalties could have a material adverse effect on our business, results of operations, or financial condition.

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

In the event that we expand our operating business domestically or internationally, our effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by: operating losses in

 

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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 our business.

Additionally, we 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. Our 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 our after-tax profitability and financial condition. Additionally, the Internal Revenue Service (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 our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our 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 us to utilize net operating loss and tax credit carryforwards following the Business Combination is conditioned upon us attaining profitability and generating taxable income. We have incurred significant net losses since inception and we anticipate we will continue to incur significant losses. Additionally, our 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 our company are in Tritium Pty Ltd (“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 utilized 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.

 

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

If we or any of our subsidiaries are characterized as a passive foreign investment company for U.S. federal income tax purposes, U.S. Holders may suffer adverse U.S. federal income tax consequences.

A non-U.S. corporation generally will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Based on the current and anticipated composition of the income, assets and operations of our company and our subsidiaries, we do not believe we will be treated as a PFIC for the current taxable year.

However, whether we or any of our subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our income and assets, our market value and the market value of our subsidiaries’ shares and assets. Changes in the composition of our income or asset may cause us to be or become a PFIC for the current or subsequent taxable years. In addition, whether we are treated as a PFIC for U.S. federal income tax purposes is determined annually after the close of each taxable year and, thus, is subject to significant uncertainty. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS. Accordingly, there can be no assurances that we will not be treated as a PFIC for the current taxable year or in any future taxable year.

If we are a PFIC for any taxable year, a U.S. Holder (as defined below in the section “Material U.S. Federal Income Tax Considerations—U.S. Holders”) may be subject to adverse tax consequences and may incur certain information reporting obligations. For a further discussion, see “Material U.S. Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.” U.S. holders are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and the ownership of Ordinary Shares and/or Warrants.

If a United States person is treated as owning at least 10% of the Ordinary Shares, such holder may be subject to adverse U.S. federal income tax consequences

If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of the Ordinary Shares, and we are a “controlled foreign corporation” for U.S. federal income tax purposes, such person may be treated as a “United States shareholder” with respect to us and any of our subsidiaries that are controlled foreign corporations. A United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by any such controlled foreign corporations, whether or not we make any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. A failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such holder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are treated as a controlled foreign corporation or whether such investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult their own advisors regarding the potential application of these rules to its investment in Ordinary Shares and/or Warrants.

 

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Our 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.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors and may make it more difficult to compare performance with other public companies.

We are 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 we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs, including the fact that we are exempt from the requirement to obtain an attestation report from our auditors on management’s assessment of our 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. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of the Business Combination or until we are no longer deemed an EGC. Investors may find our securities less attractive because we will continue to rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities, and the stock price may be more volatile.

An EGC may elect to delay the adoption of new or revised accounting standards. With us making this election, Section 102(b)(2) of the JOBS Act allows us 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 prospectus and those that we will file in the future may not be comparable to companies that comply with public business entities revised accounting standards effective dates.

We are incurring significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.

We are facing increased legal, accounting, administrative and other costs and expenses as a public company that we 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 has increased costs and made certain activities more time-consuming. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with these requirements are identified (for example, if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), we could incur additional costs to rectify those issues, and the existence of those issues could adversely affect our reputation or investor perceptions. In addition, we have director and officer liability insurance, which has substantial additional premiums. The additional reporting and other obligations imposed by these rules and regulations has increased 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.

 

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The unaudited pro forma condensed combined financial information included in this document may not be indicative of Tritium’s actual financial position or results of operations for the periods presented.

Tritium has been recently incorporated and has no operating history and no revenues. This document includes unaudited pro forma condensed combined financial information for Tritium. The unaudited pro forma condensed combined statement of operations of Tritium for the twelve months ended June 30, 2021 reflects, with respect to Tritium Holdings, the consolidated statement of comprehensive loss of Tritium Holdings 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 Tritium combines the historical balance sheets of DCRN (as restated) and Tritium Holdings 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 Tritium following the Business Combination in this 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 Tritium’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 Tritium. Accordingly, Tritium’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 prospectus. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

We are required to provide management’s attestation on internal control over financial reporting as a public company. 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 are applicable to us as a newly public company. If we are not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence.

In connection with the preparation and audit of Tritium Holdings’ 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 our annual or interim financial statements will not be prevented or detected on a timely basis.

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 Holdings 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.

 

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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.

We have 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 our internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after it is no longer an EGC. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our 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 and could cause a decline in the price of our 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 Holdings’ independent registered public accounting firm contains an explanatory paragraph that expresses substantial doubt about Tritium Holdings’ ability, and, in turn, our ability, to continue as a going concern.

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

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

Our management does not expect that our 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

 

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assurance that all material control issues and instances of fraud, if any, in us 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. We are also dependent, in part, upon Tritium Holdings’ internal controls. A failure of our or Tritium Holdings’ controls and procedures to detect error or fraud could seriously harm our business and results of operations.

We may be adversely affected by foreign currency fluctuations.

We routinely transact business in currencies other than the U.S. dollar. Additionally, we maintain a portion of our 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 our reported net earnings to decrease, or could result in a negative impact to our shareholders’ deficit. In addition, failure to manage foreign currency exposures could cause our results of operations to be more volatile. Adverse, unforeseen or rapidly shifting currency valuations in our key markets may magnify these risks over time. .

Risks Related to Legal Matters and Regulations

Data protection laws, and similar domestic or foreign regulations, may adversely affect our business.

National and local governments and agencies in the countries in which we operate and in which our 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 our 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 our 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 we close sales transactions, any of which could harm our business. Moreover, if we or any of our employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage our reputation and brand.

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 us and our 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 us. 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 our products and services and could have an adverse impact on our business. Further, California adopted the CCPA and the California State Attorney General has begun enforcement actions. Although we

 

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initiated a compliance program designed to ensure CCPA compliance after consulting with outside privacy counsel, we 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 our 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 we and our 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 we or our customers are unable to transfer data between and among countries and regions in which we operate, it could decrease demand for our products and services or require us to modify or restrict some of our 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 we will meet voluntary certifications or adhere to other standards established by them or third parties. If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our 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 us to penalties and other adverse consequences.

We are 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 we conduct activities. We face significant risks if we fail 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 our 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.

We could be adversely impacted if we fail to comply with U.S. and international import and export laws.

We export products from Australia across the globe and import goods into Australia, the Netherlands and the United States, and in the future plan to export products from the United States and Europe. Due to our significant foreign sales, we are 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 us. 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 our securities.

 

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

We are subject to various employment-related laws in the jurisdictions in which our employees are based. We face risks if we fail 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 our 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 our 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 our financial results or results of operations.

We and our operations, as well as those of our 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. We 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 us or others in our supply chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material or adverse effects on our 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 our operations or on a timeline that meets our commercial obligations, it may adversely impact our 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 our 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 our operations as well as other future projects, the extent of which cannot be predicted.

Further, we currently rely 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 dispose of such wastes, regardless of whether such failure is due to us or our 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 our business, financial conditions, or results of operations. Additionally, we may not be able to secure contracts with third parties to continue our key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

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

We are incorporated in Australia and are subject to the takeover laws of Australia. Amongst other things, we are subject to the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). Subject to a range of

 

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exceptions, the Corporations Act prohibits the acquisition of a direct or indirect interest in our issued voting shares if the acquisition of that interest will lead to that person’s or someone else’s voting power in our company 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 our company, if the person obtains shareholder approval for the acquisition or if the person acquires less than 3% of the voting power of our company in any rolling six-month period. Australian takeover laws may discourage takeover offers being made for our company or may discourage the acquisition of large numbers of our Ordinary Shares.

The rights of our shareholders are governed by Australian law and our constitution and differ from the rights of stockholders under U.S. corporate and securities laws. Holders of our Ordinary Shares may have difficulty effecting service of process in the United States or enforcing judgments obtained in the United States.

We are a public company incorporated under the laws of Australia. Therefore, the rights of our shareholders are governed by Australian law and our 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. Our 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 us or our non-U.S. resident directors or executive officers;

 

  

it may be difficult to enforce a judgment obtained in a U.S. court against us or our 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;

 

  

in applying Australian conflict of laws rules, that U.S. law (including U.S. securities laws) may not apply to the relationship between our shareholders and us or our 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.

Our shareholders may also have difficulties enforcing in courts outside the United States judgments obtained in the U.S. courts against any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws. See the sections entitled “Description of Securities” for additional information regarding the rights of our shareholders.

Our Ordinary Shares are subject to Australian insolvency laws which are substantially different from U.S. insolvency laws and may offer less protections to our shareholders compared to U.S. insolvency laws.

As a public company incorporated under the laws of Australia, we are subject to Australian insolvency laws and may also be subject to the insolvency laws of other jurisdictions in which we conduct business or have

 

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assets. These laws may apply where any insolvency proceedings or procedures are to be initiated against us. Australian insolvency laws may offer our 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.

We 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.

We may be subject to payment service provider or energy supplier laws and regulations in the jurisdictions in which we conduct business or have assets. These laws and regulations may apply if we are deemed to be a payment service provider or energy supplier under Australian laws or the laws of other jurisdictions in which we conduct business or have assets. If these laws and regulations apply to us, then we may need to register as a regulated entity in the relevant jurisdiction and may also be subject to extensive and complex laws and regulations.

We may be involved from time to time in legal proceedings and commercial or contractual disputes, which could have a material adverse effect on our business, results of operations and financial condition.

From time to time, we 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 our business, results of operations and financial condition.

Risks Related to Our Securities

Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause the price of our Ordinary Shares and Warrants to fall.

The Selling Securityholders can resell, under this prospectus, up to (a) 115,368,935 Ordinary Shares constituting (assuming issuance of all Subscription Shares and Option Shares) approximately 69.0% of our issued Ordinary Shares (as adjusted to reflect the exercise of all of our Warrants and issuance of all Subscription Shares and Option Shares), and (b) 8,366,667 Warrants constituting approximately 38.4% of our issued Warrants. Sales of a substantial number of Ordinary Shares and/or Warrants in the public market by the Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our Ordinary Shares and Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares and Warrants.

Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Our executive officers, directors and their affiliates hold approximately 30.6% of the outstanding Ordinary Shares as of February 7, 2022. As a result, these shareholders are able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, any amendment of our 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.

 

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There is no guarantee that our Warrants will be in the money at the time they become exercisable, and they may expire worthless.

As of the date of this prospectus, the exercise price for our Warrants are $6.90 per Ordinary Share. There is no guarantee that our Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, our Warrants may expire worthless.

We may amend the terms of our Warrants in a manner that may be adverse to holders of our Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants (as defined below) (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants (as defined below), voting as separate classes). As a result, the exercise price of our Warrants could be increased, the exercise period could be shortened and the number of our Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without a holder’s approval.

The warrants to purchase DCRN Class A Common Stock sold to the public in DCRN’s initial public offering (the “DCRN Public Warrants”) (the “DCRN IPO”), and the warrants to purchase DCRN Class A Common Stock issued to Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability company (“DCRN Sponsor”) and certain of DCRN’s independent directors in a private placement (the “DCRN Private Placement Warrants”) were issued in registered form under a warrant agreement. Such warrant agreement was amended and restate in connection with the consummation of the Business Combination to the A&R Warrant Agreement and all warrants converted into warrants to purchase an equal number of our Ordinary Shares (as converted, such DCRN Public Warrants being referred to as “Public Warrants,” such DCRN Private Placement Warrants being referred to as “Private Placement Warrants” and collectively referred to as the “DCRN Warrants”). The A&R Warrant Agreement provides that the terms of our 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 Public Warrants to make any other modifications or amendments, including any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of our Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants (or, in the case of an amendment that adversely affects the Public Warrants in a different manner than the Private Placement Warrants or vice versa, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes) approve of such amendment. Although our ability to amend the terms of our Warrants with the consent of at least 50% of the then-outstanding Public Warrants (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding 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 Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of the Ordinary Shares purchasable upon exercise of a Warrant.

We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders, thereby making such Warrants worthless.

Under the A&R Warrant Agreement, as adjusted in accordance with the terms of the agreement, we have the ability to redeem outstanding 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 our Ordinary Shares equals or exceeds $10.80 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 we give proper notice of such redemption and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you (a) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (c) to accept the nominal redemption price which, at the time the

 

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outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

The A&R 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 our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.

The A&R Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the A&R 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 we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We 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 Warrants shall be deemed to have notice of and to have consented to the forum provisions in the A&R Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the A&R 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 our 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.

We note, 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 us, 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 A&R Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Notwithstanding the foregoing, these provisions of the A&R 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.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Ordinary Shares adversely, the price and trading volume of our Ordinary Shares could decline.

The trading market for our Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our Ordinary Shares adversely, or provide more favorable

 

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relative recommendations about our competitors, the price of our Ordinary Shares would likely decline. If any analyst who may cover us were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

We are a holding company. Our sole material assets are our equity interest in Tritium Holdings and its other direct and indirect subsidiaries and we are accordingly dependent upon distributions from such subsidiaries to pay taxes and cover our corporate and other overhead expenses.

We are a holding company and have no material assets other than our equity interest in Tritium Holdings and its other direct and indirect subsidiaries. We have no independent means of generating revenue. To the extent any subsidiary has available cash, we intend to cause the subsidiary to make non-pro rata payments to us to reimburse us for our corporate and other overhead expenses. To the extent that we need funds and a subsidiary is restricted from making such distributions or payment under applicable law or regulation or under the terms of any financing arrangements due to restrictive covenants or otherwise, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

The price at which our Ordinary Shares and Warrants are quoted on Nasdaq may increase or decrease due to a number of factors, which may negatively affect the price of our Ordinary Shares and Warrants.

The price at which our Ordinary Shares and Warrants are quoted on Nasdaq may increase or decrease due to a number of factors. These factors may cause our Ordinary Shares and Warrants to trade at prices above or below the price at which our Ordinary Shares and Warrants are being offered under this document. There is no assurance that the price of our Ordinary Shares and Warrants will increase following the quotation of our Ordinary Shares and Warrants on Nasdaq, even if our operations and financial performance improve. Some of the factors, which may affect the price of our Ordinary Shares and Warrants 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 we operate; and

 

  

general operational and business risks.

Other factors, which may negatively affect investor sentiment and influence us, 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. We have a limited ability to insure against some of the risks mentioned above.

In the future, we may need to raise additional funds, which may result in the dilution of our shareholders, and such funds may not be available on favorable terms or at all.

We 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. We will be subject to the constraints of the Listing Rules of Nasdaq regarding the percentage of capital that we are able to issue within a 12-month period (other than where exceptions apply). Our shareholders may be diluted as a result of such issues of our Ordinary Shares and fundraisings.

 

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Additionally, we may raise additional funds through the issuance of debt securities or through obtaining credit from government or financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise 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 our business, or other unfavorable terms.

There is no guarantee that we will pay dividends or make other distributions in the future. If we are able to pay dividends, there is no guarantee that we will be able to offer fully franked dividends.

Our 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 our assets exceed our 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 our shareholders as a whole and the payment of the dividend does not materially prejudice our ability to pay our creditors. Therefore, there is no assurance that dividends will be paid. Moreover, to the extent that we pay any dividends, our ability to offer fully franked dividends is contingent on making taxable profits. Our 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 shareholder will differ depending on the shareholder’s particular tax circumstances. Our 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 shareholder. See the section entitled “Material Australian Tax Considerations” for more information regarding the Australian tax consequences of our future dividends.

Events outside our control may have a material adverse effect on our supply chain, the demand for our applications and our ability to conduct business.

Events may occur within or outside Australia that negatively impact global, Australian or other local economies relevant to our financial performance, operations and/or the price of our 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 our supply chain, the demand for our applications and our ability to conduct business.

An active trading market for our Ordinary Shares and Warrants may not develop, which would adversely affect the liquidity and price of our Ordinary Shares and Warrants.

An active trading market for our Ordinary Shares and Warrants may never develop or, if developed, it may not be sustained. You may be unable to sell your Ordinary Shares and Warrants of the Company unless a market can be established and sustained.

We may be required in the future to raise additional capital through public or private financing or other arrangements. If we are unable to raise such capital when needed, or on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

We 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

 

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could harm our business. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

The majority of our 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.

The majority of our 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).

Our constitution and other Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be deemed beneficial to our shareholders.

As an Australian company, we are subject to different corporate requirements than a corporation organized under the laws of the United States. Our constitution, as well as the Corporations Act, set forth various rights and obligations that are unique to us as an Australian company. These requirements may limit or otherwise adversely affect our ability to take actions that could be beneficial to our shareholders, including provisions that:

 

  

specify that general meetings of our shareholders can be called only by our 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;

 

  

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 our constitution.

In addition, because we are a public limited company organized under the laws of Australia and have more than 50 registered members, we are 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 Australian Securities and Investments Commission (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 we meet this criteria, we will be subject to the rules and restrictions applying under Australia’s takeovers laws in respect of the manner in which we respond or react to any takeover bid or other corporate control transaction, including but not limited to the following: (i) our ability to enter into deal protection arrangements with a bidder would be limited; and (ii) we may not, without the approval of our 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 our shares or assets.

 

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As a “foreign private issuer” under the rules and regulations of the SEC, we are 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.

We are considered 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, we are 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 we currently prepare our financial statements in accordance with U.S. GAAP, we are not required to do so, or to reconcile to U.S. GAAP, if we instead elect to prepare our financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. We are not required to comply with Regulation Fair Disclosure, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our 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 our securities. Accordingly, if you continue to hold our securities, you may receive less or different information about our company than you currently receive about a U.S. domestic public company.

In addition, as a “foreign private issuer” whose shares are listed on Nasdaq, we are permitted, subject to certain exceptions, to follow certain home country rules in lieu of certain Nasdaq listing requirements, which we intend to take advantage of. 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. We have the option to rely on available exemptions under Nasdaq’s Listing Rules that would allow us to follow our home country practice, including, among other things, the ability to opt out of (i) the requirement that our board of directors be comprised of a majority independent directors, (ii) the requirement that our independent directors meet regularly in executive sessions and (iii) the requirement that we 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. Our board of directors is comprised of a majority of independent directors. See “Description of Securities—Certain Disclosure Obligations” and “Management” for additional information.

We could lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our 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 our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we 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 we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

General Risk Factors

The JOBS Act permits EGCs like us to take advantage of certain exemptions from various reporting requirements applicable to public companies that are not EGCs.

We qualify as an EGC. As such, we expect 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 our periodic reports

 

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and proxy statements. As a result, our shareholders may not have access to certain information they deem important. We 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 DCRN’s initial public offering, (ii) in which we have 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 we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares and Warrants that are 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 we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

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. We 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, we, 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 our 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.

We cannot predict if investors will find our Ordinary Shares and Warrants less attractive because we will rely on these exemptions. If some investors find our Ordinary Shares and Warrants less attractive as a result, there may be a less active trading market for our Ordinary Shares and Warrants, and their stock price may be more volatile.

The United Kingdom’s exit from the European Union may adversely impact our 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, we 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 our business, financial condition and results of operations.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this 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 our current views, as applicable, with respect to, among other things, our respective capital resources, portfolio performance and results of operations. Likewise, all statements regarding anticipated growth in our 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 prospectus reflect our 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. We do not 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:

 

  

our ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to manage growth profitability following the Business Combination;

 

  

risks related to the rollout of our 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 our technology and products could have undetected defects or errors;

 

  

our ability to manage growth;

 

  

our ability to obtain and maintain financing arrangements on attractive terms;

 

  

our estimates of expenses, ongoing losses, future revenue, capital requirements and needs for or ability to obtain additional financing.

 

  

the effects of the COVID-19 pandemic or other adverse public health developments on our business;

 

  

the effects of competition on our future business;

 

  

the volatility of currency exchange rates;

 

  

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 we operate or will operate in the future;

 

  

potential litigation, governmental or regulatory proceedings, investigations or inquiries involving us, including in relation to the Business Combination;

 

  

inability to remediate material weaknesses in internal control over financial reporting and failure to maintain an effective system of internal controls, and the inability to accurately or timely report our financial condition or results of operations;

 

  

failure to maintain an effective system of internal control over financial reporting, and loss of securityholder confidence in our financial and other public reporting from the inability to accurately report our financial results or prevent fraud;

 

  

changes in personnel and availability of qualified personnel;

 

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environmental uncertainties and risks related to adverse weather conditions and natural disasters;

 

  

potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by us subsequent to the Business Combination;

 

  

higher costs as a result of being a public company;

 

  

general economic uncertainty;

 

  

the ability to maintain the listing of our securities on Nasdaq;

 

  

the limited experience of certain members of our management team in operating a public company in the United States; and

 

  

the volatility of the market price and liquidity of our securities; and

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We 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 prospectus, except as required by applicable law. For a further discussion of these and other factors that could cause our 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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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material U.S. federal income tax considerations to U.S. Holders and Non-U.S. Holders (each as defined below) of the ownership and disposition of Ordinary Shares and Warrants. This discussion applies only to Ordinary Shares and Warrants, as the case may be, that are held as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment).

The following does not purport to be a complete analysis of all potential tax considerations arising in connection with the ownership and disposal of Ordinary Shares and Warrants. The effects and considerations of other U.S. federal tax laws, such as estate and gift tax laws, alternative minimum or Medicare contribution tax consequences and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences discussed below. Tritium has not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS will not take or a court will not sustain a contrary position to that discussed below regarding the tax consequences discussed below.

This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

 

  

regulated investment companies and real estate investment trusts;

 

  

brokers, dealers or traders in securities;

 

  

traders in securities that elect to mark to market interested party transactions that require shareholder approval;

 

  

tax-exempt organizations or governmental organizations;

 

  

U.S. expatriates and former citizens or long-term residents of the United States;

 

  

persons holding Ordinary Shares and/or Warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

 

  

persons subject to special tax accounting rules as a result of any item of gross income with respect to Ordinary Shares and/or Warrants, as the case may be, being taken into account in an applicable financial statement;

 

  

persons that actually or constructively own 5% or more (by vote or value) of the Ordinary Shares;

 

  

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

  

S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);

 

  

U.S. Holders having a functional currency other than the U.S. dollar;

 

  

persons who hold or received Ordinary Shares and/or Warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation; and

 

  

tax-qualified retirement plans.

 

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For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Ordinary Shares and/or Warrants, as the case may be, that is for U.S. federal income tax purposes:

 

  

in individual who is a citizen or resident of the United States;

 

  

a corporation (or other entity taxable as a corporation) created or organized 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 that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a “United States person” (within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Ordinary Shares and/or Warrants, the tax treatment of an owner of such entity will depend on the status of the owners, the activities of the entity or arrangement and certain determinations made at the partner level. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO HOLDERS OF ORDINARY SHARES AND WARRANTS WILL DEPEND ON EACH HOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, AND LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF ORDINARY SHARES AND WARRANTS.

U.S. Holders

Distributions on Ordinary Shares

If Tritium makes distributions of cash or property on the Ordinary Shares, the gross amount of such distributions (including any amount of foreign taxes withheld) will be treated for U.S. federal income tax purposes first as a dividend to the extent of its current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a tax-free return of capital to the extent of the U.S. Holder’s tax basis, with any excess treated as capital gain from the sale or exchange of the shares. Because Tritium does not expect to provide calculations of its earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any dividend will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

Subject to the discussions below under “—Passive Foreign Investment Company Rules,” dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable long-term capital gains rate, provided that:

 

  

either (a) the Ordinary Shares are readily tradable on an established securities market in the United States, or (b) Tritium is eligible for the benefits of the Convention between the Government of the United States of America and the Government of the Australia for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Treaty”);

 

  

Tritium is neither a PFIC (as discussed below under “—Passive Foreign Investment Company Rules”) nor treated as such with respect to the U.S. Holder for Tritium in any taxable year in which the dividend is paid or the preceding taxable year;

 

  

the U.S. Holder satisfies certain holding period requirements; and

 

  

and certain other requirements are met.

 

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U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for dividends paid with respect to Ordinary Shares. Subject to certain exceptions, dividends on Ordinary Shares will constitute foreign source income and generally passive income for foreign tax credit limitation purposes.

Sale, Exchange, Redemption or Other Taxable Disposition of Ordinary Shares and Warrants

Subject to the discussion below under “ —Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Ordinary Shares or Warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such Ordinary Shares and/or Warrants, as the case may be. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Ordinary Shares or Warrants generally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, who has held the Ordinary Shares and/or Warrants for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations.

Any such gain or loss recognized generally will be treated as U.S. source gain or loss. U.S. Holders are urged to consult their own tax advisor regarding the ability to claim a foreign tax credit and the application of the Treaty to such U.S. Holder’s particular circumstances.

Exercise or Lapse of a 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 upon the acquisition of a Ordinary Share on the exercise of a Warrant for cash. A U.S. Holder’s tax basis in Ordinary Shares received upon exercise of the Warrant generally should be an amount equal to the sum of the U.S. Holder’s tax basis in the Warrant received therefore and the exercise price. The U.S. Holder’s holding period for a Ordinary Share received upon exercise of the Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Warrant and will not include the period during which the U.S. Holder held the Warrant. If a Warrant is allowed to lapse unexercised, a U.S. Holder that has otherwise received no proceeds with respect to such Warrant generally will recognize a capital loss equal to such U.S. Holder’s tax basis in the Warrant.

The tax consequences of a cashless exercise of a Warrant are not clear under current U.S. federal income tax law. A cashless exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s basis in the Ordinary Shares received would equal the U.S. Holder’s basis in the Warrants exercised therefor. If the cashless exercise is not treated as a realization event, a U.S. Holder’s holding period in the Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Ordinary Shares would include the holding period of the Warrants exercised therefor.

It is also possible that a cashless exercise of a Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under “ —Sale, Exchange, Redemption or Other Taxable Disposition of Ordinary Shares and Warrants.” In such event, a U.S. Holder could be deemed to have surrendered Warrants equal to the number of Ordinary Shares having an aggregate fair market value equal to the exercise price for the total number of Warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount generally equal to the difference between (i) the fair market value of the Warrants deemed surrendered and (ii) the U.S. Holder’s tax basis in such Warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the Ordinary Shares received would equal the sum of (i) U.S. Holder’s tax basis in the Warrants deemed exercised and (ii) the exercise price of such Warrants. A U.S. Holder’s holding period for the Ordinary Shares received in such case generally would commence on the date following the date of exercise (or possibly the date of exercise) of the Warrants.

 

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Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of Warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of Warrants.

Possible Constructive Distributions

The terms of each Warrant provide for an adjustment to the number of Ordinary Shares for which the Warrant may be exercised or to the exercise price of the Warrant in certain events, as discussed under “Description of Securities.” An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder of a Warrant would, however, be treated as receiving a constructive distribution from Tritium if, for example, the adjustment increases the holder’s proportionate interest in Tritium’s assets or earnings and profits (for instance, through an increase in the number of Ordinary Shares that would be obtained upon exercise of such Warrant) as a result of a distribution of cash or other property such as other securities to the holders of the Ordinary Shares which is taxable to the holders of such shares as described under “ —Distributions on Ordinary Shares” above. Such constructive distribution would generally be subject to tax as described under that section in the same manner as if the U.S. Holder of such Warrant received a cash distribution from Tritium equal to the fair market value of such increased interest. However, it is unclear whether a distribution treated as a dividend deemed paid to a non-corporate U.S. Holder would be eligible for the lower applicable long-term capital gains rates as described above under “ —Distributions on Ordinary Shares.”

Passive Foreign Investment Company Rules

The treatment of U.S. Holders of Ordinary Shares could be materially different from that described above, if Tritium is treated as a PFIC for U.S. federal income tax purposes. A non-U.S. entity treated as a corporation for U.S. federal income tax purposes generally will be a PFIC for U.S. federal income tax purposes for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, Tritium will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes in which Tritium owns, directly or indirectly, 25% or more (by value) of the stock. Based on the current and anticipated composition of the income, assets and operations of Tritium and its subsidiaries, Tritium does not believe it will be treated as a PFIC for the current taxable year.

However, whether we or any of our subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our income and assets, our market value and the market value of our subsidiaries’ shares and assets. Changes in the composition of our income or asset may cause us to be or become a PFIC for the current or subsequent taxable years. In addition, whether we are treated as a PFIC for U.S. federal income tax purposes is determined annually after the close of each taxable year and, thus, is subject to significant uncertainty. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS. Accordingly, there can be no assurances that we will not be treated as a PFIC for the current taxable year or in any future taxable year.

Under the PFIC rules, if Tritium were considered a PFIC at any time that a U.S. Holder owns Ordinary Shares or Warrants, Tritium would continue to be treated as a PFIC with respect to such U.S. Holder’s investment unless (i) it ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules. If such election is made, a U.S. Holder will be deemed to have sold its Ordinary Shares or Warrants at their fair market value on the last day of the last taxable year in which Tritium is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below. After the deemed sale election, the Ordinary Shares or Warrants with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless Tritium subsequently becomes a PFIC.

 

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For each taxable year that Tritium is treated as a PFIC with respect to a U.S. Holder’s Ordinary Shares or Warrants, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” (as defined below) received and any gain realized from a sale or disposition (including a pledge) of its Ordinary Shares or Warrants (collectively the “Excess Distribution Rules”), unless the U.S. Holder makes a valid QEF election or mark-to-market election as discussed below. Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the Ordinary Shares will be treated as excess distributions. Under these special tax rules:

 

  

the excess distribution or gain (including gain on a sale of disposition of Warrants) will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares or Warrants;

 

  

the amount allocated to the current taxable year, and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which Tritium is a PFIC, will be treated as ordinary income; and

 

  

the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Under the Excess Distribution Rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the Ordinary Shares or Warrants cannot be treated as capital gains, even though the U.S. Holder holds the Ordinary Shares or Warrants as capital assets.

Certain of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which Tritium may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance, however, that Tritium does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to any of Tritium’s subsidiaries.

If Tritium is a PFIC, a U.S. Holder of Ordinary Shares (but not Warrants) may avoid taxation under the Excess Distribution Rules described above by making a “qualified electing fund” (“QEF”) election. However, a U.S. Holder may make a QEF election with respect to its Ordinary Shares only if Tritium provides U.S. Holders on an annual basis with certain financial information specified under applicable U.S. Treasury regulations. Because Tritium does not intend to provide such information, however, the QEF Election will not be available to U.S. Holders with respect to Ordinary Shares and a QEF election is not available with respect to Warrants.

Alternatively, a U.S. Holder of “marketable stock” (as defined below) may make a mark-to-market election for its Ordinary Shares to elect out of the Excess Distribution Rules discussed above if Tritium is treated as a PFIC. If a U.S. Holder makes a mark-to-market election with respect to its Ordinary Shares, such U.S. Holder will include in income for each year that Tritium is treated as a PFIC with respect to such Ordinary Shares an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of the U.S. Holder’s taxable year over the adjusted basis in the Ordinary Shares. A U.S. Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. However, deductions will be allowed only to the extent of any net mark-to-market gains on the Ordinary Shares included in the U.S. Holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such Ordinary Shares previously included in income. A U.S. Holder’s basis in the Ordinary Shares will be adjusted to reflect any mark-to-market income or loss. If a U.S. Holder makes a mark-to-market election, any distributions Tritium makes would generally be subject to the rules discussed above under “ —Distributions on Ordinary

 

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Shares,” except the lower rates applicable to qualified dividend income would not apply. U.S. Holders of Warrants may not be able to make a mark-to-market election with respect to their Warrants.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. The Ordinary Shares, which are expected to be listed on Nasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that Ordinary Shares will be “regularly traded” for purposes of these rules. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder will continue to be subject to the Excess Distribution Rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for Tritium.

If a U.S. Holder does not make a mark-to-market election (or a QEF election) effective from the first taxable year of a U.S. Holder’s holding period for the Ordinary Shares in which Tritium is a PFIC, then the U.S. Holder generally will remain subject to the Excess Distribution Rules. A U.S. Holder that first makes a mark-to-market election with respect to the Ordinary Shares in a later year will continue to be subject to the Excess Distribution Rules during the taxable year for which the mark-to-market election becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years for which a valid mark-to-mark election remains in effect, the Excess Distribution Rules generally will not apply. A U.S. Holder that is eligible to make a mark-to-market with respect to its Ordinary Shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective. U.S. Holders should consult their own tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any Lower-Tier PFICs.

A U.S. Holder of a PFIC may be required to file an IRS Form 8621 on an annual basis. U.S. Holders should consult their own tax advisors regarding any reporting requirements that may apply to them if Tritium is a PFIC.

U.S. Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances.

Non-U.S. Holders

The section applies to Non-U.S. Holders of Ordinary Shares and Warrants. For purposes of this discussion, a Non-U.S. Holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of Ordinary Shares or Warrants that is not a U.S. Holder, including:

 

  

a nonresident alien individual, other than certain former citizens and residents of the United States;

 

  

a foreign corporation; or

 

  

a foreign estate or trust.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Ordinary Shares and Warrants to Non-U.S. Holders

Any (i) distributions of cash or property paid to a Non-U.S. Holders in respect of Ordinary Shares or (ii) gain realized upon the sale or other taxable disposition of Ordinary Shares and/or Warrants generally will not be subject to U.S. federal income taxation unless:

 

  

the gain or distribution is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); or

 

  

in the case of any gain, the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.

 

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Gain or distributions described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a Warrant, or the lapse of a Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a Warrant by a U.S. Holder, as described under “—U.S. Holders-Exercise or Lapse of a Warrant,” above, although to the extent a cashless exercise or lapse results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of Ordinary Shares and Warrants.

Non-U.S. Holders should consult their own tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Information reporting requirements may apply to distributions received by U.S. Holders of Ordinary Shares, and the proceeds received on sale or other taxable the disposition of Ordinary Shares or Warrants effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. Any distributions with respect to Ordinary Shares and proceeds from the sale, exchange, redemption or other disposition of Ordinary Shares or Warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. Holders should consult their own tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Information returns may be filed with the IRS in connection with, and Non-U.S. Holders may be subject to backup withholding on amounts received in respect of, a Non-U.S. Holder’s Ordinary Shares or Warrants, unless the Non-U.S. Holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption. Distributions paid with respect to Ordinary Shares and proceeds from the sale of other disposition of Ordinary Shares or Warrants received in the United States by a Non-U.S. Holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such Non-U.S. Holder provides proof an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding generally may be credited against the taxpayer’s U.S. federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

 

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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 Tritium with respect to the ownership and disposition of Tritium Ordinary Shares.

The comments in this section deal only with the Australian taxation implications of the ownership and disposition of Tritium Ordinary Shares if you hold your Tritium 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 Tritium 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 Tritium Ordinary Shares by Tritium Shareholders, the taxation laws of Australia, or their interpretation, may change (possibly with retroactive effect).

Tritium, Tritium Australia and Tritium 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 Tritium shareholders. It is strongly recommended that each Tritium 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 Tritium 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 Tritium Ordinary Shares

Dividends paid by Tritium 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%).

 

53


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 Tritium 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 Tritium shareholders should be entitled to a tax offset up to the amount of the franking credit attached to the dividend.

An Australian resident corporate Tritium 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 Tritium shareholder to pass on the franking credits to its investor(s) on the subsequent payment of franked dividends.

Excess franking credits received by corporate Tritium 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 Tritium 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

 

54


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. Tritium shareholders should obtain their own tax advice to determine these matters.

Qualified Persons

The benefit of franking credits can be denied where a Tritium shareholder is not a “qualified person” in which case the Tritium 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 Tritium shareholder must satisfy the holding period rule and, if necessary, the related payment rule. The holding period rule requires a Tritium 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. Tritium 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 Tritium shareholders, who hold their Tritium Ordinary Shares on capital account, the future disposal of Tritium Ordinary Shares will give rise to a CGT event at the time which the legal and beneficial ownership of the Tritium Ordinary Shares are disposed of. Tritium shareholders will derive a capital gain on the disposal of their shares in Tritium to the extent that the capital proceeds exceed the cost base of their Tritium Ordinary Shares.

A capital loss will be made where the capital proceeds are less than the reduced cost base of their Tritium 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 Tritium shareholder in respect to the disposal of their Tritium Ordinary Shares.

Cost base of Tritium Ordinary Shares

The cost base of a Tritium ordinary share will generally be equal to the cost of acquiring the Tritium 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 Tritium 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 Tritium shareholders that are Australian tax resident individuals, complying Australian superannuation funds or trusts, who have held, or are taken to have held, their Tritium Ordinary

 

55


Shares for at least 12 months (not including the date of acquisition or date of disposal) at the time of the disposal of their Tritium 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 Tritium Ordinary Shares for the purposes of the CGT discount should be the acquisition date of the Tritium shareholder’s pre-existing shares.

The CGT discount is:

 

  

one-half if the Tritium 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 Tritium 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 Tritium shareholders that are companies.

If a Tritium 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 Tritium 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 Tritium 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 Tritium Ordinary Shares

Non-Australian resident Tritium 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 Tritium 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. Tritium). Dividends can be “fully franked”, “partially franked” or “unfranked”.

Dividends received by non-Australian resident Tritium 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 Tritium shareholders should not be subject to Australian dividend withholding tax where Tritium pays an unfranked dividend out of income which Tritium has declared to be conduit foreign

 

56


income (“CFI”). Generally, CFI would include amounts received by Tritium 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 Tritium 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 Tritium shareholder is a tax resident of a country that has a double tax treaty (“DTT”) with Australia. In the event the Tritium 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 Tritium 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 Tritium shareholders.

GST

The acquisition or disposal of Tritium 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 Tritium Ordinary Shares.

No GST should be payable in respect of dividends paid to Tritium shareholders.

Subject to certain requirements, there may be a restriction on the entitlement of Tritium shareholders registered for GST to claim an input tax credit for any GST incurred on costs associated with the acquisition or disposal of Tritium Ordinary Shares (e.g. lawyer’s and accountants’ fees).

Stamp Duty

No stamp duty should be payable on the acquisition of Tritium Ordinary Shares.

 

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our total capitalization as of June 30, 2021, on a pro forma basis (unaudited) after giving effect to the Business Combination for gross proceeds, prior to the payment of expenses, to us of approximately $53.2 million, and on an as adjusted basis (unaudited) after giving effect to:

 

  

the refinancing of existing borrowings at the consummation of the Business Combination;

 

  

the issuance of the Option Shares under the Option Agreements entered into with the Holders;

 

  

the issuance of the Subscription Shares under the A&R Subscription Agreement entered into with Palantir; and

 

  

the A&R Warrant Agreement, including the subsequent adjustment to the terms of the Warrants thereunder in connection with our entry into the Option Agreements.

The information in this table should be read in conjunction with DCRN’s unaudited financial statements as of and for the six months ended June 30, 2021 (as restated); DCRN’s audited financial statements as of and for the period from December 4, 2020 (inception) through December 31, 2020; and Tritium Holdings’ audited consolidated financial statements as of and for the years ended, June 30, 2021 and 2020, as well as the notes thereto, and other financial information included elsewhere in this prospectus, any prospectus supplement or incorporated by reference in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods. The “As Adjusted” presentation below reflects transactions that were not conditions precedent to the Business Combination but took place on or immediately after the Business Combination.

 

   As of June 30, 2021 
   Pro-forma(1)   As Adjusted 

Cash and cash equivalents

  $(81,727  $65,123 

Borrowings(2)

   25    25 
  

 

 

   

 

 

 

CIGNA Refinance Loan(3)

   —      86,850 
  

 

 

   

 

 

 

Total Indebtedness

   25    86,875 
  

 

 

   

 

 

 

Tritium Ordinary Shares(4) (5)

   130,493    190,493 

Additional paid-in capital

   4,575    4,575 

Accumulated other comprehensive loss

   (3,696   (3,696

Accumulated losses(6)

   (216,078   (220,076
  

 

 

   

 

 

 

Total equity

   (84,706   (28,704
  

 

 

   

 

 

 

Total capitalization

   (84,681   58,171 
  

 

 

   

 

 

 

 

(1)

Amounts derived from “Pro Forma Combined” column of the Unaudited Pro Forma Condensed Combined Balance Sheet—As of June 30, 2021 contained under the header “Unaudited Pro Forma Condensed Combined Financial Information.”

(2)

The existing Borrowings pertains to the NAB Facility (as defined herein). For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—NAB Facility.

(3)

On the Closing Date, we refinanced the existing CIGNA Loan consisting of a new 3-year $90 million CIGNA Refinance Loan (as defined herein). The CIGNA Refinance Loan had commitment fees of $0.9 million and establishment fees of $2.25 million associated with its issuance. The entry of the CIGNA Refinance Loan was concurrent and conditional upon, the completion of the Business Combination. As a result of the high level of redemptions from DCRN’s public shareholders in connection with the Business Combination, the terms of the CIGNA Refinance Loan were adjusted to specify that the conditions to issuance include Tritium holding a minimum cash balance of $50.0 million at completion of the Business Combination and $65.0 million at such time as the additional funds are received from the placement of the

 

58


 Option Shares, as well as the repayment of the existing CIGNA Loan. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—CIGNA Loan” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—CIGNA Refinance Loan.
(4)

On the Closing Date, we entered into the Option Agreements pursuant to which we granted to the Holders the contingent right to subscribe for and purchase, and the Holders committed to subscribe for and purchase, an aggregate of 7,500,000 Ordinary Shares for an exercise price of $6.00 per share for an aggregate purchase price of up to $45.0 million. On January 27, 2022 we provided notice to the Holders that we elected to exercise our rights under the Option Agreements to issue an aggregate of 7,500,000 Ordinary Shares. We expect to receive gross proceeds of approximately $45.0 million from the issuance and expect settlement to occur on or about, or prior to, March 17, 2022.

(5)

On July 27, 2021, we entered into the Subscription Agreement with Palantir. As a result of the high levels of redemptions by DCRN’s public shareholders in connection with the Business Combination, we provided the Minimum Cash Waiver to DCRN. As a result of the Minimum Cash Waiver, Palantir exercised its rights under the Subscription Agreement not to consummate its investment in Tritium. On January 31, 2022 we and DCRN entered into the A&R Subscription Agreement with Palantir, pursuant to which we granted to Palantir the contingent right to subscribe for and purchase, and Palantir committed to subscribe for and purchase, an aggregate of up to 2,500,000 Subscription Shares, subject to certain conditions, for an exercise price of $6.00 per share and an aggregate purchase price of up to $15.0 million. We intend to provide notice to Palantir that we elect to exercise our right under the A&R Subscription Agreement to issue the 2,500,000 Subscription Shares to Palantir and we expect to receive gross proceeds of approximately $15.0 million from the issuance and expect settlement to occur on or about, or prior to, March 17, 2022.

(6)

The warrant agreement originally entered into by DCRN to purchase DCRN Class A Common Stock sold to the public in DCRN’s initial public offering was amended and restated in connection with the issuance and exercise of the Option Agreements resulting in a change in the fair value of the outstanding warrants as of the Business Combination date. An additional 1,000,000 DCRN private placement warrants related to working capital loans have not been considered as they were not outstanding at June 30, 2021 and were issued and repriced following the Business Combination.

 

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USE OF PROCEEDS

We will receive up to $150.3 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. If the Warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the Warrants.

The Selling Securityholders will receive all of the net proceeds from the sale of any Ordinary Shares or Warrants offered by them under this prospectus.

We will bear all costs, expenses and fees in connection with the registration of the Ordinary Shares and Warrants offered by the Selling Securityholders pursuant to this prospectus, whereas the Selling Securityholders will bear all incremental selling expenses, including commissions, brokerage fees and other similar selling expenses.

 

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DIVIDEND POLICY

We have never declared or paid any cash dividend on our Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our Ordinary Shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

We are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

Our company was established on May 7, 2021, for the purpose of effectuating the Business Combination described herein. We are a holding company and have no assets and liabilities and do not operate any businesses. Accordingly, no financial statements of our company have been included in this prospectus.

The following unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations present the historical financial statements of Tritium Holdings and DCRN, adjusted to reflect the Business Combination.

The unaudited pro forma condensed combined balance sheet of our company as of June 30, 2021 combines the historical audited statement of financial position of Tritium Holdings as of June 30, 2021 and the unaudited balance sheet of DCRN as of June 30, 2021 (as restated) on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement, summarized below, had been consummated on June 30, 2021.

The unaudited pro forma condensed combined statement of operations of our company for the twelve months ended June 30, 2021 reflects, with respect to Tritium Holdings, the consolidated statement of comprehensive loss of Tritium Holdings 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 statement 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 beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information does not purport to represent, and is not necessarily indicative of, the actual results of operations or financial condition had Tritium Holdings and DCRN been combined during the periods presented in the unaudited pro forma condensed combined financial information and is not intended to project the future results of operations or financial condition that the combined company may achieve.

The unaudited pro forma condensed combined financial information gives effect to the following (collectively, the “Transactions”):

 

  

the reverse recapitalization between Tritium Holdings and DCRN as a result of the Business Combination Agreement;

 

  

repayment of the CIGNA Loan, Convertible Notes and Shareholder Loan (each as defined below) held by Tritium pursuant to change in control provisions triggered by the consummation of the Business Combination. This includes payment of interest and early repayment penalties for the CIGNA Loan including tranches drawn down subsequent to June 30, 2021;

 

  

settlement of share-based compensation obligations issued by Tritium Holdings, which was triggered by the consummation of the Business Combination through a payment of cash and issuance of equity instruments;

 

  

recognition of the additional compensation expense and payment of estimated fringe benefit tax payable by Tritium Holdings, which was triggered as a result of the modification of various loan funded share-based compensation plans as a result of the Business Combination;

 

62


  

settlement of the shareholder option held by Vontier, which was settled as a condition precedent to the Business Combination;

 

  

recognition of transaction costs realized as part of the Business Combination; and

 

  

implications of the redemptions on cash reserves.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following, all of which, except for DCRN’s unaudited financial statements as of and for the six months ended June 30, 2021 (as restated), are included elsewhere in this prospectus:

 

  

the accompanying notes to the unaudited pro forma condensed combined financial information;

 

  

DCRN’s unaudited financial statements as of and for the six months ended June 30, 2021 (as restated);

 

  

DCRN’s audited financial statements as of and for the period from December 4, 2020 (inception) through December 31, 2020;

 

  

Tritium Holdings’ audited consolidated financial statements as of and for the years ended, June 30, 2021 and 2020;

 

  

the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and

 

  

other information relating to Tritium Holdings and DCRN, including the Business Combination Agreement.

DCRN’s unaudited financial statements as of and for the six months ended June 30, 2021 (as restated) were filed publicly on the SEC’s EDGAR system with DCRN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and were restated in DCRN’s unaudited financial statements as of and for the nine months ended September 30, 2021, which are included elsewhere in this prospectus.

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company after giving effect to the Business Combination.

Description of the Business Combination

Pursuant to the Business Combination Agreement, we acquired the shares of Tritium Holdings and Merger Sub merged with and into DCRN, with DCRN surviving the Merger. Tritium Holdings and DCRN became wholly owned subsidiaries of our company. Tritium Holdings’ shareholders received or had the right to receive our Ordinary Shares at a deemed value of $10 per share. The Business Combination has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States. Under this method of accounting, DCRN has been treated as the “acquired” company for financial reporting purposes. For accounting purposes, Tritium Holdings has been deemed to be the accounting acquirer in the transaction and, consequently, the transaction has been treated as a recapitalization of Tritium Holdings (i.e., a capital transaction involving the issuance of shares by DCRN for the shares of Tritium Holdings). Consequently, Tritium Holdings has been deemed the accounting predecessor, meaning that Tritium Holdings’ consolidated assets, liabilities and results of operations have become the historical financial statements of our company.

The shares issued by the acquirer have been recognized at fair value and recorded as consideration for the acquisition of the public shell company, DCRN. There has been no acquisition accounting and no recognition of goodwill or other intangible assets, as DCRN did not meet the definition of a business as defined under ASC 805. The net assets of DCRN have been recognized at historical cost (which is expected to be consistent with carrying value).

 

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Tritium Holdings has been determined to be the accounting acquirer (notwithstanding that it has been legally acquired by our company) based on evaluation of the following facts and circumstances:

 

  

Tritium Holdings’ business comprises the ongoing operations of the combined company;

 

  

previous Tritium Holdings’ shareholders have the largest ownership interest and voting interest in the combined entity, which is 88.6% based on shareholdings and the number of Ordinary Shares outstanding as of February 7, 2022;

 

  

the combined entity’s board of directors consists of seven directors; Tritium Holdings had the ability to appoint five directors and continues to control the combined company’s board of directors;

 

  

Tritium Holdings was the larger entity, in terms of both revenues and total assets. Tritium Holdings had $87.9 million in total assets as of June 30, 2021 and had $56.2 million in revenue from continuing operations for the year ended June 30, 2021. DCRN had $1.0 million in total assets excluding investments held in trust as part of the proposed Business Combination as of June 30, 2021 and had $0 in total revenues for the six months ended June 30, 2021, and $0 in total revenues for the period from inception (December 4, 2020) through December 31, 2020;

 

  

the senior management team of the combined entity is comprised of the executive officers of Tritium Holdings, as disclosed in this prospectus. Out of the disclosed executive officers, all of them were previous Tritium Holdings employees; and

 

  

we have continued to operate under the Tritium Holdings trade name and the combined entity’s headquarters are based in Australia, with its corporate head office in Brisbane, consistent with the previous location of Tritium Holdings’ head office.

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 Holdings was the accounting acquirer in the Business Combination.

The following summarizes the pro forma Ordinary Shares outstanding following the consummation of the Business Combination, (totals may not add to 100.0% due to rounding):

 

   Number of Shares   %
Shareholding
 

Shares held by former Tritium Holdings Shareholders(1)

   120,000,000    88.6 

Shares held by former DCRN public stockholders(2)

   5,318,194    3.9 

Shares held by former DCRN initial stockholders(3)

   10,062,500    7.4 
  

 

 

   

Total Tritium Ordinary Shares(4)

   135,380,695   
  

 

 

   

 

(1)

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

(2)

Reflects redemption of 34,931,806 shares of DCRN Class A Common Stock in connection with the Business Combination.

(3)

Shares held by DCRN Sponsor and certain of DCRN’s previous independent directors.

(4)

Amount also reflects one (1) Ordinary Share held by our original sole shareholder prior to the Business Combination, Mark Johannes Thomas Schutters.

 

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Unaudited Pro Forma Condensed Combined Balance Sheet—As of June 30, 2021

(In thousands, except number of shares and par value)

 

   Tritium
Holdings
  DCRN   Transaction
Accounting
Adjustments
  

Notes 3(1)

  Pro Forma
Combined
 
   As of
June 30,
2021
  As of
June 30,
2021
(As restated)
           

Assets

        

Current assets

        

Cash and cash equivalents

  $6,157    $53,191  (a)  $(81,727
      (14,088 (b)  
      (20,956 (c)  
      (24,772 (d)  
      (61,011 (g)  
      (7,244 (h)  
      (7,139 (i)  
      (5,865 (k)  

Accounts receivable—related parties

   2,991        2,991 

Accounts receivable—external parties

   11,318        11,318 

Accounts receivable—allowance for expected credit losses

   (227       (227

Inventory

   36,430        36,430 

Prepaid expenses

   918   674       1,592 

Deposits

   4,912        4,912 
  

 

 

  

 

 

   

 

 

    

 

 

 

Total current assets

   62,499   674    (87,884    (24,711
  

 

 

  

 

 

   

 

 

    

 

 

 

Non–current assets

        

Investments held in Trust Account

    402,509    (402,509 (a), (l)    

Property, plant and equipment, net

   5,689        5,689 

Operating lease right of use assets, net

   18,312        18,312 

Prepaid expenses

    394       394 

Deposits

   1,350        1,350 
  

 

 

  

 

 

   

 

 

    

 

 

 

Total non–current assets

   25,351   402,903    (402,509    25,745 
  

 

 

  

 

 

   

 

 

    

 

 

 

Total assets

  $87,850  $403,577   $(490,393   $1,034 
  

 

 

  

 

 

   

 

 

    

 

 

 

Liabilities, Temporary Equity and Stockholders’ Equity

        

Current liabilities

        

Accounts payable

  $17,135  $3,352   $(8,146 (m)  $12,341 

Borrowings

   36,571     (36,546 (g)   25 

Contract liabilities

   9,198        9,198 

Employee benefits

   2,037        2,037 

Other provisions

   5,349        5,349 

Obligations under operating leases

   2,941        2,941 

Financial Instrument derivative

   874     (874 (g)   —   

Other current liabilities

   6,101   437    (5,345 (h)   1,193 
  

 

 

  

 

 

   

 

 

    

 

 

 

Total current liabilities

   80,206   3,789    (50,911    33,084 
  

 

 

  

 

 

   

 

 

    

 

 

 

Non–current liabilities

        

Obligations under operating leases

   17,660        17,660 

Contract liabilities

   1,618        1,618 

Employee benefits

   125        125 

Borrowings, less issuance costs

   37,369     (37,369 (g)   —   

Related party borrowings

   6,392     (6,392 (g)   —   

Financial instruments – derivative

   5,947     (5,947 (g)   —   

Other provisions

   2,541        2,541 

Deferred underwriting fee payable

    14,088    (14,088 (b)   —   

 

65


   Tritium
Holdings
  DCRN  Transaction
Accounting
Adjustments
  

Notes 3(1)

  Pro Forma
Combined
 
   As of
June 30,
2021
  As of
June 30,
2021
(As restated)
          

Warrant liabilities

    30,712      30,712 
  

 

 

  

 

 

  

 

 

    

 

 

 

Total non-current liabilities

   71,652   44,800   (63,796    52,656 
  

 

 

  

 

 

  

 

 

    

 

 

 

Total liabilities

   151,858   48,589   (114,707    85,740 
  

 

 

  

 

 

  

 

 

    

 

 

 

Commitment

       

DCRN Class A Common Stock subject to possible redemption

    402,500   (402,500 (f) (l)   —   
  

 

 

  

 

 

  

 

 

    

 

 

 

Stockholders’ Equity

       

Common shares, no par value, unlimited shares authorized at June 2021 and June 2020, 73,254,797 and 69,948,799 shares issued respectively, 67,892,971 shares outstanding as of June 30, 2021 and June 30, 2020

   92,809    (92,809 (j)   —   

Treasury shares, 5,361,826 and 2,055,828 as of June 2021 and June 2020

   —        

Class C shares, no par value, unlimited shares authorized at June 2021 and June 2020, 5,468,249 shares outstanding as of June 30, 2021 and June 30, 2020

   4,383    (4,383 (j)   —   

Tritium Ordinary Shares
unlimited shares authorized, 171,812,500 and 153,099,450 shares issued and outstanding assuming no redemptions and maximum redemptions, respectively

     130,493  (c), (d), (e), (f), (g), (h), (j), (n)   130,493 

Additional paid–in capital

   5,601   —     (1,026 (h), (i), (k), (o)   4,575 

Accumulated other comprehensive loss

   (3,696      (3,696

DCRN Class A Common Stock

    —     —       —   

DCRN Class B Common Stock, $0.0001 par value, 20,000,000 shares authorized, 10,062,500 shares issued and outstanding

    1   (1 (j)   —   

Accumulated losses

   (163,105  (47,513  (5,460 (c), (d), (e), (g), (h), (k), (p)   (216,078
  

 

 

  

 

 

  

 

 

    

 

 

 

Total Stockholders’ Equity

   (64,008  354,988   26,814     (84,706
  

 

 

  

 

 

  

 

 

    

 

 

 

Total Liabilities and Stockholders’ Equity

  $87,850  $403,577  $(490,393   $1,034 
  

 

 

  

 

 

  

 

 

    

 

 

 

 

66


Unaudited Pro Forma Condensed Combined Statement of Operations—For the year ended June 30, 2021

(In thousands, except per share amounts)

 

   Tritium
Holdings
Year ended
June 30, 2021
  DCRN from
December 4, 2020
(inception) to
June 30, 2021
(As restated)
  Transaction
Accounting
Adjustments
  Notes 3(1)  Pro Forma
Combined
 

Revenue:

      

Service and maintenance revenue—external parties

  $2,594     $2,594 

Service and maintenance revenue—related parties

   1      1 

Hardware revenue—external parties

   32,299      32,299 

Hardware revenue—related parties

   21,263      21,263 
  

 

 

  

 

 

  

 

 

   

 

 

 

Total Revenue

   56,157      56,157 
  

 

 

  

 

 

  

 

 

   

 

 

 

Cost of goods sold (exclusive of depreciation, shown separately below):

      

Service and maintenance—cost of goods sold

   (2,873     (2,873

Hardware—cost of goods sold

   (55,188     (55,188

Total cost of goods sold

   (58,061     (58,061
  

 

 

  

 

 

  

 

 

   

 

 

 
   (1,904     (1,904
  

 

 

  

 

 

  

 

 

   

 

 

 

Selling, general and administration expense

   (30,748  (5,095  (29,284  (c)   (65,127

Product development

   (10,521     (10,521

Depreciation expense

   (2,312     (2,312

Total operating costs and expenses

   (43,581  (5,095  (29,284   (77,960
  

 

 

  

 

 

  

 

 

   

 

 

 

Loss from operations

   (45,485  (5,095  (29,284   (79,864
  

 

 

  

 

 

  

 

 

   

 

 

 

Other income (expense), net:

 

    

Interest income

   12   9   (9  (d)   12 

Transaction and offering related fees

   (4,794   (4,361  (e)   (9,155

Offering costs allocated to warrant liabilities

    (1,048    (1,048

Finance Costs

   (8,795   8,795   (a)    

Government grants

   1,757      1,757 

Other income

   171      171 

Fair value movements—derivative

   (5,947   (7,807  (b)   (13,754

Fair value movements—warrants

    (1,663    (1,663
  

 

 

  

 

 

  

 

 

   

 

 

 

Total other income (expense)

   (17,596  (2,702  (3,382   (23,680
  

 

 

  

 

 

  

 

 

   

 

 

 

Net loss before income taxes

   (63,081  (7,797  (32,666   (103,544
  

 

 

  

 

 

  

 

 

   

 

 

 

Income tax expense

   (11     (11
  

 

 

  

 

 

  

 

 

   

 

 

 

Net Loss

  $(63,092 $(7,797 $(32,666  $(103,555
  

 

 

  

 

 

  

 

 

   

 

 

 

 

67


   Tritium
Holdings
Year ended
June 30, 2021
  DCRN from
December 4, 2020
(inception) to
June 30, 2021
(As restated)
  Transaction
Accounting
Adjustments
  Notes 3(1)   Pro Forma
Combined
 

Loss per common share, basic and diluted

  $(0.86     

Loss per Class C share, basic and diluted

  $(0.86     

Weighted average number of common shares, basic and diluted

   67,893      

Weighted average number of Class C shares, basic and diluted

   5,468      

Loss per share of DCRN Class A Common Stock, basic and diluted

    (0.19    

Loss per share of DCRN Class B Common Stock, basic and diluted

    (0.19    

Weighted average number of shares of DCRN Class A Common Stock, basic and diluted

    31,800     

Weighted average number of shares of DCRN Class B Common Stock, basic and diluted

    10,063     

Loss per Tritium Ordinary Share, basic and diluted

        (0.81

Weighted average number of Tritium Ordinary Shares basic and diluted

        127,656 

Other comprehensive income (net of tax):

       

Change in foreign currency translation adjustment

   (136      (136
  

 

 

  

 

 

  

 

 

    

 

 

 

Total other comprehensive income (net of tax)

   (136      (136
  

 

 

  

 

 

  

 

 

    

 

 

 

Total comprehensive loss

  $(63,228 $(7,797 $(32,666   $(103,691
  

 

 

  

 

 

  

 

 

    

 

 

 

Notes to Unaudited Pro Forma Condensed Combined Financial Information

 

1.

Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information has been adjusted to include Transaction Accounting Adjustments, which reflect the application of the accounting required by U.S. GAAP, for the Business Combination as a reverse recapitalization, described above, to the Tritium Holdings and DCRN historical financial information (“Transaction Accounting Adjustments”).

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

 

68


The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company after giving effect to the Business Combination.

The unaudited pro forma condensed combined financial information has been prepared with DCRN as the acquired company and Tritium Holdings as the accounting acquirer for financial reporting purposes.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the Business Combination occurred on June 30, 2021. The unaudited pro forma condensed combined statement of operations of our company for the twelve months ended June 30, 2021 reflects, with respect to Tritium Holdings, the consolidated statement of comprehensive loss of Tritium Holdings 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 statement 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 pro forma adjustments are based on certain currently available information and certain assumptions and estimates as described in the accompanying notes that we believe are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Additionally, the unaudited pro forma condensed combined financial information is based on preliminary accounting conclusions, which are subject to change. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the differences may be material. We believe that our assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the consummation of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations and financial position of the combined company had Tritium Holdings and DCRN been combined during the periods presented in the unaudited pro forma condensed combined financial information and is not intended to project the future results of operations that the combined company may achieve. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with Tritium Holdings and DCRN and should be read in conjunction with the audited financial statements and unaudited financial statements and notes thereto of DCRN and the audited financial statements and notes thereto of Tritium Holdings included elsewhere in this prospectus. Tritium Holdings and DCRN have not had any historical relationship prior to the Transaction. Accordingly, no pro forma adjustments were required to eliminate any activities between Tritium Holdings and DCRN.

The unaudited pro forma provision for income taxes does not necessarily reflect the amounts that would have resulted had Tritium Holdings and DCRN filed consolidated income tax returns during the periods presented.

 

2.

Accounting Policies

Following the consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of that review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the combined company. Based on its initial analysis, management did not identify any significant differences in accounting policies that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

 

69


3.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial statements have been prepared to illustrate the effect of the Business Combination. They have been prepared for informational purposes only and are subject to a number of uncertainties and assumptions as described in these accompanying notes.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 gives effect to the Business Combination as if it was completed on June 30, 2021.

 

(1)

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2021 are as follows:

 

 a.

Reflects the recognition and reclassification of $53.2 million of cash held in the Trust Account as of June 30, 2021 to cash and cash equivalents that becomes available for general use by Tritium following the closing of the Business Combination and post redemptions by DCRN public stockholders.

 

 b.

Reflects the payment of $14.1 million of deferred underwriting fees incurred in connection with the DCRN IPO due as a result of the consummation of the Business Combination.

 

 c.

Represents the transaction costs of $21.0 million incurred by DCRN prior to, or concurrent with, the completion of the Business Combination by DCRN, excluding $14.1 million of deferred underwriting fees related to the DCRN IPO as described in note 3(1)(b). For the purposes of a reverse recapitalization transaction, the direct and incremental transaction costs relating to the Business Combination were approximately $15.1 million and are treated as a reduction of the resulting cash proceeds and accordingly reported as a reduction to Tritium Ordinary Shares. Tritium is a company incorporated in Australia. Under Australian law, share capital does not have any par value or share premium. Accordingly, pro forma adjustments relating to share capital have been recognized in Tritium Ordinary Shares rather than additional paid in capital. This reflects the legal status of capital balances in Tritium. The table below presents this in more detail:

 

   Notes   $’000 

Transaction costs incurred by DCRN considered to be direct and incremental to the transaction and recorded as a reduction to the Tritium Ordinary Shares

   3(1)(c)    (15,130

Transaction costs historically expensed within selling, general and administrative expenses in the accompanying unaudited pro forma condensed combined statement of operations for DCRN (also included in accounts payable in the accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2021 for DCRN)

   3(1)(m)    (3,352

Transaction costs not yet incurred by DCRN as of June 30, 2021, recognized in accumulated losses

   3(1)(p)    (2,474
    

 

 

 

Total transaction costs estimated and incurred by DCRN

     (20,956

 

 d.

Represents transaction costs of $24.8 million incurred by Tritium Holdings prior to or concurrent with, the completion of the Business Combination. For the purpose of a reverse recapitalization transaction, the direct and incremental transaction costs in relation to the Business Combination are approximately

 

70


 $18.1 million and treated as a reduction of the resulting cash proceeds and accordingly reported as a reduction to Tritium Ordinary Shares. The table below presents this in more detail:

 

   Notes   $’000 

Transaction costs by Tritium Holdings considered to be direct and incremental to the transaction and recorded as a reduction to the Tritium Ordinary Shares

   3(1)(d)    (18,091

Transaction costs historically expensed as transaction and offering related fees within the statement of operations of Tritium Holdings as of June 30, 2021

   3(1)(m)    (4,794

Transaction costs not yet incurred by Tritium Holdings as of June 30, 2021, recognized in accumulated losses

   3(1)(p)    (1,887
    

 

 

 

Total transaction costs estimated and incurred by Tritium

     (24,772
    

 

 

 

 

 e.

Reflects the elimination of DCRN’s historical retained earnings against Tritium Ordinary Shares.

 

 f.

Reflects the reclassification of DCRN Class A Common Stock following consummation of the Business Combination and post redemption.

 

 g.

Represents the repayment of Tritium Holdings shareholder and external borrowings which were triggered by change of control provisions as a result of the Business Combination. Subsequent to June 2021, in July 2021, Tritium Holdings issued approximately $30 million aggregate principal amount paid in kind of interest-bearing borrowings (“Tranche 2”) on terms that are substantially the same as its existing interest-bearing borrowings (“Tranche 1”). No adjustment to the unaudited pro forma condensed combined financial information has been made for Tranche 2 principal amount of the borrowing drawn and repaid as these are not directly related to the Business Combination. Included in the pro forma adjustments is a prepayment penalty amount payable of $13,754,380 for both Tranche 1 and Tranche 2 upon a change in control. $5,947,000 of prepayment liability had previously been measured as a financial derivative liability and the same has been presented within “fair value movements – derivative” within the unaudited pro forma condensed combined statement of operations. For the purposes of this prepayment, a payment date of December 31, 2021 has been assumed. The total cash payable is $61,011,445. Additionally, the amounts include $37,419,677 in borrowings under the Convertible Notes (including the derivative recorded for the premium payable) which convert to equity in Tritium of $45,445,356. This is based on a discount to the fair value of 20% and 30%, depending on the tranche of the shareholder borrowings, based on the estimated fair value of the shares issued as of June 30, 2021.

 

 h.

Represents the settlement of Tritium Holdings’ share-based compensation plan which is triggered as a result of the Business Combination. The plan is settled via cash and the issuance of equity instruments. The total amount of the benefit payable is $22,651,289, which is based on the difference between the exercise price under the plan and the fair value of the Tritium Ordinary Shares received by Tritium Holdings shareholders and includes various employee related costs payable as a result of the settlement. This includes the modification of certain awards under the share-based compensation plan as a result of the transaction in the amount of $0.5 million. Upon consummation of the Business Combination, the options issued under the share-based compensation plan vest and payment is triggered. As of June 30, 2021 an amount of $5,345,000 had been recorded as a liability. Upon consummation of the Business Combination, the plan was to be settled in cash. However, an amendment to the form of the benefit has been agreed by the Board of Tritium. Instead, equity instruments at a price of $10 per share and cash on-costs of $7,244,000 equal to the total benefit of $22,651,289 will be provided. Additional compensation expense of $16.8 million recognized upon settlement of Tritium Holdings’ share-based compensation plan, represents the total amount of benefit

 

71


 payable of $22.6 million less the modification amount of $0.5 million recognized in APIC and the amount already expensed and recorded as a liability as of June 30, 2021 of $5.3 million.

 

 i.

Represents Tritium Holdings’ payment of $7,139,000 pursuant to the Vontier Release entered into in connection with the Business Combination. This represents settlement of payment for Tritium Holdings to reacquire the option held by Vontier for a right to acquire Tritium Holdings. The expiry of this option was a condition precedent to the Business Combination. This has been considered to be direct and incremental to the transaction, being a transaction with a shareholder, and therefore presented as an adjustment to Additional Paid in Capital, as disclosed in note 1(o).

 

 j.

Represents the pro forma adjustment for the issuance of 120,000,000 Tritium Ordinary Shares as a result of the acquisition of Tritium Holdings. The total adjustment of $97.2 million consists of the total stockholders’ equity as of June 30, 2021 for Tritium Holdings’ common shares, and Class C shares plus DCRN’s Class B Common Stock.

 

 k.

Represents the pro forma adjustments as a result of the modifications made to Tritium Holdings’ loan funded share-based compensation scheme as a result of the transaction. This represents additional compensation expense recorded of $6,612,000 based on the differences between the original grant fair value and the estimated modified award as well as associated indirect tax payable of $5,865,000 arising as a result of the modification. The fair value on the modification date has been calculated on the basis of the assumptions existing at the date of modification of the loan funded share-based compensation scheme. The associated tax has been calculated on the basis of Australian indirect taxation rules. As the shares have fully vested historically, no options exist following the modification and treated as part of Tritium Ordinary Shares.

 

 l.

Represents the impact to cash of the actual redemptions in which 34,931,806 shares of DCRN Class A Common Stock were redeemed for $349,318,060 allocated to common stock, using a par value of $0.0001 per share at a redemption price of $10.00 per share (based on the fair value of the marketable securities held as of June 30, 2021 of $402.5 million).

 

 m.

Represents settlement of transaction costs of $3.4 million and $4.8 million, historically expensed as not being directly attributable to the Business Combination and incurred prior to the completion of the Business Combination by DCRN and Tritium Holdings, respectively, as disclosed above in notes 1(c) and 1(d), respectively.

 

 n.

For the purposes of the unaudited pro forma condensed combined balance sheet as of June 30, 2021, the estimated Tritium Ordinary Shares after the transaction accounting adjustments is reconciled below:

 

   Notes   $’000 

Direct and incremental costs incurred by DCRN

   3(1)(c)    (15,130

Direct and incremental costs incurred by Tritium Holdings

   3(1)(d)    (18,091

Elimination of DCRN historical accumulated losses

   3(1)(e)    (47,513

Reclassification of DCRN Class A Common Stock after redemption

   3(1)(f)    53,182 

Issuance of Tritium Holdings Shares as a result of settlement of share based compensation plan

   3(1)(h)    15,407 

Issuance of Tritium Holdings Shares as a result of the conversion of the Convertible Notes triggered as a result of the Business Combination

   3(1)(g)    45,445 

Issuance of 120,000,000 Tritium Ordinary Shares to Tritium Holdings shareholders

   3(1)(j)    97,193 
    

 

 

 

Total

     130,493 
    

 

 

 

 

72


 o.

For the purposes of the unaudited pro forma condensed combined balance sheet as of June 30, 2021, the Additional Paid-in capital of Tritium after the transaction accounting adjustments is reconciled below:

 

   Notes   $’000 

Additional paid in capital—Tritium Holdings

     5,601 

Modification of Tritium Holdings’ Loan Funded Share Plan

   3(1)(h)    (499

Settlement of Vontier option

   3(1)(i)    (7,139

Modification of cash-based share compensation plan

   3(1)(k)    6,612 
    

 

 

 

Total

     4,575 
    

 

 

 

 

 p.

For the purposes of the unaudited pro forma condensed combined balance sheet as of June 30, 2021, the Accumulated Losses in Tritium after the transaction accounting adjustments is reconciled below:

 

   Notes  $’000 

Accumulated losses—Tritium Holdings

    (163,105

Accumulated losses—DCRN

    (47,513

Transaction costs incurred by DCRN, recognized in accumulated losses

   3(1)(c)   (2,474

Elimination of DCRN historical retained earnings

   3(1)(e)   47,513 

Estimated transaction costs incurred by Tritium Holdings, recognized in accumulated losses

   3(1)(d)   (1,887

Recognition of impacts as a result of repayment of debt

   3(1)(g)   (19,328

Recognition of additional compensation expense upon settlement of Tritium Holdings share-based compensation plan

   3(1)(h)   (16,807

Recognition of additional compensation expense and associated tax impacts due to modifications of Tritium Holdings’ Loan Funded Share Plan

   3(1)(k)   (12,477
   

 

 

 

Total

    (216,078
   

 

 

 

 

(2)

For the purposes of the unaudited pro forma condensed combined balance sheet as of June 30, 2021, the cash balance of Tritium after the transaction accounting adjustments is reconciled below:

 

   Notes   $’000 

Cash held by Tritium Holdings

     6,157 

Cash held by DCRN

     —   

Transaction Accounting Adjustments

    

Receipt of Trust Account funds post redemption

   3(1)(a)    53,191 

Payment of deferred DCRN IPO costs

   3(1)(b)    (14,088

Payment of deferred underwriting fees incurred in connection with the DCRN IPO

   3(1)(c)    (20,956

Post-Transaction Accounting Adjustments

    

Payment of Tritium and Tritium Holdings transaction costs

   3(1)(d)    (24,772

Settlement of loan funding held by Tritium Holdings

   3(1)(g)    (61,011

Settlement of cash-based share compensation plan

   3(1)(h)    (7,244

Settlement of Vontier shareholder option

   3(1)(i)    (7,139

Settlement of tax payable on share compensation plan modification

   3(1)(k)    (5,865
    

 

 

 

Total pro forma combined cash balance

     (81,727
    

 

 

 

 

73


Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended June 30, 2021

The pro forma transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the twelve months ended June 30, 2021 reflect, with respect to Tritium Holdings, the consolidated statement of comprehensive loss of Tritium Holdings 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 statement of operations for the period from December 4, 2020 (inception) through December 31, 2020 of DCRN, and gives effect to the Business Combination as if it was completed on July 1, 2020.

 

(1)

The pro forma transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2021 are as follows:

 

 a.

Represents the reduction in interest expense for external borrowings repaid as a result of the Business Combination. As no replacement borrowings were entered into, total interest expense of $8,795,000 has been adjusted.

 

 b.

Represents the recognition of the fair value of the prepayment derivative arising from certain external borrowings held by Tritium Holdings which is repaid as a result of the Business Combination. The total prepayment fee arises as a result of the Business Combination is $13,754,380 based on a payment date of December 31, 2021. The total amount adjusted was $7,807,380. An amount of $5,947,000 had been recorded at June 30, 2021, which represents the fair value of the prepayment derivative at that date. The difference between the amounts recorded at June 30, 2021 and the ultimate payment is recognized as an expense in the Statement of Operations when the payment occurs. This expense is not a continuing expense and is a one-off expense that is recognized when the external borrowings are repaid under the transaction.

 

 c.

Represents additional expenditure to be incurred for the settlement of the employee share-based compensation, which is required to be settled as a result of the Business Combination. No further cash settled employee share based plans are outstanding following the transaction. A total benefit of $22,651,289 is payable as a result of the consummation of the Business Combination. This is settled in cash of $7,244,381 and the remainder through the issuance of equity shares. Additionally, as a result of the consummation of the Business Combination, a number of loan funded share-based compensation awards were amended, which resulted in additional expenses. These expenses are not a continuing expense and are one-off expense adjustments that are recognized when the Business Combination is consummated. A reconciliation of the adjustment is outlined below:

 

   Notes   $’000 

Share-based compensation expenses, not yet incurred as of June 30, 2021 by Tritium Holdings

   3(1)(h)    16,807 

Share-based compensation expenses recorded in June 30, 2021 historical statements

   3(1)(h)    5,345 

Amount adjusted against APIC on settlement of the share based compensation plan

   3(1)(h)    499 
    

 

 

 

Sub-total—Total liability payable in cash and equity

     22,651 

Amendment of loan funded plan not yet incurred as of June 30, 2021 by Tritium Holdings

   3(1)(k)    6,612 

Amendment of loan funded plan (indirect tax expenses) not yet incurred as of June 30, 2021 by Tritium Holdings

   3(1)(k)    5,865 
    

 

 

 

Sub-total

     12,477 
    

 

 

 

Total

     35,128 
    

 

 

 

Less: Share based compensation expenses recorded in June 30, 2021 historical statements

   3(1)(h)    (5,345

Less: Amount adjusted against APIC on settlement of the share based compensation plan

   3(1)(h)    (499
    

 

 

 

Total transaction accounting adjustments to Selling, general and administration expense

     29,284 
    

 

 

 

 

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 d.

Represents a reversal of interest revenue earned on funds held in the Trust Account for cash paid as part of the Business Combination by DCRN.

 

 e.

Represents additional transaction costs not yet incurred as of June 30, 2021 by DCRN and Tritium Holdings as a result of the Business Combination of $2.5 million and $1.9 million, respectively.

The unaudited pro forma condensed combined statement of operations have not been adjusted for changes in foreign exchange. The unaudited pro forma condensed combined statement of operations did not record a pro forma tax effect of these transaction accounting adjustments as the deferred tax asset is not realizable and a full valuation allowance has been recognized.

 

4.

Pro forma loss per Share Information

The pro forma loss per share is calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since July 1, 2020. As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination have been outstanding for the entire period presented. The weighted average number of shares presented based on the actual redemptions is calculated taking into account an adjustment to eliminate such shares for the entire period.

The unaudited pro forma condensed combined financial information based on the actual redemption scenario :

 

(Net loss presented in thousands of dollars)

  Based on
Redemptions
 

Pro Forma Basic and Diluted Loss Per Share

  Year ended
June 30, 2021
 

Pro Forma loss from continuing operations attributable to shareholders

   (103,554,548

Weighted average ordinary shares outstanding, basic and diluted

   127,656,754 

Basic and diluted net loss per common share(1)

   (0.81

Pro Forma Weighted Average Shares—Basic and Diluted

    

Tritium Ordinary Shares held by previous Tritium Holdings shareholders(2)

   112,276,060 

Total DCRN shares

   15,380,694 
  

 

 

 

Total(3)

   127,656,755 
  

 

 

 

 

(1)

As Tritium incurs pro forma losses, potentially dilutive securities as of June 30, 2021, have been excluded from fully diluted loss per share as their impact is anti-dilutive and would reduce the loss per share. This includes 20,783,334 Tritium Ordinary Shares that may be issued upon the exercise of Tritium Warrants.

 

(2)

The Tritium Ordinary Shares held by the current Tritium Holdings shareholders includes 7,723,940 treasury shares held by Tritium employees subject to the terms of the loan funded share compensation plan which has been excluded from the Basic earnings per share calculation as these shares are anti-dilutive. A total of 28,507,274 Tritium Ordinary Shares are considered potentially dilutive instruments.

(3)

Amount also reflects one (1) Ordinary Share held by our original sole shareholder prior to the Business Combination, Mark Johannes Thomas Schutters.

 

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BUSINESS

We design, sell, manufacture and service proprietary hardware and associated software to create advanced and reliable direct current (“DC”) fast chargers for electric vehicles (“EVs”). Our technology is engineered to be easy to install, own and use. As of December 31, 2021, our compact, robust chargers are designed to look great on Main Street and thrive in harsh conditions. Founded in Brisbane and having already sold more than 6,700 DC fast chargers, we have provided more than 3.6 million high-power charging sessions across 41 countries, delivering an aggregate of over 55 gigawatts of energy.

Major auto manufacturers such as BMW, Ford, GM, Honda, and Volkswagen, among others, have committed to producing more EVs and various governments have begun implementing supportive policies. For example, a bipartisan infrastructure bill supports a $7.5 billion investment toward new EV chargers in the United States over the next decade and the Biden Administration has established a target for 50% of all new car sales to be electric by 2030. In the coming years, we believe EVs will cost less than internal combustion engine (“ICE”) vehicles. BNEF has forecasted that this price parity in Europe can be achieved by 2027, and in all countries and vehicle segments by 2029. In addition, BNEF has forecasted that EVs are expected to increase from 4% of global passenger vehicle sales in 2020 to 68% by 2040. Additional factors propelling this shift from ICE vehicles to EVs include proposed fossil fuel bans or restrictions, transit electrification mandates and utility incentive programs. However, the global transition to an EV-based transportation network will depend on, among other things, the availability of sufficient charging infrastructure. Accordingly, a BNEF report projects that the cumulative EV charging infrastructure investment in the United States and Europe will be approximately $60 billion by 2030 and increasing to $192 billion by 2040. We believe we are at the forefront of the charging equipment build-out, focusing exclusively on DC fast charging of EVs.

Our DC Fast Charging

 

LOGO

DC fast chargers have certain advantages over alternating current (“AC”) chargers. Compared to DC charging, AC charging is generally slower. Because DC fast chargers are generally faster than AC chargers, they tend to reduce charging time and may contribute to reduced range anxiety for EV drivers. For example, a typical AC charger may take approximately 91 minutes and 47 minutes at 3.7 kW and 7.7 kW, respectively, to add 20 miles of range to a battery-powered EV (“BEV”). Most BEVs are limited to receiving between seven and 11 kW via onboard AC charging due to space, weight and heat restrictions, resulting in an average time of 47 minutes to add 20 miles of range. Conversely, off-board DC fast charging can deliver more power in less time than AC charging, adding 20 miles of range in approximately seven minutes at 50 kW, or in approximately one minute at 350 kW. Nearly all BEV passenger vehicles are capable of charging at 50 kW DC, with newer models capable of charging at approximately 200 kW DC or more. Due to their efficiency, We believe DC fast chargers will play a critical role in meeting EV energy demand in the future, and driver preferences for fast, convenient charging.

Industry studies estimate that more than 4 million DC fast chargers will be needed by 2040. We believe we are well positioned to help meet this demand because our charging systems are designed to supply charging

 

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operators across a full range of customer types, including public network operators, fleets, retail operators, EV manufacturers, fuel retailers, utilities and heavy duty and industrial vehicles.

Differentiated Technology

 

LOGO

We focus exclusively on DC fast charging solutions for EVs. This has led to us developing technology solutions differentiated from those of many of our competitors. Our fully liquid-cooled charging technology enables the charging station to achieve an ingress protection (“IP”) 65 rating and be sealed from dirt, dust, salt and other corrosive contaminants, and to operate in a wide range of ambient temperatures and environmental conditions. In contrast, many of our competitors offer air-cooled chargers, which require both a physically larger charging station to accommodate internal space for air circulation, and the use of air filters for dust, moisture and corrosion prevention. These air filters may need to be replaced as frequently as twice a year, with each replacement requiring a site visit to the charging station.

Our technology has been designed with a small and narrow physical footprint to maximize real estate utilization, and with the goal of enabling superior reliability and longevity in the field. The differentiated and patented design can reduce the total cost of ownership up to 37% over ten years of operation compared to air-cooled charging systems. The smaller footprint design allows our chargers to be installed almost anywhere with sufficient grid feed and reduces or eliminates the number of car parking spaces lost to charging stations for site hosts.

Our most recently launched products further differentiate us from many of our competitors. Our retail modular (“RTM”) model charging system, which launched in the fourth quarter of 2020, is built on a modular and scalable technology platform that is designed to allow power conversion modules in the charging stations to be quickly replaced or upgraded. This modularity is designed to allow charging operators to increase or reduce the power capacity of each charging unit depending on the operator’s utilization needs. Our park modular (“PKM”) model charging system, which we launched in December 2021, is built upon the same modular, scalable charging platform as the RTM system, and will also allow the site operator to easily scale the number of

 

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charging outlets at a site in a cost-effective manner by relocating rectification from the charging units to a centralized rectification unit. From an internal operations perspective, we believe that the modular and scalable components will improve logistics and customer support across the Tritium organization and will reduce costs by minimizing the number of components required to build and service chargers, simplifying the servicing of chargers in the field and optimizing failure modes. We believe that the modular scalable technology platform will also facilitate faster new product development based on common core building blocks across the product suite and will streamline the compliance and certification processes.

We also develop embedded firmware that operates the charging hardware and interaction with the vehicle, and platform software, which provides user interfaces to manage operators’ charging assets. Seven years of operating history and over 3.6 million charging sessions provide insight into driver behavior, charging patterns, grid interaction and the overall performance of our systems. This information is not only used for internal decision making, but we believe access to this data provides a competitive advantage over newcomers to the EV charging industry.

 

LOGO

Our embedded firmware and charging technology software has been developed in-house, using both proprietary and industry-wide standards and protocols. Our firmware allows the charger to communicate securely and seamlessly with the vehicle and to ensure safety protocols are met. In 2020, we became the first charging station manufacturer in the world to implement the Plug and Charge (ISO 15118) software standard, enabling charging operators to take payment via the charging cable and eliminating the need for credit cards, RFID cards or smartphone apps.

 

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Vehicle manufacturers need to ensure their EVs operate correctly with public charging infrastructure. To facilitate this, we provide confidential testing facilities at our main site locations in Brisbane, Amsterdam and Los Angeles. Based on these tests, we believe EV manufacturers can ensure compliant charging infrastructure compatibility with their new EVs prior to releasing them to the market.

Our platform software, Pulse and MyTritium, provide charging station operators with a charger and service management platform that details charging history, performance and asset utilization data, as well as a ticketing system for fault management. Our roadmap for software development includes significant enhancements to the platform software, such as new features and functionality, to help increase subscription levels. The software roadmap also includes the launch and ongoing development of new software modules, including advertising, preventative maintenance, diagnostics and fleet utilization optimization.

Leading Expertise

 

LOGO

Since selling our first 50 kW charger in 2014, we have developed a talented and experienced engineering team. Dr. David Finn, our Chief Vision Officer, leads the new product engineering team and product development. Dr. Finn co-founded our company over 20 years ago, initially selling power electronics products to the solar racing industry, with eventual technical involvement in specialized projects ranging from electric submarines to cryogenic cooling systems to underground mining vehicles and unmanned aerial vehicles. Dr. Finn holds a Ph.D. in electrical engineering from the University of Queensland, Australia, and is a globally recognized expert in the EV industry.

Our Founder and our Chief Technology Officer, James Kennedy, has more than two decades of experience in embedded power electronics design and manufacturing. He has also been integral to other non-EV battery storage projects, ranging from James Cameron’s Deepsea Challenger submarine to multi-MWh stationary storage systems in green buildings. Mr. Kennedy is a respected global leader in EV charging technology and works closely with EPRI (Electric Power Research Institute, United States) and other global EV standards working groups.

 

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Our Chief Executive Officer, Jane Hunter, joined us two years ago from an executive role at Boeing, where she worked for more than seven years, specializing in the commercialization of disruptive technology. Ms. Hunter was the Chief Operating Officer of Boeing’s international Phantom Works division, the rapid prototyping and advanced technology division charged with taking early-stage research through test and prototype to commercialization. She led a portfolio of approximately 12 to 15 disruptive technology projects with a focus on autonomous underwater and aerial systems, including UAV/UUV hardware, the mission systems to drive the vehicles, advanced sensor and data fusion technology, as well as UAV detection systems. Ms. Hunter has been publicly recognized for her achievements in these fields, in particular for her contribution to Boeing’s Airpower Teaming System (also known as the Loyal Wingman), a 38-foot stealth, intelligence, surveillance, reconnaissance, unmanned aerial vehicle.

Other Tritium engineering staff participate regularly in industry working groups and testing symposiums to ensure that we remain at the forefront of emerging EV charging standards, regulations, and innovations.

Leading Edge Rapid Product Development

We have a strong history of rapid and leading-edge product development in the emerging EV charging station design and manufacturing industry. We were an early market participant for 50 kW charging stations (selling its first 50 kW charger in 2014) and secured early contracts to develop and commercialize high power charging equipment with an output of 350 kW, in what was at the time a nascent market. Most recently, we have developed our MSC architecture, and DC bus architecture (patents pending), on which the next generation of our products will be built. We anticipate that these new architectures will enable faster development, simpler compliance and certification approvals and servicing from a common base of core product building blocks and components.

The ability to ensure certification standards are being met during the product development phase will also be expedited by our new testing facility, which we believe, based on facilities available to us for product testing, ranks among the world’s highest power electromagnetic compatibility (“EMC”) test facilities for EV chargers when it opened in November 2021. EMC testing is required for electronic products to be sold to the public, ensuring they do not emit levels of electromagnetic energy that cause interference to other devices in the vicinity, and there are very few global test and certification agencies that can test 350 kW charging products. Our EMC test facility also houses a full range of advanced testing equipment such as thermal and environmental test chambers, ingress and impact testing, and glow-wire test facilities. We believe this new facility will ultimately allow us to develop and bring certified and self-certified products to market more quickly.

Global Player

Most DC charging providers are limited to a single geographic business region due to varying compliance standards. We sell a range of products that meet the standards in most countries in North America, Europe, and the Asia Pacific, which allows us to currently sell charging equipment into 41 countries. In Europe and the United States, where we derived approximately 68% and 23% of its revenue for the twelve months ended June 30, 2021, respectively, we hold a market share for DC fast chargers of approximately 20% and 15% as of March 2020, respectively. Based on preliminary revenue figures for the twelve months ended December 31, 2021, the United States and Europe accounted for approximately 43% and 43% of the Company’s revenue, respectively. In the Asia Pacific, we believe we are the leading supplier of DC fast chargers in both Australia and New Zealand with a market share of approximately 75% as of March 2020. To meet the needs of our customers across these geographies, we offer 24/7 global support and a range of service level agreements for in-field support.

 

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The Portfolio

We are a technology provider that primarily generates revenue from the sale of DC fast charging solutions. Our solutions are made up of core charging hardware including embedded on-device firmware, adjacent software platforms that let owners monitor and manage their assets, and ongoing maintenance services including the provision of spare parts, extended warranties, services outside warranty and a range of service level agreement options.

Charging Station Hardware Portfolio

Stand Alone Chargers

 

  

50 kW: Our 50 kW charger, the RT50, was introduced in 2014 and is a compact, reliable, and robust DC fast charger. The RT50 was the first fully liquid cooled DC charger on the market, a feature that remains unique to Tritium. The patented liquid cooling allows the charger to be fully sealed, achieving an IP65 ingress protection rating. The IP65 rating protects against dirt, dust, salt and other corrosive air ingress, and enables the charger to achieve a small and narrow footprint, due to not requiring internal space for air flow. This all-in-one unit is small enough to fit most site configurations without losing existing parking spaces and limits the need for expensive site modifications. The RT50 is lightweight, strong, easy to install, and can deliver lower total cost of ownership compared to air-cooled chargers over a ten-year operating life. Like all Tritium chargers, the RT50 is backed by our 24/7 specialist customer care and comes with a two-year warranty.

 

  

75 kW: Our 75 kW charger, the RTM75, builds on the competitive advantages of the RT50 product. The RTM75 retains our signature small and narrow footprint and lower total cost of ownership, enabled by liquid cooling technology, while introducing our new MSC hardware platform. The MSC platform in the 75 kW product is comprised of three individual 25 kW liquid cooled power modules. These individual power modules can be lifted by a single person for service purposes, provide increased redundancy in case of failure and can be quickly and easily re-configured or replaced. The RTM75 model offers simultaneous charging of two vehicles, maximizing revenue opportunities for operators of busy charging stations. Like all Tritium chargers, the patented liquid cooling system within the charging station allows for IP65 sealed ingress protection, and a wide operational range across challenging environmental conditions such as high and low temperatures, dust, humidity, and corrosive salt air, making it ideally suited for segments such as mining, marinas and ports.

 

LOGO

Figure 1: Our 75 kW RTM75 model deployed at the Monaco Yacht Club, Portofino Yacht Marina and in Venice, for electric boat charging

 

  

175 kW: Our 175 kW charger, the RT175-S, was introduced in 2020 and is a high-powered DC charger capable of continued 175 kW output at up to 104°F/40°C due to the use of our patented liquid cooling technology. The RT175-S is designed for direct connection to a 600 V and 60 Hz power connection, providing specific advantages in North America. An integrated safety loop, tilt sensor and optional escutcheon panel with interlocking isolator provides increased safety features well suited for customized use in the heavy infrastructure sector. The 175 kW charging station is liquid cooled and fully sealed at an IP65 rating.

 

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Distributed Chargers

 

  

350 kW: Our 350 kW high-powered charger, the PK350, was introduced in 2018 and is an ultra-fast charging platform, available as 175 kW upgradeable to 350 kW, or at 350 kW from the outset. The PK350 is designed to be deployed at charging parks, where multiple chargers are installed, as the architecture is optimized for larger sites where power can be balanced across available charging stations. The PK350 architecture focuses on delivering operational efficiency by minimizing isolation points, as fewer isolation points reduce conversion losses from grid to vehicle, thereby reducing operator expenditure. High voltage DC transition between charging stations reduces cable sizes and reduces heat in the cabling, delivering further efficiency savings. This high-power charging park configuration is ideally suited to traditional fuel stations, motorways, rest stops, transit hubs and large commercial fleets including buses, vans and small trucks. The PK350 is deployed as two charging stations with an adjacent power unit. The PK350 power units are typically located away from smaller charging stations, which allows customers to maximize their site’s real estate while still providing the high-power charging they need. Like all Tritium chargers, the patented liquid cooling system within the charging station allows for IP65 sealed ingress protection.

Other

 

  

Tritium Pulse Software: In 2022, we expect to launch our Pulse Software, a charger management platform that enables charging station operators to view charging history, performance and utilization data, and fault notifications.

 

  

MyTritium Software: A service management platform where charging station operators can review training materials and service information, and submit service tickets for issues and faults. Currently two MyTritium licenses are provided for the duration of the warranty period with an option to purchase more licenses or extend the license post-warranty.

Service and Maintenance Portfolio

 

LOGO

 

 

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Warranties: Our charging equipment is sold with a two-year warranty as standard. During this period, we provide replacement and repair services for all non-consumable parts. Paid warranty extensions are available, typically up to a maximum length of five years for non-utility customers, and up to ten years for utility customers. Level 1 contact center support is comprised of direct customer support to drivers and public users of the charging stations, rather than to the charging networks. Only equipment-based faults and errors are covered by the charging equipment warranty. We provide 24/7 remote phone support for level 2 and level 3 fixes, which is comprised of remote fault remediation that may require onsite service and basic and complex in-field or remote fault remediation by skilled personnel, respectively, and leverages its global service network for field support, comprised primarily of outsourced trained service agents, who have been accredited to work on Tritium chargers through our online service and training platform.

 

  

Service Level Agreements (“SLAs”): Paid Gold, Silver and Bronze SLA tiers are available to customers who require guaranteed or expedited response and remedy times for any equipment faults and may be available for the life of the charger.

 

  

Spare Parts Sales: Post warranty-period replacement parts for our products are available to all of our existing customers as they operate and maintain their Tritium charging assets for their advertised ten-year operating life.

Markets & Opportunities

We sell our DC charging solutions in North America, Europe, the Middle East and the Asia Pacific and have over 100 high-quality existing commercial customers, with chargers deployed in 41 countries.

 

LOGO

 

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We believe the market for DC charging solutions is poised to expand rapidly, in line with EV adoption. The rapid deployment of DC fast chargers and an expected overall shift to higher power charging in the next 20 years could increase our market opportunity as a designer and manufacturer of DC charging equipment with an already established market position in high-power charging.

We are currently focused on six key customer types across the charging landscape: Charge Point Operators (“CPOs”), Automakers, Fleets, Fuel Stations, Retail, and Utilities. Each segment has different business drivers for investing in DC chargers; however, our products are segment-agnostic and can be used across all target sectors. We aim to address the emerging markets of heavy-duty vehicle charging and residential and fleet low power DC charging in the future.

Customers

 

  

Charge Point Operators: We work with many global DC fast charging networks. The CPO business model is focused on revenue from charging sessions only and requires low ongoing operational costs. This model is well suited to our products and product architecture that focuses on delivering the lowest total cost of ownership to owner operators. Liquid cooling technology also delivers chargers that generally have a smaller footprint and a narrower profile as compared to air-cooled chargers, giving CPOs flexible deployment options.

 

  

Automakers: Automakers operate Tritium charging assets at a range of sites. Some operate public charging networks, acting like CPOs, to facilitate vehicle sales, and some offer charging at their showrooms. The complete driver experience is important to the automaker business model, so we provide confidential testing facilities to automakers evaluating new vehicle compatibility with compliant charging infrastructure. We have also applied years of field experience to the human user interface on its charging equipment, supporting what we believe to be a premium and intuitive driver experience. Brand experience is also important to automakers, and we provide customized branded vinyl wraps on our charging equipment to enable the customer’s fleet of chargers to reflect their overall brand image. For this type of customer, our slim profile chargers have sold well into luxury car showrooms, where aesthetics are a differentiator.

 

  

EV Fleets: We sell chargers to fleet operators who rely on their charging infrastructure to run their business, including corporate passenger vehicle, utility vehicle, van, small truck and bus fleets. We offer fleet operators high reliability enabled by our unique liquid cooled technology, using fully sealed, liquid cooled components that reduce maintenance. The new generation of Tritium chargers have been designed with modular and scalable power architectures, allowing both higher levels of redundancy and rapid repair times using single person lift power modules. These new features and the liquid cooling are designed with fleet and operations managers in mind, providing an overall lower total cost of ownership than competitor offerings, as well as superior reliability and easy serviceability.

 

  

Fuel Stations: We sell chargers to fuel station operators globally, allowing these businesses to deploy charging equipment at their existing sites and also to expand their business model to new charging locations decoupled from the highly regulated environment of traditional fuel stations. We have worked with fuel station businesses to prototype an in-store payment experience where the charging session can be paid inside the fuel retail outlet, allowing fuel stations to cross-sell and up-sell convenience items during the charging session. Fuel customers typically operate higher powered charging infrastructure in Europe and this has been a competitive advantage for us with the availability of our 175 kW and 350 kW models.

 

  

Retail: The slimline profile and customized branding available on our charging equipment is important to retail customers who do not want to lose car parking spaces through the deployment of charging equipment and who value the look and feel of hardware installed near their businesses. Various payment options are available on Tritium chargers, suited to retail customers, which does not want the complexity of an RFID tag or an app and requires simple customer payment mechanisms. Our RT50

 

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and RTM50 models are well suited to this segment, where the business driver is convenient co-located charging that drives foot traffic into the store, due to their charging speeds which are attractive, but not too fast.

 

  

Utilities: We sell equipment to energy utilities directly in geographies where utilities can own and operate charging stations, as well as to the customers of utilities and to the CPO businesses they run or own. The new generation of our products will have an optional internal DC electricity meter, a compliance requirement that has been implemented in Germany and which is likely to become mandatory in other countries in the future.

Future Opportunities

 

  

Heavy Duty: Operators of heavy duty, freight, logistics and mining vehicles and equipment are beginning to electrify their fleets and require DC high-power charging infrastructure to ensure that their fleets continue to operate efficiently and cost effectively. We are expanding sales coverage to work with these heavy-duty customers who require chargers that can operate in harsh industrial conditions. Our charging units are sealed to an ingress protection IP65 rating, preventing dust, water, and corrosive air from entering the charging station. This sealed design allows Tritium chargers to operate in both mining and industrial port locations where we have sold chargers to support utility vehicles and small trucks, respectively.

 

  

Residential & Low Power DC: In the future, automakers may look to remove onboard AC charging equipment for weight and space savings. In this case, low-power DC charging equipment for both emergency charging and to compete with the slower AC seven to 11 kW segment may become a new market opportunity. We have both a 25 kW DC wall charger for the residential market that may be integrated with residential battery storage and solar photovoltaic systems, as well as a 25 kW DC wall charger for the fleet market on our technology roadmap in the near future as we see this market maturing.

 

  

Multiple Outlet Low Power DC Fleet Charging: A future Tritium market opportunity may be using lower power DC charging in the fleet and depot segment to provide a distributed DC architecture. In the future, this distributed architecture could centralize AC to DC power conversion equipment (rectification), and then use a satellite system of distributed DC 25 kW charging units. We believe that this layout could reduce cabling costs for operators, and benefit from more cost-effective, centralized, larger sized power conversion equipment. We expect that this system layout could provide operators with more flexibility in how the charging capacity is scaled, and by using DC technology could provide more granular charging information to operators.

Product Roadmap

The future product roadmap is centered on a continued expansion of the Tritium MSC architecture. The MSC architecture is our transition to a modular based charging design that continues to deliver key Tritium selling points, such as a fully sealed IP65 enclosure, while providing new features and functionality to the owners and operators of Tritium charging equipment.

We plan to release several new products including a range of software modules and expanded service coverage over next five years. In the near-term, the expansion of our product portfolio will be the PKM150 release, which was officially launched in December 2021, and the PKM360 release. Both chargers utilize the MSC charging architecture to help operators better manage their capital expenditure by providing the ability to expand their charging sites in two ways. With the PKM150 and PKM360, operators are expected to be able to use Tritium charging equipment to scale up the charging capacity of each charger over time by adding new

 

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charging modules or the ability to scale out the charging site over time by adding new charging stations to the site, as illustrated by the following graphic:

 

LOGO

Manufacturing

We design, test, commercialize, and manufacture our products in-house. We have facilities capable of manufacturing in Australia, Europe and the United States, but currently manufacture most of our charging hardware in Brisbane, Australia. Each Tritium fast charger undergoes high power testing to ensure the safety and reliability of the charging equipment before it is deployed in the field.

In February 2022, we announced site selection for our U.S. manufacturing facility in Tennessee, which, as of the date of this prospectus, is expected to include up to six production lines, employ more than 500 people over the next five years and have initial capacity to produce more than 10,000 DC fast charger units per year, with the potential in the future to produce approximately 30,000 units per year at peak capacity. Production is expected to start at the Tennessee facility sometime in the third calendar quarter of 2022. We also expect to announce expansion of our European manufacturing capabilities, through expansion of existing facilities or establishment of new facilities, in 2023.

Components are sourced from a diverse global supply chain, the majority of which is currently local to the Brisbane factory. We work to have dual suppliers of critical components to reduce supply chain risk, but certification requirements can limit available supplier options. Our operations team works closely with its engineering team to introduce new products to the production line, establish and monitor quality control points, plan ongoing production, and coordinate deliveries to our facilities in Amsterdam and Los Angeles, or directly to the customer.

Manufacturing of the chargers is generally limited to final assembly rather than component manufacturing. Tooling is generally lightweight and mobile, and the single most expensive piece of manufacturing equipment is the end-of-line test equipment. This means our capex requirements are relatively low.

Government Regulation and Incentives

OSHA

We are subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”) in the United States. OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various recordkeeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations.

 

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We are subject to the Work Health and Safety Act 2011 (Qld) and the Work Health and Safety Regulation 2011, as amended, in Queensland, Australia and the Occupational Health and Safety Act 1984 (WA) and Occupational Safety and Health Regulations 1996, as amended, in Western Australia, Australia. This legislation establishes certain responsibilities for persons conducting a business to secure the health and safety of workers and workplaces including duties to eliminate or minimize risks to health and safety as is reasonably practicable and various record keeping, disclosure and procedural requirements.

NEMA

The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers. NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data.

Bipartisan Infrastructure Framework

In August 2021 the U.S. Senate passed the Bipartisan Infrastructure Framework, which contained funding support for EV charging infrastructure. If passed in the house, the bill would invest $7.5 billion to build out a national network of EV chargers in the United States. Further details on the mechanism in which this investment will be distributed and awarded are not yet available; however, we will target the funding either as a direct recipient or indirectly through supporting charging equipment operators that have chosen to use our charging equipment.

Environmental Laws and Regulation

We are subject to a variety of environmental laws and regulations, including, among others, water use and discharge, air emissions, use of chemicals and recycled materials, energy sources, the storage, handling, and disposal of hazardous materials and waste, the protection of the environment and natural resources, and the remediation of environmental contamination. We are required to obtain and comply with the terms and conditions of environmental permits, many of which may be difficult and expensive to obtain and must be renewed on a periodic basis. A failure to comply with these laws, regulations or permits could result in substantial civil and criminal fines and penalties, the suspension or loss of such permits, and possibly orders to cease the non-compliant operations.

Air Emissions

Our manufacturing operations may be required to meet certain emissions limitations, either by the use of emissions control equipment or modifications to our manufacturing practices. These operations may also require permits or require us to otherwise register our facilities with various government agencies. Failure to obtain such permits or comply with such emissions requirements may result in substantial fines or penalties, require us to expend substantial resources to obtain compliance, or otherwise adversely impact our business or results of operations.

Hazardous Materials and Waste

We are subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. For instance, Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the

 

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release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the Environmental Protection Agency and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. We may handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

We also generates solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of our products may be excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion to apply, or if the requirements for the exclusion change, we may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements.

In Europe, we are subject to the Waste Electrical and Electronic Equipment Directive (the “WEEE Directive”). The WEEE Directive requires certain entities, such as us, to finance the collection and recycling of waste electrical and electronic equipment at product end-of-life; specifically, it provides for the creation of collection schemes where consumers return waste electrical and electronic equipment to merchants, such as us. The WEEE Directive also sets registration requirements, collection and recycling targets, and other requirements. Compliance with the WEEE Directive may require substantial resources, and if we fail to properly manage such waste electrical and electronic equipment we may be subject to fines, sanctions, or other actions that may adversely affect our financial operations. Any changes in such laws or regulations, or any changes in our ability to qualify the materials used for exclusions under such laws and regulations, could adversely affect our business performance, operating expenses, or results of operations.

Supply Chain

Increasingly, jurisdictions require companies to monitor and address certain practices from their supply chains. For example, several jurisdictions have adopted or are considering adopting supply chain diligence laws. Compliance with such laws entails substantial costs and may require modifying our supply chains if any issues are discovered or could result in substantial fines. Additionally, should we fail to sufficiently monitor our supply chains, we may be subject to fines or penalties for non-compliance, which may have an adverse effect on our operations. Similar or more stringent laws also exist in other jurisdictions where we operate.

 

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Product Development

 

LOGO

We have invested a significant amount of time and expense into development of our DC fast charging technologies. Our ability to maintain our leadership position depends in part on our ongoing product development activities. Our hardware and software product development is principally conducted at its headquarters in Brisbane. As of December 31, 2021, we had 168 full-time employees in total engaged in its product development activities.

Our product development team is responsible for the design, development, rapid prototyping, testing, certification, and operational handover to manufacturing of products. Our product development focus remains on innovating and optimizing DC charging technology to ensure we remain a technology leader in this field, specifically focusing on our ability to differentiate by delivering lower total cost of ownership, greater ease of use and reliability advantages to customers.

The expansion of our Brisbane, Australia-based product development test and prototyping center was completed and began full operations in November 2021. We believe the expanded product development center ranks among the world’s highest power EMC facility for EV chargers, based on facilities available to us for product testing. The EMC facility will allow us to expedite testing and prototyping, reducing compliance and certification timelines to bring products to market more rapidly. Our test facility is designed to be able to test up to 720 kW devices, in both EMC and Thermal test chambers, to IEC standards.

 

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Intellectual Property

 

LOGO

Our ability to obtain and maintain intellectual property protection for our products and technology is fundamental to the long-term success of our business. We rely on a combination of intellectual property protection strategies, including patents, trademarks, copyrights trade secrets, confidentiality policies and procedures and contractual restrictions to establish, maintain and protect our intellectual property and confidential information and data used in our business.

As of December 31, 2021, we had one Australian patent issued, two Australian pending non-provisional patent applications and three Australian pending provisional patent applications. Additionally, as of December 31, 2021, we had two U.S. pending non-provisional patent applications and one foreign patent application pending in Germany. As of December 31, 2021, there was one pending Patent Cooperation Treaty (“PCT”) application. These patents relate to various EV charging station designs and/or EV charging functionality. In addition, these patents are projected to expire between 2021 and 2038, excluding any possible patent term adjustments or extensions and assuming payment of all appropriate maintenance, renewal, annuity or other governmental fees, as applicable.

The term of individual patents depends upon the legal term for patents in the countries in which they are granted. In most countries, including the United States and Australia, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application in the applicable country. In the United States, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the United States Patent and Trademark Office in examining and granting a patent, or may be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiration date. In Australia, the right to seek a patent term extension only applies to pharmaceutical patents (to recognize and compensate patentees for time spent on product development and regulatory authorization).

 

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We intend to pursue additional intellectual property registrations to the extent we believes it would be beneficial and cost-effective. Our ability to stop third parties from making, using or commercializing any of its patented inventions will depend in part on our success in obtaining, defending and enforcing patent claims that cover our technology, inventions and improvements. We cannot provide any assurance that any of our current or future patent applications will result in the issuance of patents in any particular jurisdiction, or that any of our current or future issued patents will effectively protect any of our current or future technology from infringement. Nor can we be sure that any patents will prevent others from commercializing infringing products or technology, provide us with any competitive advantage, or will not be challenged, invalidated or circumvented.

Distribution

We sell our products directly and via resellers generally contracted under a template distributor agreement on our preferred terms and conditions.

We 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 our products into the fuel segment (with an exception for charge point operators). That agreement expired on August 29, 2021, which requires us and Gilbarco to negotiate the assignment of existing contracts between Gilbarco’s and our 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, we must now either (i) directly tender products and services or enter supply arrangements with those customers or (ii) use our other distributors to sell 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 our products to our existing and prospective customers. Subsequent to the expiration of the agreement, Gilbarco has remained a distributor of our products and Tritium has begun selling directly to certain key fuel customers that were previously serviced under the Gilbarco agreement. See “Risk Factors—Risks Related to Our Business—Our contract with our exclusive distributor for the fuel market expired in August 2021, and we do not expect the exclusive distributor contract to be renewed. We expect to continue to work with this distributor to fill fuel customers’ orders that were already secured prior to August 2021.

Competition

We principally compete with approximately five to ten major DC charging manufacturers that are based in Europe and the United States.

We are differentiated from other DC charging manufacturers through its DC fast charging technology that has been developed in-house, including the proprietary and patented liquid cooling system that allows us to obtain an ingress protection rating of IP65. We believe that our new generation of charging technology, the MSC platform, which is expected to launch in the fourth quarter of 2021, will further differentiate us and provide additional benefits to our customers. The new MSC technology platform will be a fully sealed, liquid cooled, module-based design that not only protects the internal power electronics equipment from particle ingress, but also makes the charger easier to service with power modules that can be lifted by a single person, and increases redundancy in the case of a module failure. The unique design allows the system to be modular and scalable in three dimensions across the whole site, where operators can scale the options available to drivers by (i) adding more charging stations, (ii) adding more power modules to charging stations, or (iii) adding more power capacity in the site centralized rectification unit. The MSC design provides increased efficiency to operators as well as

 

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increased flexibility to better match charging demand to installed capacity, as well as the flexibility to expand the site over time as driver demand increases.

 

LOGO

We also compete with AC charger manufacturers in applications where slow charging may be sufficient, such as small commercial settings or overnight fleet charging applications. Furthermore, our competition includes other types of alternative fuel vehicles, plug-in hybrid EVs and high fuel-economy gasoline powered vehicles.

In addition, there are other means for charging EVs that could affect the level of demand for public charging capabilities. For example, Tesla Inc. continues to build out its proprietary supercharger network, which could reduce overall demand for EV charging at other sites. In addition, many EV manufacturers are now offering home charging equipment which could reduce the demand for fast charging capabilities if EV owners find charging at home to be sufficient for their personal charging requirements.

We believe the primary factors on which we compete include:

 

  

charging speed of its chargers compared to AC chargers;

 

  

total cost of ownership compared to air-cooled chargers;

 

  

variety and quality of product offerings;

 

  

product performance and reliability;

 

  

product features;

 

  

ease of use;

 

  

brand awareness and trust;

 

  

quality of support; and

 

  

scale and location of operations.

 

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We believe we compete favorably with respect to each of these factors, in particular product performance, reliability, total cost of ownership and ease of use.

Facilities

Our headquarters are located in Brisbane, Australia where we currently lease approximately 3,959 square meters (or approximately 42,614 square feet) of office space, product development and test facilities under a lease that expires on November 12, 2028. In addition to our headquarters, we also lease three other sites in Brisbane, including two factory sites (one site with approximately 8,477 square meters (or approximately 91,246 square feet) under a lease that expires May 31, 2022 and another site, which also includes warehousing and office space, with approximately 1,559 square meters (or approximately 16,781 square feet) under a lease that expires March 31, 2023) and a warehousing and office site (approximately 1,723 square meters (or approximately 18,546 square feet) under a lease that expires January 14, 2023). In February 2022, we also leased a manufacturing facility in Lebanon, Tennessee (approximately 181,894 square feet under a lease that expires May 31, 2027). We believe this space is sufficient to meet our needs for the next nine to 12 months and that any additional space we may require will be available on commercially reasonable terms.

We also maintain office, manufacturing and logistics facilities in Los Angeles, California and Amsterdam, Netherlands, as well as smaller sales offices in Asia and Europe.

We are currently undertaking projects to increase our manufacturing capacity in the United States and Europe. As noted above, in February 2022, we announced site selection for our U.S. manufacturing facility in Tennessee. We also expect to announce expansion of our European manufacturing capabilities, through expansion of existing facilities or establishment of new facilities, come time in 2023. See “—Manufacturing.”

Human Capital

We strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse workforce. As of December 31, 2021, we had 358 employees and 110 contractors. Our workforce comprises the following departments and geographic locations:

 

   Australia   United States   Europe 
   Headcount   Headcount   Headcount 

Corporate Services

   28    1    4 

Customer Support

   8    22    36 

Engineering

   109    1    1 

Production/Operations

   208    4    12 

Sales

   18    11    5 
  

 

 

   

 

 

   

 

 

 

Total

   371    39    58 

As a result of the COVID-19 pandemic, some of our employees are currently working remotely. We have returned employees to our facilities where COVID-19 restrictions permit. Due to its classification as an “essential industry,” we have maintained staff onsite throughout the pandemic, including in our factory and warehouse in Australia and our offices and manufacturing and logistics facilities in Amsterdam and Los Angeles.

None of our employees are represented by a labor union, though some are covered by Awards (in Australia) or a Collective Labor Agreement (in the Netherlands). 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 our employees in Australia include the Manufacturing and Associated Industries and Occupations Award, the Professional Employees Award and the Clerks Award. Employees employed by our Dutch subsidiaries (i.e., Tritium Europe B.V. and Tritium Technologies B.V.) are covered by a Collective Labor Agreement, which sets out the minimum terms of their employment agreements. We believe we maintain good relations with our employees.

 

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Legal Proceedings

We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

 

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

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of Tritium Holdings’ consolidated results of operations and financial condition. The discussion should be read together with the historical consolidated financial statements of Tritium Holdings for the years ended June 30, 2021 and 2020, and the related notes that are included elsewhere in this prospectus. The discussion and analysis should also be read together with the pro forma financial information as of and for the year ended June 30, 2021. See “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” as a result of various factors, including those set forth under “Risk Factors” or in other parts of this prospectus.

Overview

We design, sell, manufacture and service proprietary hardware and associated software to create advanced and reliable DC fast chargers for EVs. Our technology is engineered to be easy to install, own and use. Our compact, robust chargers are designed to look great on Main Street and thrive in harsh conditions. Founded in Brisbane and, as of December 31, 2021, having already sold more than 6,700 DC fast chargers, we have provided more than 3.6 million high-power charging sessions across 41 countries, delivering an aggregate of over 55 gigawatts of energy.

Major auto manufacturers such as BMW, Ford, GM, Honda, and Volkswagen, among others, have committed to producing more EVs and various governments have begun implementing supportive policies. For example, the Biden Administration has pledged to fund the installation of 500,000 new chargers in the United States over the next decade and has established a target for 50% of all new car sales to be electric by 2030. In the coming years, we believe EVs will cost less than ICE vehicles. BNEF has forecasted that this price parity in Europe can be achieved by 2026, and in all countries and vehicle segments by 2029. In addition, BNEF has forecasted that zero emission vehicles, such as EVs, are expected to increase from 4% of new cars sold in 2020 to 70% by 2040. Additional factors propelling this shift from ICE vehicles to EVs include proposed fossil fuel bans or restrictions, transit electrification mandates and utility incentive programs. However, the global transition to an EV-based transportation network will depend on, among other things, the availability of sufficient charging infrastructure. Accordingly, a BNEF report projects that the cumulative EV charging infrastructure investment in the United States and Europe will be approximately $60 billion by 2030 and increasing to $192 billion by 2040. We believe we are at the forefront of the charging equipment build-out, focusing exclusively on DC fast charging of EVs.

Key Factors Affecting Operating Results

We believe our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this prospectus titled “Risk Factors.”

Growth in EV Adoption

Our revenue growth is directly tied to the charging requirements that stem from the continued adoption of passenger and commercial EVs. The continued adoption of passenger and commercial EVs drives the demand for charging infrastructure. The market for EVs is still rapidly evolving and, although demand for EVs has grown in recent years, there is no guarantee such future demand will persist. Factors impacting the adoption of EVs include but are not limited to: consumer perceptions about EV features, quality, safety, performance and cost; consumer perceptions about the limited range over which EVs may be driven on a single battery charge; volatility in the cost of oil and gasoline; availability of government-backed incentives to purchase EVs; changes

 

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to fuel economy standards or the success of alternative fuels; evolving governmental regulation and political support of EVs; availability of charging stations and services for EVs; consumers’ perception about the convenience and cost of charging EVs; and increases in fuel efficiency.

We service the DC fast charging market. Typically, only BEVs can use DC fast chargers. The demand for DC charging relies on continued growth in the BEV segment. According to BNEF, approximately 4% of global passenger vehicle sales in 2020 were EVs. BNEF expects sales of EVs to grow to over 30% of the global passenger vehicle market by 2030. In addition, macroeconomic factors could impact demand for EVs. For example, because many EVs are more expensive than comparable traditional gasoline-powered vehicles, the recent decline in sales in the automotive industry globally may result in lower prices on gasoline-powered vehicles and may reduce EV sales due to the greater price disparity. If the market for EVs does not develop as expected or if there is any slow-down or delay in overall EV adoption rates, this would impact our ability to increase our revenue or grow our business. For additional information, see “Business.

Competition

In North America, our DC fast charging equipment ranges in power from 50 kW to 175 kW and is certified by TUV to UL specifications. In Europe, our fast charging equipment ranges in power from 50 kW to 350 kW and is certified by TUV to the CE certification mark. These certifications differentiate us from most DC fast charging OEM competitors who are focused on one region only due to regulatory and certification complexity. It is expected that existing competitors may expand their product offerings, and new competitors may enter the market. Competitors are expected to expand their geographic coverage to multiple regions and improve their internal capabilities to meet regulatory and certification approvals, develop enhanced software, or further expand their service coverage. If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.

Distribution

We sell our products directly and via resellers generally contracted under a template distributor agreement on our preferred terms and conditions.

We previously had a three-year, exclusive distributor agreement with 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 our products into the fuel segment (with an exception for charge point operators). That agreement expired on August 29, 2021, which requires us and Gilbarco to negotiate the assignment of existing contracts between Gilbarco’s and our end customers or enter continuity agreements for supply and servicing under such contracts. We do not expect the expiration of the Gilbarco agreement to have a material adverse effect on operating results, as (i) we do not rely heavily on exclusive distributor arrangements, including arrangements like the Gilbarco agreement, (ii) Gilbarco has remained a non-exclusive distributor of our products after expiration of the agreement and (iii) we have begun selling directly to certain key fuel customers that were previously serviced under the Gilbarco agreement, many of which prefer to purchase their products directly from the manufacturer.

For additional information, see “Business—Distribution” and “Risk Factors—Risks Related to Our Business—Our contract with our exclusive distributor for the fuel market expired in August 2021, and we do not expect the exclusive distributor contract to be renewed. We expect to continue to work with this distributor to fill fuel customers’ orders that were already secured prior to August 2021.

International Operations Expansion

We currently operate in the United States, Europe and Australia and intends to grow operations to up to three global, full scale manufacturing facilities, with investment in new production facilities in Europe and in the United States, and further development of the Brisbane facilities. The factories are expected to conduct final

 

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assembly of the EV charging hardware, with the majority of components purchased from third-party suppliers. These expansions are intended to increase speed to market and reduce freight costs and delays due to the ability to deliver products via road transport. Multiple risks could constrain the ability for us to meet the regional deployment plans.

We have initiated two internal projects and have engaged external specialist consultants to scope and size the planned international expansion of our production facilities. A project in Europe is underway to research optimal locations via assessments based upon weighted criteria such as utility costs, labor market conditions, labor laws, taxation regimes, import and export duties, government incentives, natural disaster ratings and the rule of law. Strategic planning for the number of facilities globally, their scale, location, timing and cost is ongoing. In February 2022, we announced site selection and entry into a lease agreement for a new U.S. manufacturing facility located in Lebanon, Tennessee. We intend for this facility to be funded by cash on hand and any available incentives from either the landlord or government bodies.

These projects and expansion plans are subject to a number of factors outside of our control that may affect the ultimate location, cost, timing and/or scale of the facilities, or may prevent them from being built at all. See Risk Factors—We have experienced rapid growth and expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition could be adversely affected.

Government Mandates, Incentives and Programs

The U.S. federal government, certain 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. These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy. Any reduction in rebates, tax credits or other financial incentives could reduce the demand for EVs and for charging infrastructure, including infrastructure offered by us.

Impact of COVID-19

The effects of the COVID-19 pandemic have impacted our business and customers. Government responses to the COVID-19 pandemic have resulted in restrictions being placed on Australian-based subject matter experts which has limited their ability to travel internationally. This has impacted our ability to expand, and has increased the risk that new operational facilities may take longer to deploy or may be more expensive than expected and therefore not deliver the expected benefits. If these risks are realized, our revenue and ability to generate profits in the future may be impacted.

The COVID-19 pandemic has also prompted a trend towards expanding contractual liability, including penalties for delivery delays for suppliers under force majeure clauses, which could have a material adverse effect on our business and results of operations. The impact of the COVID-19 pandemic on international shipping and air freight, including fewer available shipping and air providers and routes and significantly increased costs, has increased our cost of goods sold and may continue to increase cost of goods sold in the future. Additionally, any future shipping or air freight delays as a result of the COVID-19 pandemic, or any future pandemic or resurgence, could have a material adverse effect on our business and results of operations.

Further, the COVID-19 pandemic has affected the manner in which our inventory is managed, resulting in downward pressure on inventory turnover, which, in turn, negatively impacts working capital. As of June 30, 2021, Tritium Holdings’ inventory increased to $36.4 million, compared to $25.2 million as of June 30, 2020. This increase in inventory was a result of a strategic decision to increase our minimum stock levels to offset the

 

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effects of COVID-19 on our supply chain. Any further decrease in inventory turnover as a result of the COVID-19 pandemic, or any future pandemic or resurgence, could have a material adverse effect on our business and results of operations.

Components of Results of Operations

Hardware Revenue

Hardware revenue consists of revenue generated from the sale of EV chargers. We have three major lines: (i) Stand Alone, (ii) Distributed Chargers and (iii) Other. Stand Alone charging systems are single user units. Distributed charging systems can have multiple user units all connected in the one system. The Distributed charging systems are sold as a site configuration and range upwards from a two-user unit site. The average site configuration is a four-user unit site. Other consists primarily of spare parts sold to customers. Hardware revenue is also broken down into revenue received by (i) related parties to us and (ii) external parties unrelated to us.

Revenue from the sale of EV chargers is recognized at a point in time when we transfer control of the assets to the customer.

We also provide for standard warranty rights for general repairs for either two or three years on all EV chargers sold. This standard warranty is not considered to be a separate performance obligation. The estimated warranty costs are recognized as a liability when we transfer control of the goods to a customer.

On September 22, 2021, we decided to send all remaining European orders by air instead of sea in order to mitigate potential shipping delays. On September 23, 2021, we 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, we decided to send one final shipping container in October 2021 and all remaining U.S. orders after that by air. We cannot assure you that delays in shipping from Australia to the United States and/or other major ports in Europe or Asia or that actions taken to mitigate delays, such as us delivering our chargers by air rather than by sea from late September, will not decrease our revenue for the calendar year ended December 31, 2021. The decision to use air freight to fulfill our European orders since September 22, 2021 and our U.S. orders since October 3, 2021 is expected to increase our freight costs and decrease our gross margin and may adversely affect our operating results. We are not yet able to accurately quantify the full effect of the decision to use air freight.

Service and Maintenance Revenue

We generate revenue from service and maintenance in relation to commissioning, repair, maintenance, and training. Generally, revenue in relation to rendering of service and maintenance is recognized when the service and/or maintenance has been provided, either over time or at a point in time. Service and maintenance revenue is also broken down into revenue received by (i) related parties to us and (ii) external parties unrelated to us. We recognize the material portion of our revenue from service and maintenance at a point of time when the service and/or maintenance is delivered (i.e., for commissioning and repairs). However, if the service and/or maintenance is performed over a period of time and if the outcome can be estimated reliably then the stage of completion of the services based on an input method (i.e., costs incurred) is used to determine the appropriate level of revenue to be recognized in the period.

We provide an extended warranty to our customers for an additional fee. Extended warranty revenue is recognized as a contract liability on receipt and recognized over the period in which the service and/or maintenance is provided based on the time elapsed (this commences after the standard warranty expires).

During the period from January 2019 to December 2019, we provided maintenance and repair services to a customer under a non-recurring, one-off upgrade contract. On January 1, 2020, we entered into an SLA with a different customer, IONITY, for fixed response time maintenance and repair services.

 

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Software Revenue

We expect to generate revenue from 2022 onwards from software services in relation to Pulse and MyTritium licences and other software modules, such as preventative maintenance and site utilization.

Cost of Goods Sold (exclusive of depreciation)

Hardware

We manufacture our products in Tritium-run facilities in Australia, the United States and the Netherlands. We currently manufacture most of our charging hardware in Brisbane. Cost of goods sold for hardware revenue includes raw materials, associated freight, warranty costs, labor costs and overhead costs directly attributable to the manufacture of products. Overhead costs include salaries and related personnel expenses and warranty provisions. Shipping and handling costs are included in cost of goods sold. Warranty costs are estimated based on historical product failure rates and repair expenses.

On September 22, 2021, we decided to send all remaining European orders by air instead of sea in order to mitigate potential shipping delays. On September 23, 2021, we 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, we decided to send one final shipping container in October 2021 and all remaining U.S. orders after that by air. We cannot assure you that delays in shipping from Australia to the United States and/or other major ports in Europe or Asia or that actions taken to mitigate delays, such as us delivering our chargers by air rather than by sea from late September, will not increase our cost of goods sold for the calendar year ended December 31, 2021. The decision to use air freight to fulfill our European orders since September 22, 2021 and our U.S. orders since October 3, 2021 is expected to increase our freight costs and decrease our gross margin and may adversely affect our operating results. We are not yet able to accurately quantify the full effect of the decision to use air freight.

Service and Maintenance

Cost of goods sold for service and maintenance revenue includes spare part materials and labor costs, including the cost of subcontractors and overhead costs directly attributable to the commissioning and repairs of products. Overhead costs include salaries and related personnel expenses and warranty provisions.

Segment Gross Profit (Loss)

Segment gross profit (loss) is a non-GAAP measure for reporting used by Tritium Holdings and is calculated as revenue less cost of goods sold (exclusive of depreciation). Segment gross margin is Segment gross profit (loss) expressed as a percentage of total revenue. Tritium Holdings offers a range of EV chargers with each charger having a varied contribution to Segment gross profit (loss). Segment gross profit (loss) and margin vary from period to period due to the mix of products sold, manufacturing costs and warranty costs. For a reconciliation of Segment gross profit (loss) and Segment gross margin to the most directly comparable U.S. GAAP measures, see the section entitled “Non-GAAP Financial Measures.” In addition, see “—Results of Operations—Segment Gross Profit (Loss)” below for additional information.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consist primarily of employee-related expenses including share-based payments expense, and costs to sell and market our products and services, as well as the costs of managing our company overall such as information technology, insurance, rent, professional fees, travel and other administrative expenses.

We expect our SG&A expenses to increase as we continue to expand our business. We expect to increase our salesforce in major markets, including the United States, Asia Pacific and throughout Europe. We also expect to incur additional expenses as a result of operating as a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums, and compliance costs.

 

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Product Development Expenses

Product development costs primarily consist of employee labor costs for those employees engaged in product development activities, including the development, design and testing of new products. Other product development costs include tools, materials and equipment and other project costs related to product development. Product development costs are expensed as incurred.

Recently, our product development efforts have been focused on developing our MSC architecture and advancing the development of other products and technologies. We expect our product development expenses to increase on an absolute basis and they may increase as a percentage of total revenue for the foreseeable future as we continue to invest in product development activities to achieve our full suite of planned products.

Depreciation Expenses

Depreciation expenses consist primarily of depreciation and amortization in relation to fixed assets, leased assets and leasehold improvements. Property, plant and equipment, excluding freehold land, is depreciated on a straight-line and reducing balance basis over the asset’s useful life to us, commencing when the asset is ready for use. Leased assets and leasehold improvements are amortized over the shorter of either the unexpired period of the lease or their estimated useful life.

The depreciation rates used for each class of depreciable asset are shown below:

 

Plant and equipment

   20.00

Furniture, Fixtures and Fittings

   20.00

Motor Vehicles

   20.00

Office Equipment

   20.00

Computer Equipment

   33.34

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognized.

At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate.

We intends to grow operations to three global, full scale manufacturing facilities, with investment in new production facilities in Europe and in the United States, and further development of the Brisbane facilities. To the extent we execute on this contemplated expansion, we expect our depreciation expenses to increase as a result.

Finance Costs

Finance costs consist primarily of the interest and borrowing costs incurred on (i) the Senior Loan Note Subscription Agreement, dated April 30, 2020, by and among Tritium Holdings, Commonwealth Bank of Australia, CBA Corporate Services (NSW) Pty Limited and HealthSpring Life & Health Insurance Company, among other parties, including the subsequent expansion of the loan (collectively, the “CIGNA Loan”), (ii) the Shareholder Loan Agreement, dated May 5, 2020, by and between Tritium Holdings and St. Baker Energy Holdings Pty Ltd (the “Shareholder Loan”), and (iii) the convertible notes recognized as issued by Tritium Holdings to certain existing shareholders of Tritium Holdings in January 2021 and May 2021 (the “Convertible Notes.”)

 

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Other Income

Other income consists of government incentives in the form of the Australian federal government’s “JobKeeper” program which was a program aimed to support companies as a result of the COVID-19 pandemic, bank interest received, gains on disposal of assets and other income earned from sales to contractors.

Results of Operations

Comparison of the Fiscal Year Ended June 30, 2021 to the Fiscal Year Ended June 30, 2020

The following table summarizes Tritium Holdings’ results of operations for the periods indicated:

 

   Year Ended June 30,  Period-over-Period Change
Year Ended
June 30, 2021 to 2020
 
   2021  2020 
   (in thousands, except
percentages)
  Change ($)  Change (%) 

Revenue

     

Service and maintenance revenue, external parties

  $2,594  $5,489   (2,895  (52.7)% 

Service and maintenance revenue, related parties

   1   2   (1  (50.0)% 

Hardware revenue, external parties

   32,299   34,095   (1,796  (5.3)% 

Hardware revenue, related parties

   21,263   7,383   13,880   188.0
  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenue

   56,157   46,969   9,188   19.6

Cost of goods sold (exclusive of depreciation)

     

Service and maintenance—cost of goods sold

   (2,873  (2,138  (735  34.4

Hardware—cost of goods sold

   (55,188  (45,805  (9,383  20.5

Total cost of goods sold

   (58,061  (47,943  (10,118  21.1
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating costs and expenses

     

Selling, general and administrative expense

   (30,748  (22,537  (8,211  36.4

Product development expense

   (10,521  (9,548  (973  10.2

Depreciation expense

   (2,312  (1,309  (1,003  76.6
  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating costs and expenses

   (43,581  (33,394  (10,187  30.5
  

 

 

  

 

 

  

 

 

  

 

 

 

Loss from operations

   (45,485  (34,368  (11,117  32.3
  

 

 

  

 

 

  

 

 

  

 

 

 

Finance costs

   (8,795  (1,509  (7,286  482.8

Transaction and offering related fees

   (4,794     (4,794   

Fair value movements—derivatives

   (5,947     (5,947   

Other Income

   1,940   1,433   507   35.4

Total other expense

   (17,596  (76  (17,520  23052.6
  

 

 

  

 

 

  

 

 

  

 

 

 

Loss before income tax

   (63,081  (34,444  (28,637  83.1
  

 

 

  

 

 

  

 

 

  

 

 

 

Income tax expense

   (11     (11   
  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss)

   (63,092  (34,444  (28,648  83.2
  

 

 

  

 

 

  

 

 

  

 

 

 

Net (loss) per common share

     

Net (loss) attributable to common shareholders

   (63,092  (34,444  (28,648  83.2

Basic and diluted—common shares

   (0.86  (0.48  (0.38  79.2

Basic and diluted—class C shares

   (0.86  (0.48  (0.38  79.2

Other comprehensive income (loss), net

     

Change in foreign currency translation adjustment

   (136  (600  464   (77.3)% 

Total other comprehensive income (loss), net

   (136  (600  464   (77.3)% 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive loss

  $(63,228 $(35,044  (28,184  80.4
  

 

 

  

 

 

  

 

 

  

 

 

 

 

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Revenue

Revenue increased by $9.2 million, or 19.6%, from $47.0 million during the year ended June 30, 2020 to $56.2 million during the year ended June 30, 2021, primarily attributable to an increase in hardware revenue of $12.1 million offset by a decrease in service and maintenance revenue of $2.9 million.

Hardware Revenue

Hardware revenue consists of revenue generated from the sale of EV chargers. We have three major product lines: Stand Alone, Distributed Chargers and Other. Total hardware revenue (external and related party) increased by $12.1 million, or 29.1%, from $41.5 million during the year ended June 30, 2020 to $53.6 million during the year ended June 30, 2021.

The number of Stand Alone products sold increased by 35, or 5.0%, from 702 during the year ended June 30, 2020 to 737 during the year ended June 30, 2021. The average selling price of Stand Alone products increased by $7,569, or 38.5%, from $19,682 during the year ended June 30, 2020 to $27,251 during the year ended June 30, 2021. This was due to the introduction of higher-powered Stand Alone chargers in late 2020 which command a higher price.

A Distributed Charger site is based on a two-user unit configuration. Sales of Distributed Chargers decreased by 26 sites, or 9.8%, from 260 sites in 2020 to 234 sites in 2021. This was due to the fulfillment of a major Distributed Charger contract primarily in 2020 with a finalization in early 2021. The average selling price of Distributed Chargers increased by $35,411, or 33.3%, from $105,503 during the year ended June 30, 2020 to $140,914 during the year ended June 30, 2021. This was primarily due to the introduction of a new Distributed Charger product in 2021.

We do not expect average selling prices to continue to increase at this rate, as higher powered Stand Alone chargers are not expected to be introduced in the near-term.

Service and Maintenance Revenue

Service and maintenance revenue decreased by $2.9 million, or 52.7%, from $5.5 million during the year ended June 30, 2020 to $2.6 million during the year ended June 30, 2021. During 2020, Tritium Holdings undertook the completion of a non-recurring, one-off upgrade contract of chargers in the field. Due to the one-off nature of the contract, it was not repeated in 2021 which contributed to a decrease of $4.7 million in service and maintenance revenue for the year ended June 30, 2021 compared to 2020. This $4.7 million decrease was offset by an increase in commissioning, repair, maintenance, training and extended warranties of $1.9 million from $0.6 million during the year ended June 30, 2020 to $2.5 million during the year ended June 30, 2021 primarily derived from new SLAs.

Cost of Goods Sold

Cost of goods sold increased by $10.1 million, or 21.1%, from $47.9 million during the year ended June 30, 2020 to $58.1 million during the year ended June 30, 2021 primarily attributable to an increase in product cost of goods sold.

Hardware—Cost of Goods Sold

Hardware—cost of goods sold increased by $9.4 million, or 20.5%, from $45.8 million during the year ended June 30, 2020 to $55.2 million during the year ended June 30, 2021, primarily attributable to an increase in the average cost of Stand Alone products and Distributed Chargers.

 

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The average cost of Stand Alone products increased by $7,110, or 54%, from $13,183 during the year ended June 30, 2020 to $20,293 during the year ended June 30, 2021. This increase was due to the introduction of the high powered range of new chargers, which have higher manufacturing costs.

The average cost of Distributed Chargers increased by $34,092, or 48%, from $70,395 during the year ended June 30, 2020 to $104,486 during the year ended June 30, 2021. This was primarily due to the introduction of a new Distributed Charger product in 2021.

Service and Maintenance—Cost of Goods Sold

Service and maintenance—cost of goods sold increased by $0.7 million, or 34.4%, from $2.1 million during the year ended June 30, 2020 to $2.9 million during the year ended June 30, 2021. The increase is primarily attributable to a change in the mix of service and maintenance offered during the period with reduced non-recurring contract services which have lower service-related cost of goods sold with an increase in SLAs entered into during the year which have a higher associated service-related cost of goods sold.

Segment Gross Profit (Loss)

Segment gross loss increased by $0.9 million, or 95.5%, from a Segment gross loss of $1.0 million during the year ended June 30, 2020 to an Segment gross loss of $1.9 million during the year ended June 30, 2021, primarily attributable to the decreased Segment gross margin on service and maintenance revenue.

Segment gross margin on hardware revenue increased from (10.4)% during the year ended June 30, 2020 to (3.0)% during the year ended June 30, 2021, representing a decrease to Segment gross loss of $2.7 million, from a Segment gross loss of $4.3 million during the year ended June 30, 2020 to a Segment gross loss of $1.6 million during the year ended June 30, 2021, primarily attributable to an increase in Segment gross profit for Distributed Chargers of $3.7 million and increase in Segment gross profit for Other of $0.2 million from a Segment gross loss of $(0.03) million during the year ended June 30, 2020 to a segment gross profit of $0.1 million during the year ended June 30, 2021.

These increases were offset by a decrease in Segment gross profit for Stand Alone chargers of $1.2 million from $0.1 million during the year ended June 30, 2020 to $(1.0) million during the year ended June 30, 2021.

The improved Segment gross margin on Distributed Chargers resulted from a combination of new products with more favorable margin.

Segment gross margin on service and maintenance revenue decreased from 61.1% during the year ended June 30, 2020 to (10.7)% during the year ended June 30, 2021, representing a decrease in Segment gross profit of $3.6 million. This decrease is attributable to the decrease in service and maintenance revenue to external parties for a non-recurring, one-off, high gross margin contract replaced by increased SLA contract service and maintenance revenue which has a lower gross margin.

For the purpose of reconciling non-GAAP financial measures to the most directly comparable GAAP measures, Tritium Holdings 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

 

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not presented in the financial statements. See below for reconciliations of Segment gross (loss) to gross (loss) from operations 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)% 

Selling, General and Administrative Expenses

SG&A expenses increased by $8.2 million, or 36.4%, from $22.5 million during the year ended June 30, 2020 to $30.7 million during the year ended June 30, 2021, primarily attributable to increases in stock based payment expenses (total of stock based employee benefits expense and cash settled stock based compensation expense) of $8.4 million, wages, salaries, and other employee benefits of $0.2 million, foreign exchange losses of $1.2 million, IT and communications expenses of $0.2 million, insurance costs of $0.2 million and expected credit losses on trade receivables of $0.3 million. The overall increase in SG&A expenses was offset by a decrease in occupancy costs of $1.3 million due to receiving a lease incentive on the new test facility, sales and marketing costs of $0.1 million and travel, meal and accommodation expenses of $1.0 million due to the impacts of the COVID-19 pandemic.

Product Development Expenses

Product development expenses increased by $1.0 million, or 10.2%, from $9.5 million during the year ended June 30, 2020 to $10.5 million during the year ended June 30, 2021, primarily attributable to increases in product development project costs of $1.0 million.

Depreciation Expense

Depreciation expense increased by $1.0 million, or 76.6%, from $1.3 million during the year ended June 30, 2020 to $2.3 million during the year ended June 30, 2021, primarily attributable to increases in depreciation charges for plant and equipment of $0.6 million, computer hardware and software of $0.2 million, furniture and fixtures of $0.1 million and leasehold improvements of $0.1 million. The increase in depreciation expense is primarily attributable to an increase in property, plant and equipment of $0.9 million or 18.8% from $4.8 million during the year ended June 30, 2020 to $5.7 million during the year ended June 30, 2021.

 

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Finance Costs

Finance costs increased by $7.3 million, or 482.8%, from $1.5 million during the year ended June 30, 2020 to $8.8 million during the year ended June 30, 2021, primarily attributable to a full year of interest expense incurred in connection with the CIGNA Loan, which represented an increase of $2.7 million from $1.2 million for the year ended June 30, 2020 to $3.9 million for the year ended June 30, 2021. Additionally, the increase is attributable to an increase in interest expense incurred on the Shareholder Loan Agreement of $0.4 million and on the Convertible Notes of $3.7 million incurred from $0.3 million and $0, respectively, for the year ended June 30, 2020 to $4.4 million for the year ended June 30, 2021. The remaining increase was attributable to an increase in borrowing expenses of $0.2 million to raise funding and finance costs of $0.2 million in providing settlement discount.

Transaction and Offering Related Fees

Transaction and offering related fees increased by $4.8 million, from $0 during the year ended June 30, 2020, primarily attributable to increases in accounting fees of $1.2 million, audit fees of $1.0 million and legal fees of $2.6 million in relation to the Business Combination.

Fair Value Movements—Derivative

Fair value movements—derivative increased by $5.9 million, from $0 during the year ended June 30, 2020, attributable to the recognition of the embedded derivative associated with the prepayment right for the CIGNA Loan. On December 7, 2021, we refinanced the CIGNA Loan and entered into a Senior Loan Note Subscription Agreement for a principal amount of $90.0 million (the “CIGNA Refinance Loan”). See “—Liquidity and Capital Resources—Sources of Liquidity—CIGNA Refinance Loan.”

Other Income

Other income increased by $0.5 million, or 35.4% , from $1.4 million during the year ended June 30, 2020 to $1.9 million during the year ended June 30, 2021, primarily attributable to an increase in the Australian federal government’s “JobKeeper” program in response to the COVID-19 pandemic of $0.3 million and an increase in other income of $0.2 million, primarily attributable to an increase in sales to contractors.

Liquidity and Capital Resources

Sources of Liquidity

We are an early-stage growth business and has funded its business operations primarily with the issuance of equity and through borrowings, along with cash from operations. Our primary cash requirements are for inventory, general operating wages, product development expenses and infrastructure. Our short-term liquidity requirements and priorities are to fund the continued increase in manufactured goods, which will require larger volumes of inventory as orders increase in the normal course of business. Over the longer term, our liquidity requirements are expected to include the funding of new planned manufacturing facilities and their potential expansion over time based on capacity needs and sales. Due to the high levels of redemptions by DCRN public stockholders in connection with the Business Combination, our planned expansion activities may be impacted. We continue to assess the impact of the level of redemptions and the anticipated settlement of the Option Shares and Subscription Shares on our expansion activities, and continue to investigate new sources of funding to enable operational growth and the expansion of our facilities.

At June 30, 2021, Tritium Holdings had total stockholders’ deficit of $64.0 million and accumulated losses of $163.1 million, compared to total stockholders’ deficit of $3.9 million and accumulated losses of $100.0 million at June 30, 2020. Tritium Holdings incurred losses after tax of $63.1 million for the year ended

 

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June 30, 2021 and $34.4 million for the year ended June 30, 2020. As of June 30, 2021, Tritium Holdings had cash and cash equivalents of $6.2 million dollars. Cash and cash equivalents are held in USD, AUD, and Euros (“EUR”).

Tritium Holdings incurred operating cash outflows of $32.5 million for the year ended June 30, 2021 compared to operating cash outflows of $40.4 million for the year ended June 30, 2020.

At June 30, 2021, Tritium Holdings had external borrowing facilities totaling $73.9 million. The terms of the external borrowings, specifically the interest-bearing liabilities, require that Tritium Holdings maintain minimum liquidity reserve levels throughout the term of the arrangement. They also require the borrowings to be mandatorily repaid upon the occurrence of certain events such as a change in control event.

CIGNA Loan

On April 30, 2020, Tritium Holdings entered into a Senior Loan Note Subscription Agreement in connection with the CIGNA Loan, which had $38.3 million outstanding at June 30, 2021. These issuance costs are deducted from the borrowings balance. The CIGNA Loan is due on December 31, 2024 and is subject to certain financial covenants. This accrued interest, including unpaid interest, on borrowings is capitalized into the balance of the borrowings and is repayable in full with the principal at the termination date of the agreement. The CIGNA Loan accrues interest at a rate of 11.0% per annum.

Subsequent to June 30, 2021, working capital funding has been secured with an extension to the CIGNA Loan for an additional A$40.0 million (approximately $29.4 million) for Tritium Holdings to continue its operations as intended, with funds received in July 2021. See “Capitalization and Indebtedness.”

CIGNA Refinance Loan

On December 7, 2021, Tritium Holdings entered into a Senior Loan Note Subscription Agreement for a principal amount of $90.0 million, whereby Tritium Holdings was not permitted to utilize the loan unless certain conditions are met, including the completion of the Business Combination with a minimum cash balance of at least $70.0 million, among other conditions. To the extent that Tritium Holdings had a cash balance in excess of $125.0 million at the completion of the Business Combination, a portion of the principal amount of the CIGNA Refinance Loan would be required to be repaid within 30 days of the first borrowing under the CIGNA Refinance Loan, as further described in the Senior Loan Note Subscription Agreement. The CIGNA Refinance Loan becomes due on December 31, 2024 and is subject to certain financial covenants. Interest on borrowings from the CIGNA Refinance Loan accrues daily and accrued interest is payable quarterly, with any accrued but unpaid interest outstanding on the termination date thereof (or earlier date on which the CIGNA Refinance Loan is repaid in full) being payable on such date. The CIGNA Refinance Loan accrues interest at a rate of 7.50% per annum and is payable quarterly.

On January 25, 2022, subsequent to the consummation of the Business Combination on January 13, 2022, Tritium Holdings entered into a CP Waiver Letter (“CP Waiver Letter”) with HealthSpring Life & Health Insurance Company, Inc., Cigna Health and Life Insurance Company and Barings Target Yield Infrastructure Debt Holdco 1 S.À R.L. providing for the waiver of certain conditions precedent under the Senior Loan Note Subscription Agreement related to the CIGNA Refinance Loan. Pursuant to the CP Waiver Letter, among other things, the Original Lenders (as defined therein) waived the condition precedent that the Post SPAC Merger Cash Balance (as defined therein) be no less than $70 million and that the Shareholder Loan be fully repaid and that any related security thereunder be released. The CP Waiver Letter also requires we maintain a liquidity reserve amount of $65 million through the closing of a qualifying subordinated funding, which may be in the form of an equity raise or subordinated indebtedness, of at least $99 million.

Additionally, we entered into the Intercreditor Deed, dated January 24, 2022 (the “Intercreditor Deed”), by and among the Original Obligors, Original Senior Creditors and Original Subordinated Creditors (as each term is defined in the Intercreditor Deed), describing their respective rights and obligations with respect to the Original

 

106


Obligors and their assets. In particular, the Intercreditor Deed provides that, among other things, the Subordinated Debt may be repaid from the proceeds $99 million qualifying subordinated funding required under the CP Waiver Letter once the full aggregate proceeds have been received, and that the Subordinated Debt is otherwise subordinated to the Senior Debt and the payments of or related to the Subordinated Debt are otherwise postponed from the date of the Intercreditor Deed through the satisfaction or discharge of Senior Debt, as further described in the Intercreditor Deed.

The foregoing description is qualified in its entirety by the text of the Senior Loan Note Subscription Agreement, the CP Waiver Letter and the Intercreditor Deed, which are included as Exhibits 10.21, 10.21.1 and 10.29, respectively, to the registration statement of which this prospectus forms part and is incorporated herein by reference. See “Capitalization and Indebtedness.”

Shareholder Loan

Tritium Holdings entered into the Shareholder Loan with St Baker Energy Holdings Pty Ltd on May 5, 2020 for a loan amount of $5.6 million, under which Tritium Holdings borrowed an aggregate principal amount of $5.6 million. The outstanding balance of the Shareholder Loan at June 30, 2021 was $6.4 million compared to $5.2 million at June 30, 2020.

The Shareholder Loan accrues interest at a rate of 11%. This accrued interest on the borrowing is capitalized into the balance of the Shareholder Loan and is repayable in full with the principal at the termination date of the agreement.

The borrowings under the Shareholder Loan are secured through the inventory value of Tritium Holdings. Total security provided at June 30, 2021 was $40.6 million compared to $30.4 million at June 30, 2020.

Under the Intercreditor Deed, St Baker Energy Holdings Pty Ltd agreed to, among other things, postpone repayment of the Shareholder Loan such that it was not required to be repaid in connection with the consummation of the Business Combination. The CP Waiver Letter provides for the repayment of the Shareholder Loan in full upon the closing of a qualifying subordinated funding, which may be in the form of an equity raise or subordinated indebtedness, of at least $99 million. For additional information, see “Certain Relationships and Related Person Transactions—Loans Payable to St. Baker Energy.

Convertible Notes

Tritium Holdings has recognized the issuance of zero coupon mandatorily convertible notes to certain of Tritium Holdings’ existing shareholders in January and May 2021 with a subscription value of $33.8 million and a maturity date of 12 months from the date of issuance (the “Convertible Notes”). The notes will be settled through the issue of a variable number of common shares equivalent to the face value of the notes determined by reference to the fair value of the shares at the redemption date less a 30% discount for the January 2021 issuance and a 20% discount for the May 2021 issuance.

The notes contain a contingent acceleration clause upon occurrence of a change in control event. Upon such an event, the notes must be settled on the same basis and same amount as on maturity. We have determined the feature to be an ‘embedded derivative’ requiring recognition separate from the note liability. The fair value of the embedded derivative recognized is $0.87 million as of June 30, 2021. After recognition of the separate embedded derivative, our accounts for the notes at amortized cost, with the discount amortized in interest expense over the life of the notes.

As described above, the Convertible Notes converted to a variable number of Ordinary Shares equivalent to the face value of the notes determined by reference to the fair value of the shares at the redemption date less a 30% discount for the January 2021 issuance and a 20% discount for the May 2021 issuance. Once the shares were issued, the Convertible Notes ceased to exist and were replaced by normal, fully paid Ordinary Shares. These shares made up approximately $45.8 million of the $1.2 billion in rollover equity for Tritium Holdings shareholders. For additional information, see “Certain Relationships and Related Person Transactions—Convertible Notes.

 

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National Australia Bank facility (“NAB Facility”)

Tritium Holdings entered into the NAB Facility with National Australia Bank on June 1, 2017, which was reissued on January 24, 2021, which is used for credit cards, bank guarantees and other liabilities. The NAB Facility is a bank guarantee 100% supported by term deposits. Security over the NAB Facility borrowings is held by term deposits of $1.0 million. The total facility limit is $1.7 million, of which a total of $0.1 million is unused at June 30, 2021. The Standby Letter of Credit included in the NAB Facility as at June 30, 2021 incurs a facility fee of 1.5% payable in advance. Tritium Australia holds an equal and offsetting term deposit with the National Australia Bank which receives 0.05% interest per annum. Tritium Holdings considers the NAB Facility an off-balance sheet arrangement. The NAB Facility was not repaid in connection with the Business Combination. See “Capitalization and Indebtedness.”

Long-Term Liquidity Requirements

Tritium Holdings’ current liquidity risk is that it will encounter difficulty in meeting its financial obligations as they become due (see Note 1 to Tritium Holdings’ audited consolidated financial statements included elsewhere in this prospectus for additional information). These conditions give rise to substantial doubt about the Tritium Group’s ability to continue as a going concern for one year from the issuance of the financial statements.

However, our directors believe that we will continue as a going concern because of the following reasons:

In May 2021, Tritium Holdings entered into a business combination agreement – details of which are set out in Note 28 to Tritium Holdings’ audited consolidated financial statements included elsewhere in this prospectus. The proposed transaction is expected to provide a significant source of working capital for the Tritium Group, but is subject to, among other things, the approval by DCRN stockholders, the approval by the Company shareholders, the waiver of options held by one of our shareholders (obtained in August 2021), SEC review of the Registration Statement and the satisfaction or waiver of other customary closing conditions. As such the closing of the transaction is not within the Tritium Group’s control. Post June 30, 2021, working capital funding has been secured with an extension to the CIGNA Loan for a further $29.4 million to continue its operations as intended, with funds received in July 2021. In addition, on December 7, 2021, Tritium Holdings entered into the CIGNA Refinance Loan for a principal amount of $90.0 million, which is subject to certain conditions, including completion of the Business Combination with a minimum cash balance of at least $70.0 million. We plan to utilize the loan for continuing operations. The Tritium Group’s existing major shareholders have also provided confirmation that they will provide additional financial assistance to the Tritium Group as and when it is needed to enable the Tritium Group to continue its operations and fulfill all its financial obligations.

While management has secured a level of additional funding, we will need to raise additional capital through loans or additional investments. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

Should we be unable to continue as a going concern, we may be required to realize our assets and extinguish our liabilities other than in the ordinary course of business, and at amounts that differ from those stated in Tritium Holdings’ audited consolidated financial statements included elsewhere in this prospectus.

Additional capital expenditure is required to establish local production facilities in the future. Long-term risks to liquidity include requirements to purchase inventory if demand outpaces forecast, or if supply chain conditions continue to be disruptive to inventory management.

We manage our liquidity needs by carefully monitoring scheduled debt servicing payments for long term financial liabilities as well as cash outflows required in the day to day business. Funding for long term liquidity needs is additionally secured by committed debt facilities and equity raising.

 

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As noted above, subsequent to June 30, 2021, working capital funding has been partially secured with an extension to the CIGNA Loan for an additional A$40.0 million (approximately $29.4 million) for Tritium Holdings to continue its operations as intended, with funds received in July 2021. In addition, on December 7, 2021, Tritium Holdings entered into the CIGNA Refinance Loan for a principal amount of $90.0 million, which is subject to certain conditions, including completion of the Business Combination with a minimum cash balance of at least $70.0 million. We plan to utilize the loan for continuing operations. The terms of the CIGNA Finance Loan were adjusted in connection with the consummation of the Business Combination. See “—Sources of Liquidity—CIGNA Refinance Loan” and “Capitalization and Indebtedness.”

Additionally, in connection with the Business Combination, we entered into the A&R Warrant Agreement concerning the Warrants. As a result of the execution of the Option Agreements and the expected issuance of shares thereunder at $6.00 per Ordinary Share, certain pricing terms of the Warrants were adjusted. See “Description of Securities—Our Warrants.”

In addition, certain of our existing major shareholders executed a Confirmation of Financial Support, dated July 15, 2021, providing confirmation that they will jointly accept responsibility of providing, and undertake to provide, additional financial assistance to Tritium Holdings as and when it is needed to enable Tritium Holdings to continue its operations and fulfill all of its financial obligations for a minimum period of twelve months from July 31, 2021.

Additionally, upon the consummation of the Business Combination, Tritium had access to DCRN’s funds. It was a condition of the Business Combination Agreement that the Trust Account contained no less than $200 million at the Closing Date, including the Pipe Funds and after giving effect to the redemption and payment of DCRN expenses, which were $30.4 million. This condition was waived due to the high levels of redemptions in connection with the Business Combination, pursuant to the terms of the Business Combination Agreement.

Cash Flows

For the Fiscal Years Ended June 30, 2021 and 2020

The following table sets forth a summary of Tritium Holdings’ cash flows for the periods indicated:

 

   Year Ended June 30, 
   2021   2020 
   (in thousands) 

Net cash (used in) provided by:

    

Operating activities

   (32,460   (40,436

Investing activities

   (2,572   (1,309

Financing activities

   33,367    48,302 
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

   (1,665   6,557 
  

 

 

   

 

 

 

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $8.0 million, or 19.7%, from $40.4 million during the year ended June 30, 2020 to $32.5 million during the year ended June 30, 2021, primarily attributable to a decrease in working capital of $12.3 million. The decrease in net cash used in operating activities is offset by an increase in net loss after income tax adjusted for non-cash items of $4.3 million.

Net Cash Used in Investing Activities

Net cash used in investing activities increased by $1.3 million, or 96.5%, from $1.3 million during the year ended June 30, 2020 to $2.6 million during the year ended June 30, 2021, primarily attributable to an increase in payments for property, plant and equipment of $1.3 million.

We intend to grow operations globally to three full-scale manufacturing facilities, with investment in new production facilities in Europe and in the United States, and further development of the Brisbane facilities. To the extent we execute on this contemplated manufacturing expansion, we expect our Net cash used in investing activities to increase as a result.

 

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Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased by $14.9 million, or 30.9%, from $48.3 million during the year ended June 30, 2020 to $33.4 million during the year ended June 30, 2021, primarily attributable to decreases in net proceeds from the issuance of shares of $23.7 million, net proceeds from borrowings and related transaction costs of $19.5 million and proceeds from related party borrowings of $5.2 million offset by an increase in the net proceeds from the issue of Convertible Notes of $33.4 million.

Off-Balance Sheet Arrangements

As of June 30, 2021, as noted above, Tritium Holdings maintained the NAB Facility, which Tritium Holdings used for credit cards, bank guarantees and other liabilities. Tritium Holdings considers the NAB Facility an off-balance sheet arrangement. As of June 30, 2021, Tritium Holdings was not a party to any other off-balance sheet arrangements. We are not aware of any event, demand, commitment, trend or uncertainty that will result in or is reasonably likely to result in the termination or material reduction in availability to Tritium Holdings of the NAB Facility.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of Tritium Holdings’ financial condition and results of operations is based on its consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires Tritium Holdings to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Tritium Holdings’ estimates are based on its historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

While Tritium Holdings’ significant accounting policies are described in more detail in Note 1 to its consolidated financial statements included elsewhere in this prospectus, it believes the following accounting policies and estimates to be most critical to the preparation of its consolidated financial statements.

Revenue Recognition

Revenue From Contracts with Customers

Revenue is recognized when or as the control of the goods or services are transferred to the customer. Depending on the terms of the contract, control of the goods or services may be transferred over time or a point in time. If control of the goods or services transfers over time, revenue is recognized over the period of the contract by reference to the progress towards satisfying the performance obligation, otherwise, revenue is recognized at a point in time when the customer obtains control of the goods and services.

Contracts with customers may include more than one performance obligation. For such arrangements, we allocate the contract price to each distinct performance obligation based on the relative standalone selling price. All revenue is stated net of the amount of taxes. The specific recognition criteria described below must also be met before revenue is recognized.

Sale of Hardware Revenue

We generate revenue from the sale of EV chargers. The contracts with customers include distinct performance obligations relating to the sale of goods and other related services. The overall contract price is allocated to the distinct performance obligations based on the relative standalone selling price. Revenue from sale of EV chargers is recognized at a point in time when we transfer control of the assets to the customer.

 

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We also provide for standard warranty rights for general repairs for either two or three years on all EV chargers sold. This standard warranty is not considered to be a separate performance obligation. The estimated warranty costs are recognized as a liability when we transfer control of the goods to a customer.

Rendering of Services Revenue

We generate revenue from services in relation to commissioning, repair, maintenance, and training. Generally, revenue in relation to rendering of services is recognized when the service has been provided, either over time or at a point in time. We recognize the material portion of our revenue from services at a point of time when the service is delivered (i.e., for commissioning and repairs). However, if the service is performed over a period of time and if the outcome can be estimated reliably then the stage of completion of the services based on an input method (i.e., costs incurred) is used to determine the appropriate level of revenue to be recognized in the period.

We provide an extended warranty to our customers for an additional fee. Extended warranty revenue is recognized as a contract liability on receipt and recognized over the period in which the service is provided based on the time elapsed (this commences after the standard warranty expires).

Costs to Obtain a Contract

Costs to obtain a contract mainly relate to commissions paid to our sales personnel. As contract costs related to sales are typically fulfilled within one year, the costs to obtain a contract are expensed as incurred. Amounts billed to customers related to shipping and handling are classified as revenue. The cost for freight and shipping are recognized as an expense in cost of goods sold when control over the chargers, parts or accessories have transferred to the customer.

Contract Liabilities

A contract liability balance typically arises due to allocation of a part of the consideration received to unsatisfied performance obligations, including extended warranty obligations under revenue contracts. Contract liabilities also arise due to receipt of advances from the customer, prior to satisfaction of performance obligations.

Tritium Holdings’ balance sheet includes customer advances and unearned revenue as contract liabilities.

Grant Income

Tritium Holdings received government incentives during the fiscal year ended June 30, 2021 in the form of the JobKeeper program which was a program aimed to support companies as a result of the COVID-19 pandemic. Grant income is recognized in the Consolidated Statement of Comprehensive Loss when Tritium Holdings is entitled to the grant, it can be measured reliably, and it is probable that the economic benefits gained from the grant will be received. It is recognized as a liability until these conditions have been met. Government grants received by our company are typically for the reimbursement of expenses incurred.

Leases

We lease a number of office and warehouse facilities for our operations. These leases predominately relate to operating leases. We did not have any material finance lease arrangements during the year and at June 30, 2021 and June 30, 2020.

Tritium as Lessee

We assess whether a contract is or contains a lease at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time and obtain all

 

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the output, in exchange for consideration. In such instances, we recognize a right-of-use asset and a corresponding lease liability with respect to all lease agreements, except for short term leases. For these leases, we recognize the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

Measurement and Presentation of Lease Liability

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Tritium Holdings has elected the practical expedient to account for lease and non-lease components as a single lease component. Therefore, the lease payments used to measure the lease liability includes the fixed consideration in the contract.

Key estimates and judgments include how Tritium Holdings determines the lease term of contracts with renewal and termination options. Where this exists, management has included renewal and termination options where there is a reasonable certainty that it will be exercised. There were no significant renewal or termination options during the year and at June 30, 2021 and June 30, 2020.

An additional key estimate and judgment is the determination of the discount rate. Accounting Standards Codification (“ASC”) 842 Leases requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, Tritium Holdings cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, Tritium Holdings generally uses its incremental borrowing rate as the discount rate for the lease. The incremental borrowing rate is the rate of interest that Tritium Holdings would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

The lease liability is separately disclosed on the Consolidated Statement of Financial Position. The liabilities which will be repaid within twelve months are recognized as current and the liabilities which will be repaid in excess of twelve months are recognized as non-current liabilities.

The lease liability is subsequently measured by reducing the balance to reflect the principal lease repayments made and increasing the carrying amount by the interest on the lease liability. Tritium Holdings is required to remeasure the lease liability and make an adjustment to the right of use asset in the following instances:

 

  

the term of the lease has been modified or there has been a change in Tritium Holdings’ assessment of a purchase option being exercised, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;

 

  

a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; and

 

  

the lease payments are adjusted due to changes in the index or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate. However, if a change in lease payments is due to a change in a floating interest rate, a revised discount rate is used.

Measurement and Presentation of Right-of-Use Asset

The right-of-use assets recognized by Tritium Holdings comprise the initial measurement of the related lease liability, any lease payments made at or before the commencement of the contract, less any lease incentives

 

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received and any direct costs. Costs incurred by Tritium Holdings to dismantle the asset, restore the site or restore the asset are included in the cost of the right-of-use asset.

Any remeasurement of the lease liability is also applied against the right-of-use asset value.

Extension Options

The lease term for Tritium Holdings’ leases includes the non-cancelable period of the lease plus any additional periods covered by either Tritium Holdings’ option to extend (or not to terminate) the lease that Tritium Holdings is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

Loans and Debt Securities

Loans and debt securities issued are recognized on the date when they originated at fair value. All other financial liabilities are initially recognized on the trade date. Tritium Holdings derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current.

Finance cost includes all interest-related expenses.

Convertible Notes

Tritium Holdings has recognized the issuance of Convertible Notes in January and May 2021 with a subscription value of $33.8 million and a maturity date of 12 months from the date of issuance. In connection with the Business Combination, the liability was settled through the issue of equity shares which are measured at their fair value on the date of redemption and take into consideration the cash received under the subscription agreement and a discount rate of 30% for the January 2021 issuance and 20% for the May 2021 issuance, used to determine the number of shares to be issued upon redemption. The amount of $37.4 million has been classified as of June 30, 2021 as a financial liability measured at amortized cost until it is extinguished on conversion or redemption.

Finance Costs

Finance costs are recognized as expenses in the period in which they are incurred.

Finance costs include interest on borrowings using the effective interest method, amortization of discounts or premiums related to borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.

Derivative Instruments

Tritium Holdings recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. Tritium Holdings evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in Tritium Holdings’ financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income/(expense) in the Consolidated Statement of Comprehensive Loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date.

 

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Transaction Related Costs

Costs related to the Business Combination have been expensed as incurred.

Warranties

We provide a manufacturer’s standard warranty on all EV chargers sold. Tritium Holdings recognizes a warranty provision for the products sold based on the present value of future cash flows estimated to be required to settle the warranty obligation. The future cash flows have been estimated by reference to Tritium Holdings’ history of warranty claims.

Tritium Holdings considers the standard warranty is not providing incremental service to customers rather an assurance to the quality of the EV charger, and therefore is not a separate performance obligation.

We also provide extended warranty services separately to the standard warranty. The extended warranty is an incremental service provided to the customers and as such the extended warranty is a separate performance obligation distinct from other promises and should be accounted for in accordance with ASC 606 Revenue from Contracts with Customers.

Tritium Holdings also recognizes a provision for future extended warranty measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period.

The portion of the warranty provision expected to be incurred within the next 12 months is included within current provisions, while the remaining balance is included within non-current provisions in the Consolidated Statement of Financial Position. Warranty expense is recorded as a component of cost of goods sold in the Consolidated Statement of Comprehensive Loss.

Inventories

Inventories are measured at the lower of cost or net realizable value. The cost of inventory is determined using a weighted average approach and is net of any rebates and discounts received.

The costs of inventory included in the Consolidated Statement of Comprehensive Loss includes directly attributable overhead costs to manufacture, raw materials purchases, associated freight and labor costs.

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the aging of inventories and other factors that affect inventory obsolescence. There is no material provision for impairment recognized as of June 30, 2021 and June 30, 2020.

Employee Benefits

Liabilities in respect of employee benefits which are not due to be settled within twelve months are discounted at period end using rates which most closely match the terms of maturity of the related liabilities. Employee benefits expected to be settled more than one year after the end of the reporting period have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements.

Wages, Salaries, Annual and Long Service Leave

The provision for employee entitlements to wages, salaries and annual and long service leave represents the amount which Tritium Holdings has a present obligation to pay resulting from employees’ services provided up

 

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to the reporting date. Provisions have been calculated based on expected wage and salary rates and include related costs. In determining the liability for these employee entitlements, consideration is given to estimated future increases in wage rates, and Tritium Holdings’ experience with staff departures.

Superannuation

Defined contribution superannuation plans exist to provide benefits for eligible employees or their dependents. Contributions by Tritium Holdings are expensed to the Consolidated Statement of Comprehensive Loss as incurred.

Annual Bonus

Tritium Holdings recognizes a liability for bonuses based on a formula that takes into consideration the specific performance indicators outlined in employee contracts. Tritium Holdings recognizes a liability where it is contractually obliged to pay an amount under the bonus plan or where there is a past practice that has created a constructive obligation.

Termination

Termination benefits are recognized as an expense when Tritium Holdings is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if Tritium Holdings has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.

Stock-Based Compensation

Employees of Tritium Holdings receive remuneration in the form of stock-based arrangements, whereby employees render services as consideration for equity instruments under Tritium Holdings’ Loan Funded Share Plan (“LFSP”), or cash settlement under Tritium Holdings’ Shadow Equity Plan (“SEP”).

Awards issued under the LFSP are equity settled arrangements and are measured at the fair value of these awards at the grant date. A Black-Scholes model is utilized to estimate the fair value of the expense incurred. Tritium Holdings recognizes this stock-based compensation expense at grant date as there are no service conditions attached to LFSP equity awards.

Awards issued under Tritium Holdings’ SEP contain service conditions and, prior to the Business Combination, were considered cash-settled awards. Tritium Holdings initially measures the cash-settled transactions with employees at fair value using a Black-Scholes model to determine the fair value of the liability incurred. Tritium Holdings recognizes cash-settled transactions as a liability on award grant and records related compensation expense over the requisite service period if the performance condition is probable. Subsequent to the Business Combination, Tritium’s Board of Directors made a determination that the benefit owed to participants under the SEP could be paid to participants in the form of cash or shares, and expects to settle awards through the issuance of Ordinary Shares. See “Executive Compensation—Shadow Equity Scheme.”

For stock-based compensation, the expense is measured at the grant date, based on the fair value of the award considering the market conditions, and then recorded over the requisite service period if the performance condition is probable. As discussed further below, because there was no public market for common stock prior to the Business Combination, Tritium Holdings considered the price per share paid by investors in Tritium Holdings’ private financings, among other factors, to determine the fair value of the ordinary shares at the time of grant included in the Black-Scholes model. Additionally, in applying the Black-Scholes model, Tritium Holdings has assessed the implied volatility utilized by estimating based on similar publicly traded peer companies (as it

 

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has no company-specific performance measures). Further details as to the inputs into the fair value of the respective grants is outlined in Note 23 to Tritium Holdings’ consolidated financial statements included elsewhere in this prospectus.

As stated above, for awards that contain service conditions, Tritium Holdings recognizes stock-based compensation over the period during which an employee is required to provide a service in exchange for the award. For settlement of cash-settled stock-based compensation, the liability is remeasured at the end of each reporting period up to the date of settlement, with any changes in the expected settlement amounts recognized in comprehensive loss as a stock-based compensation expense over the period during which an employee is required to provide service in exchange for the award. This requires a reassessment of the estimates used at the end of each reporting period.

The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted during each of the periods presented:

 

   Year ended
June 30,
 
   2021  2020 

Expected volatility

   60  40

Risk-free interest rate

   1.59  2.18

Dividend rate

   0.00  0.00

Expected term (in years)

   1.50   2.5 

For issuance of stock-based compensation between July 1, 2019 and February 19, 2021, the fair value of the underlying ordinary shares considered the price per share paid by investors in Tritium Holdings’ private financings. In establishing the price to be paid by investors in its private financings, Tritium Holdings considered in part an external valuation report of an independent third-party valuation firm as of June 30, 2018 in addition to other factors, including:

 

  

Tritium Holdings’ actual and expected operating and financial performance;

 

  

likelihood of Tritium Holdings achieving a liquidity event;

 

  

market multiples of comparable companies in Tritium Holdings’ industry;

 

  

Tritium Holdings’ stage of development;

 

  

illiquidity of share-based awards involving securities in a private company;

 

  

industry information, such as market size and growth; and

 

  

macroeconomic conditions.

Based on the factors described above, Tritium Holdings established the price of A$4.44 per share to be paid by investors in its private financings. This valuation utilized a comparable company analysis, the transaction method and an income approach. After considering the price paid by investors, the external valuation report and the other factors described above, Tritium Holdings also determined A$4.44 to be the fair value of the underlying ordinary shares for stock-based compensation issued between July 1, 2019 and February 19, 2021.

There were no issuances under Tritium Holdings’ loan funded share plan or cash-settled compensation plan after February 19, 2021.

On May 25, 2021, the Business Combination Agreement was signed and on June 30, 2021 a reassessment of the equity value was completed taking into account the offer, along with the associated conditions and uncertainties of the Business Combination Agreement.

 

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Prior to the execution of the draft non-binding letter of intent delivered by DCRN on February 16, 2021 (the “LOI”), Tritium Holdings considered the factors described above to determine the fair value of the underlying ordinary shares, which was used as an input to then determine the stock compensation expense. After execution of the LOI and due to the proximity to the Business Combination, the terms of the LOI were considered the more appropriate valuation basis (adjusted for conditions, uncertainties and risk contingencies). For remeasurement of the outstanding liability of Tritium Holdings’ stock-based compensation as of June 30, 2021, the fair value of the underlying ordinary shares was determined based on pricing terms indicated in the LOI or the Business Combination Agreement (once signed), as adjusted for uncertainties and other management assumptions. This approach resulted in a share valuation of A$12.13. A Black-Scholes model was then applied in determining the stock-based compensation for the period ended June 30, 2021.

Contributing factors to the increased share valuation at June 30, 2021 include:

 

  

Between January 1, 2021 and June 30, 2021, Tritium Holdings successfully certified and completed initial production runs for Tritium Holdings’ new product, the RTM75. These activities resulted in a significant de-risking of this new product, the first of the new MSC product range. These products have modular components and are scalable, giving customers the opportunity to increase the power of the charger by buying more modules rather than replacing the whole charger. A large percentage of the increased sales highlighted below are for this new generation of product.

 

  

A considerable increase in demand for Tritium Holdings’ products. In the fourth calendar quarter of 2020, sales were approximately $9 million, compared to approximately $26 million in the second calendar quarter of 2021.

 

  

Significant further growth and investment in the EV sector, for example:

 

  

The continued growth in EV sales globally.

 

  

The unveiling of the Biden Administration’s American Jobs Plan in 2021, which included provisions for potential significant U.S. government investment in public charging infrastructure.

 

  

The increasing probability that the Business Combination will be approved by Tritium Holdings and DCRN shareholders, as well as the removal of certain discounts previously attributed to risks around due diligence, regulatory approvals and other uncertainties related to the Business Combination.

Expected Volatility

Tritium Holdings historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of its publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price.

Dividend Yield

Expected dividend yield is based on the fact that Tritium Holdings has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Risk Free Interest Rate

The risk-free interest rate is determined by reference to the appropriate reserve bank yield in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected Term

The expected term of the share options has been determined based on an assessment of the estimated timing that employees would either exercise or an entitlement event would occur.

 

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Common Stock Valuation

The weighted average exercise price is equal to the weighted average stock price.

Income Taxes

Tritium Holdings’ income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Tritium Holdings recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Tritium Holdings records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses. Tritium Holdings has not incurred any material interest and penalties in either the June 30, 2021, or June 30, 2020, periods. Tritium Holdings does not have any material uncertain tax positions during the period recognized.

Recent Accounting Pronouncements

See Note 1 of Tritium Holdings’ consolidated financial statements included elsewhere in this prospectus for more information regarding recently issued accounting pronouncements.

In December 2019, the FASB issued an Accounting Standards Update (“ASU 2019-12”) “Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently assessing the impact of adopting this standard on our financial statements. We expect to apply the exemption available under Section 7(a)(2)(B) of the Securities Act and adopt ASU 2019-12 for fiscal years beginning after December 15, 2021.

In August, 2020, the FASB issued Accounting Standards Update (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments are effective for fiscal years beginning after December 15, 2021. The amendments in this update affect entities that issue convertible instruments and/or contracts indexed to and potentially settled in an entity’s own equity. The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. We are currently assessing the impact of adopting this standard on our financial statements. We expect to apply the exemption available under Section 7(a)(2)(B) of the Securities Act and adopt ASU 2020-06 for fiscal years beginning after December 15, 2023.

In October 2020, the FASB issued Accounting Standards Update (“ASU 2020-08”) “Codification Improvements to Subtopic 310—20, Receivables—Non-refundable Fees and Other Costs” and is effective for

 

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fiscal years beginning after December 15, 2020. The amendments clarify the FASB’s intent that an entity should revaluate whether a callable debt security that has multiple call dates is within the scope of paragraph 310-20-35-33 for each reporting period. We are currently assessing the impact of adopting this standard on our financial statements. We expect to apply the exemption available under Section 7(a)(2)(B) of the Securities Act and adopt ASU 2020-08 for fiscal years beginning after December 15, 2021.

In October 2020, the FASB issued Accounting Standards Update (“ASU 2020-10”) “Codification Improvements”. The purpose of these amendments is to make minor amendments and updates to the Codification for technical corrections such as conforming standards, clarifications of guidance, simplifications to wording or structure of guidance, and other minor improvements. The amendments are effective for fiscal years beginning after December 15, 2020. We are currently assessing the impact of adopting this update on our financial statements. We expect to apply the exemption available under Section 7(a)(2)(B) of the Securities Act and adopt ASU 2020-10 for fiscal years beginning after December 15, 2021.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

We are exposed to foreign currency risk related to our revenue and operating expenses denominated in currencies other than U.S. dollar. Tritium’s functional currency is Australian Dollars (AUD), and our subsidiaries have U.S. dollar and EUR functional currencies.

The assets and liabilities of our company with functional currencies other than USD are translated into USD using the exchange rates at the reporting date. The revenues and expenses of such entities are translated into USD using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognized in accumulated other comprehensive loss in shareholders’ deficit.

Net loss attributable to common stockholders is recognized in the Consolidated Statement of Comprehensive Loss when the foreign operation or net investment is disposed of.

For each entity, we determine the functional currency. Items included in the financial statements of each entity are measured using that functional currency. We use the step-by-step method of consolidation.

We do not enter into financial instruments to hedge our foreign currency exchange risk, but it may in the future.

See Tritium Holdings’ accompanying audited consolidated financial statements as of and for the years ended June 30, 2021 and 2020 included elsewhere in this prospectus, including Note 1 thereto, for more information on foreign currency translation adjustments.

Internal Control Over Financial Reporting

In connection with the preparation of Tritium Holdings’ consolidated financial statements for the years ended June 30, 2021 and June 30, 2020, material weaknesses were identified in its internal control over financial reporting. See the subsection titled “Risk Factors— Tritium Holdings’ identified material weaknesses in its internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.”

Emerging Growth Company Accounting Election

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new

 

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or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(A) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period.

We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 1 of the accompanying audited consolidated financial statements included elsewhere in this prospectus for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the years ended June 30, 2021 and 2020.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act: (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of our first fiscal year following the fifth anniversary of DCRN’s IPO, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

 

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EXECUTIVE COMPENSATION

Tritium Holdings

Historical Compensation of Tritium Holdings’ Directors

Tritium Holdings did not pay any compensation or provide any benefits for the fiscal year ended June 30, 2021 to any non-employee Tritium Holdings director.

Historical Compensation of Tritium Holdings’ Executive Officers

The amount of compensation paid, and benefits in kind granted, to Tritium Holdings’ executive officers for the fiscal year ended June 30, 2021 is described in the table below. Amounts payable in Australian dollars have been converted into U.S. dollars using the average exchange rate during the fiscal year ended June 30, 2021 of A$1.00 to US$1.3429.

 

     Short-Term Benefits  Post-Employment Benefits  Share-Based
Payments
    
     Salary &
Fees(1)
  Other(2)  Superannuation(3)  Retirement
Benefits
  Shares(4)  Phantom
Equity(5)
  Total 

Jane Hunter

  Chief Executive Officer  $291,161  $60,431  $31,719  $—    $705,555  $—    $1,088,866 

Michael Hipwood

  Chief Financial Officer   203,291   43,119   21,718   —     324,293   —     592,421 

David Toomey

  Chief Strategy Officer   233,393   39,616   25,936   —     557,912   403,036   1,259,893 

David Finn

  Chief Growth Officer   238,290   48,147   22,638   —     —     119,099   428,174 

 

(1)

‘Salary and Fees’ represents the actual salary amounts paid to executive officers in the fiscal year ending June 30, 2021.

(2)

‘Other’ represents bonuses earned by the executive officers in the fiscal year ending June 30, 2021 and other fringe benefits provided to the executive officers. With respect to the bonuses referenced above, the executive officers were eligible to receive an annual cash bonuses based on achievement of key performance indicators that are set by the Tritium Holdings directors and linked to company performance, such as EBITDA and revenue goals. Tritium Holdings’ remuneration committee assesses and determines the bonus amount payable which is then approved by the Tritium Holdings directors. The breakdown of the ‘Other’ benefits is as follows:

 

   Bonus
($)
   Fringe
Benefits
($)
   Total
($)
 

Jane Hunter

   42,725    17,706    60,431 

Michael Hipwood

   25,319    17,800    43,119 

David Finn

   —      48,147    48,147 

David Toomey

   39,616    —      39,616 

 

(3)

‘Superannuation’ represents the statutory superannuation entitlement of the executive officers for the fiscal year ending June 30, 2021 in accordance with the Superannuation Guarantee Administration Act 1992 (Cth).

(4)

‘Shares’ represents the grant date fair value (as determined by the Tritium Holdings directors) of the N class shares in Tritium Holdings granted to the executive officers during the fiscal year ending June 30, 2021. These N class shares were granted under Tritium Holdings’ loan funded share plan. A summary of the terms of this plan is set out in the section entitled “Equity Incentive Plan.

(5)

‘Phantom Equity’ represents, for each phantom unit, the share price applied to Tritium Holdings ordinary shares as at the date of the offer of the phantom equity provided to the executive officers during the fiscal year ended June 30, 2021. The phantom equity was granted under Tritium Holdings’ shadow equity scheme. A description of the shadow equity scheme is set out in the section entitled “Shadow Equity Scheme.

(6)

David Toomey is employed by St Baker Energy Managers Pty Ltd and has been on secondment to Tritium Australia since 1 September 2020. A description of the secondment agreement between St Baker Energy Managers Pty Ltd and Tritium Australia is set out in the section entitled “Employment Agreements.

 

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Equity Incentive Plan

In 2017, Tritium Holdings adopted a loan funded share plan (the “Incentive Plan”). The objective of the Incentive Plan is to provide eligible participants in the Incentive Plan (“Participants”) with an opportunity to acquire N class shares in Tritium Holdings using an interest free loan provided by Tritium Holdings.

Participants in the Incentive Plan may include any director, employee, contractor or other person determined by the board of directors of Tritium Holdings as being eligible to be invited to participate in the Incentive Plan.

The board of directors of Tritium Holdings may, from time to time, in its absolute discretion, make an offer to any Participant to apply for a certain number of N class shares, as set out in the offer letter addressed to that Participant containing the offer. The terms of the offer may require the Participant to appoint a bare trustee to hold legal title in its N class shares in accordance with the terms of the trust deed governing the bare trust, with the Participant holding the beneficial interest in those shares.

The acquisition price for shares under the Incentive Plan is an amount equal to the market value of the shares offered to the Participant as determined by the board of directors of Tritium Holdings, which will be specified in the offer letter. The acquisition price will be loaned by Tritium Holdings to the Participant by means of an interest free loan.

A Participant may voluntarily repay some or all of the loan at any time. The loan will become immediately repayable on: (i) the date which is 7 years from the date of an issue of shares under the Incentive Plan; (ii) the sale or reduction of a majority of Tritium Holdings’ ordinary shares; (iii) an insolvency event in respect of Tritium Holdings; (iv) the Participant entering bankruptcy, as defined in section 5 of the Bankruptcy Act 1966 (Cth); (v) death of the Participant; (vi) termination of the Participant’s employment due to poor or non-performance or misconduct; or (vii) the board of directors of Tritium Holdings determining that the Participant has consistently failed to meet their duties or engaged in serious misconduct; engaged in conduct which brings the directors, shareholders or Tritium Holdings into disrepute; knowingly acted in a manner which is likely to impair the reputation, value and goodwill of Tritium Holdings; attempted to dispose of shares; or engaged in conduct that the board of directors determine justifies an accelerated repayment date.

N class shares issued under the Incentive Plan have (i) the right to proportionally participate in any dividend declared on ordinary shares of Tritium Holdings, as if the shares were ordinary shares of Tritium Holdings (and the board of directors of Tritium Holdings will determine, from time to time, the percentage of any dividend that will be applied to repay the loan given by Tritium Holdings to acquire those shares); (ii) the right to participate in any division or distribution of any surplus assets or profits of Tritium Holdings equally with all other members having similar rights; (iii) no voting rights; and (iv) no right to be transfer, sell, mortgage, pledge, assign, alienate, create security over or otherwise deal with all or any part of the holder’s interest in the shares, except with the prior approval of the board of directors of Tritium Holdings.

Subject to any legal or regulatory requirement, the board of directors of Tritium Holdings may at any time amend all or any of the rules of the Incentive Plan, unless such amendment may materially reduce the rights or increase the obligations of any Participant in respect of any shares prior to the date of such amendment (other than an amendment introduced primarily for certain circumstances specified in the rules of the Incentive Plan).

We do not intend for Tritium Holdings to make any new grants of N class shares under this Incentive Plan following consummation of the Business Combination. It is also intended that the terms of the Incentive Plan will be amended so that those loans existing immediately prior to consummation of the Business Combination remain outstanding and their repayment obligations become linked to the Participant’s shares in Tritium. As of June 30, 2021, approximately $15.1 million in loans made by Tritium Holdings is outstanding under the Incentive Plan. Subsequent to June 30, 2021, there has been a modification to the shares issued under the Incentive Plan, which adjusts the loans made by Tritium Holdings to $14.7 million.

 

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The loans made by Tritium Holdings to the executive officers and directors of Tritium Holdings in connection with the Incentive Plan are set out in the table below.

 

Name

  Loan amount
for the year
ended June 30,
2021
   Total loan
amount
as of June 30,
2021
 
   (in AUD) 

Jane Hunter

  $3,230,423   $3,230,423(1) 

Michael Hipwood

   1,484,791    1,484,791 

David Toomey and David James Toomey as trustee for the David James Toomey Family Trust

   2,554,427    2,751,528 

James Kennedy as trustee for the Kennedy Family Trust

   —      840,621 

Finnmax Pty Ltd as trustee for the Finn Family Trust (an entity associated with David Finn)

   —      937,783 

Trevor St Baker

   —      —   

Jeffrey Phillips

   —      —   

Paul Sernia

   —      468,893 

Stephen St Baker

   —      —   

Brian Flannery

   —      —   

Martin Gafinowitz

   —      —   

 

(1)

Subsequent to June 30, 2021, there has been a modification to the shares issued under the Incentive Plan, which adjusts the loans made by Tritium Holdings to $2,786,113.

In respect to the loans made to Jane Hunter, Michael Hipwood, David Toomey and David James Toomey as trustee for the David James Toomey Family Trust, James Kennedy as trustee for the Kennedy Family Trust and Finnmax Pty Ltd as trustee for the Finn Family Trust (an entity associated with David Finn), Tritium Holdings has forgiven the outstanding balances.

Shadow Equity Scheme

Tritium Holdings has in place a shadow equity scheme in Australia, the United States and the Netherlands under which eligible employees may be offered shadow equity units, being a notional number of shares to which an eligible employee is entitled for the purposes of calculating a benefit as specified in their offer to participate in the scheme. The holders of shadow equity units were entitled to the payment of those benefits as a result of the consummation of the Business Combination, and those benefit amounts will be payable by Tritium Holdings. As of June 30, 2021, the aggregate payment amount payable by Tritium Holdings under the shadow equity scheme was approximately $21.6 million.

Prior to the Business Combination, Tritium Holdings treated the form of the benefit payable to holders of shadow equity units as cash. Subsequent to the Business Combination, Tritium’s Board of Directors determined that the benefit payable to participants under the shadow equity schemes could be paid to participants in the form of cash or shares at the discretion of the board of directors. We expect to settle the payment of the benefit in the form of our Ordinary Shares at a price of $10.00 per share. The amount of the benefit does not change as a result of settlement in shares, except for some additional indirect tax amounts incurred by Tritium Holdings. The number of shares to be issued is calculated by reference to the $10 issue price at the Business Combination which is the date at which the shadow equity scheme benefit amount is determined.

 

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Tritium Holdings’ Equity Incentive Plan and Our Equity Incentive Plan

Our directors and Tritium Holdings’ directors have approved the allocation of up to such number of our Ordinary Shares as is equal to 10% of the total number of issued Ordinary Shares upon consummation of the Business Combination, with such allocation consisting of the following:

 

  

N class shares in Tritium Holdings, which as at June 30, 2021 have already been issued by Tritium Holdings to eligible participants under the Equity Incentive Plan. Upon consummation of the Business Combination, the Tritium Holdings shareholders that held these Tritium Holdings Shares exchanged these shares for Ordinary Shares, which made up approximately 5.7% of the total number of Ordinary Shares outstanding upon consummation of the Business Combination; and

 

  

Ordinary Shares, which are available for grant and issuance to eligible participants under our Incentive Plan. Of this remaining portion of the 10% allocation, up to 1% will only be eligible for issuance under the DCFC Incentive Plan (as defined below) to those persons who were employed by the Tritium Group on or before the consummation of the Business Combination, and a further 1% will be set aside for issuance in connection with forward-looking long-term incentives and new hires.

Tritium DCFC Limited

Compensation of Our Directors

We did not pay any compensation or provide any benefits for the fiscal year ended June 30, 2021 to our directors.

The amount of compensation payable to all our non-employee directors in the aggregate for service on our board of directors has been set by our board of directors at a maximum of $1,300,000 for the first calendar year following the consummation of the Business Combination, and $800,000 per year thereafter.

Executive Officer and Director Compensation

Tritium Holdings engaged an independent compensation consultant, Mercer, who assisted in the evaluation of executive compensation for our executive officers following the consummation of the Business Combination. Executive compensation decisions are made by our board of directors based on recommendations made by our compensation committee. Our compensation committee reviews executive compensation arrangements and recommends to our board of directors any adjustments that it believes are appropriate in structuring our executive compensation arrangements.

Our directors and executive officers hold Ordinary Shares. For more information about the holdings of directors and executive officers, including the number of Ordinary Shares held by each individual, see the section entitled “Beneficial Ownership of Securities.

Equity Incentive Plan

We have adopted an incentive award plan (the “DCFC Incentive Plan”) in order to facilitate the grant of equity incentive awards to our executive directors, employees (including executive officers) and consultants and certain of our affiliates and to enable us to obtain and retain the services of these individuals, which is essential to our long-term success. The terms of the DCFC Incentive Plan are set out below.

The DCFC Incentive Plan has been designed to attract and retain employees, and to provide additional incentive to eligible participants in the DCFC Incentive Plan (“Participants”) to promote our success. No grants under the DCFC Incentive Plan have been made prior to the Closing Date.

 

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Participants in the DCFC Incentive Plan may include any director, employee, contractor or other person determined by the our directors as being eligible to participate in the DCFC Incentive Plan.

Our directors may, from time to time, in their absolute discretion, make an offer to any Participant for the following types of awards:

 

  

Ordinary Shares;

 

  

options to subscribe for Ordinary Shares (“Options”);

 

  

rights to be paid a cash amount determined by the price of Ordinary Shares at a specified time or the movement in price over a period of time (“Incentive Rights”);

 

  

ability to subscribe for Ordinary Shares that are subject to restrictions, including on transfer, until specified conditions are satisfied (“Restricted Shares”); or

 

  

rights to receive Ordinary Shares or cash, based on specified performance factors (“Performance Rights”),

(together “Awards”) as set out in the invitation addressed to that Participant containing the offer. The terms of invitation may require the Participant to appoint a bare trustee to hold legal title in its Ordinary Shares or Restricted Shares in accordance with the terms of the trust deed governing the bare trust, with the Participant holding the beneficial interest in those Ordinary Shares and Restricted Shares.

Our directors will determine the terms and conditions of each Award, including:

 

  

the type of Award;

 

  

the number or value of Ordinary Shares or other consideration subject to the Award;

 

  

the manner in which the eligible participant may accept or reject the invitation and the latest date by which the invitation must be accepted;

 

  

if the Award is an Option, the exercise price of the Option; and

 

  

any vesting conditions, including service and/or performance conditions.

The terms and conditions of each Award will be set out in an invitation.

The exercise price payable on exercise of an Option or the amount (if any) that will be paid by a Participant for the grant of an Award or the method by which that amount will be calculated will be determined by our directors and specified in the invitation.

Options will become exercisable when the applicable vesting conditions have been satisfied.

Incentive Rights and Performance Rights will vest and be settled by the delivery of Ordinary Shares (or, where applicable, cash) when the applicable vesting or performance conditions have been satisfied.

Restricted Shares will cease to be restricted when the applicable vesting conditions have been satisfied in accordance with the invitation.

We intend that no Awards under the DCFC Incentive Plan will be offered to eligible participants until our Ordinary Shares have been quoted on Nasdaq for at least three months. This is to ensure that any Award granted by us under the DCFC Incentive Plan satisfies relief under Australian law with respect to employee incentive schemes of listed entities.

 

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Our board of directors may modify or supplement the terms of the DCFC Incentive Plan with respect to Awards granted to non-Australian participants in order to reflect applicable law, for administrative convenience or such other factors as our board of directors may determine.

Employment Agreements

Jane Hunter, Employment Agreement

Jane Hunter commenced as the Chief Executive Officer of Tritium Holdings on March 9, 2020. Under her employment agreement, either Ms. Hunter or Tritium Australia can terminate Ms. Hunter’s employment by giving the other party six months’ notice in writing (or by Tritium Australia making payment in lieu of Ms. Hunter’s notice period). Tritium Australia may terminate Ms. Hunter’s employment without notice where she commits any serious misconduct or gross negligence in the discharge of her duties.

Pursuant to her employment agreement, Ms. Hunter is entitled to receive annual fixed remuneration of A$391,000 (exclusive of superannuation). Ms. Hunter is entitled to receive superannuation contributions or equivalent to the amount prescribed by the superannuation guarantee percentage referred to in The Superannuation Guarantee Administration Act 1992 (Cth). The superannuation guarantee percentage is currently 10% of base salary. In addition, Ms. Hunter is entitled to an A$15,000 per annum vehicle allowance for an electric vehicle.

Ms. Hunter is eligible to earn an annual discretionary cash bonus of A$153,000, based on the board of directors’ (or a subcommittee thereof) assessment of individual performance against key performance indicators established by the Tritium Holdings’ remuneration committee on an annual basis.

In 2020, in connection with a likely exit event for Tritium Holdings in 2021 and as a long-term incentive, Ms. Hunter was issued 627,065 N class shares under the Inventive Plan.

In connection with her yearly performance review, for each year after fiscal year 2021, Ms. Hunter will be eligible to receive up to 100,000 shares (or other employee stock options as defined by the LTI scheme of the employer or any new holding company). The strike price and vesting criteria will be the strike price and vesting criteria applied by the employer at the time the shares or options are earned or, if not defined, determined by the board of directors. Key performance indicators to earn these shares will be set each year by mutual agreement with the board of directors. The potential for Ms. Hunter to participate in an employee share bonus scheme will be at the employer’s discretion.

Ms. Hunter’s employment agreement contains customary confidentiality provisions, as well as standard non-compete and non-solicitation restrictions effective during employment and for up to one year thereafter.

Michael Hipwood, Employment Agreement

Michael Hipwood commenced as the Chief Financial Officer of Tritium Holdings in April 2019. Under his employment agreement, Tritium Australia can terminate Mr. Hipwood’s employment by giving Mr. Hipwood 4 weeks’ notice in writing (or by Tritium Australia making a payment in lieu of Mr. Hipwood’s notice period). Mr. Hipwood is unable to give notice of termination as his contract is a fixed term arrangement with an end date of September 14, 2022; after such end date, he may give 4 weeks’ notice. Tritium Australia may terminate Mr. Hipwood’s employment without notice where he commits any serious misconduct or gross negligence in the discharge of his duties.

Pursuant to his employment agreement, Mr. Hipwood is entitled to receive annual fixed remuneration of A$273,685 (exclusive of superannuation). Mr. Hipwood is entitled to receive superannuation contributions or equivalent to the amount prescribed by the superannuation guarantee percentage referred to in The

 

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Superannuation Guarantee Administration Act 1992 (Cth). The superannuation guarantee percentage is currently 10% of base salary. In addition, Mr. Hipwood is entitled to an A$15,000 per annum vehicle allowance or provision of an electric vehicle.

Mr. Hipwood is eligible to earn a one-time bonus of A$100,000 to be paid on the contract term expiry date, September 14, 2022. The payment of this bonus is conditional on Mr. Hipwood meeting key performance indicators set by the board of directors by December 30, 2021 and remaining employed on the contract term expiry date. If Mr. Hipwood is no longer employed at the contract term expiry date due to termination by Tritium Australia, a pro rata of the bonus will be payable by Tritium Australia for the term.

Mr. Hipwood’s employment agreement contains customary confidentiality provisions, as well as standard non-solicitation restrictions effective during employment, the contract term and for six months thereafter. Mr. Hipwood is also restrained for a period of six months’ after the contract term from performing work for any client or supplier of the Tritium Group or from being concerned, interested or employed by a business which is likely to be in competition with the Tritium Group. In addition, Mr. Hipwood is restrained from being engaged as a chief financial officer, head of finance, general manager of finance or chief executive officer by any entity prior to September 14, 2022. This additional restraint was agreed to by the parties in consideration for Tritium Holdings forgiving Mr. Hipwood’s outstanding loan balance under the Equity Incentive Plan.

David Finn, Employment Agreement

David Finn commenced as Tritium Holdings’ Chief Executive Officer in 2005. Dr. Finn was Chief Executive Officer until March 2020 when he became the Chief Growth Officer of Tritium. Under his employment agreement, either Dr. Finn or Tritium Australia can terminate Dr. Finn’s employment by giving the other party one month notice in writing (or by Tritium Australia making payment in lieu of Dr. Finn’s notice period). Tritium Australia may terminate Dr. Finn’s employment without notice where he commits any misconduct or dishonesty, if he is negligent or incompetent in the performance of his duties or he commits a material breach of his terms and conditions of employment.

Pursuant to his employment agreement, Dr. Finn is entitled to receive annual fixed remuneration of A$87,180 (exclusive of superannuation). Dr. Finn’s salary has subsequently increased to A$320,000 since he entered into this employment agreement in 2012. Dr. Finn is entitled to receive superannuation contributions or equivalent to the amount prescribed by the superannuation guarantee percentage referred to in The Superannuation Guarantee Administration Act 1992 (Cth). The superannuation guarantee percentage is currently 10% of base salary.

Dr. Finn’s employment agreement contains customary confidentiality provisions. Dr. Finn also entered into a separate non-compete agreement which contains non-compete restrictions effective for two years after termination of employment.

David Toomey, Secondment Agreement

David Toomey has been seconded to Tritium Australia since 2017. David Toomey is an employee of shareholder St Baker Energy Managers Pty Ltd. Tritium Australia, St Baker Energy Managers Pty Ltd and Mr. Toomey have entered into a new secondment agreement which commenced on September 1, 2020 for an initial 12-month term. After the initial term, the agreement automatically continues on a month-to-month basis. Under the secondment agreement, the secondment may be terminated upon: (i) either Tritium Australia or St Baker Energy Managers Pty Ltd giving 30 days’ notice of termination; (ii) Mr. Toomey ceasing to be an employee of St Baker Energy Managers Pty Ltd; (iii) Tritium Australia terminating the secondment due to a material conflict of interest; (iv) serious misconduct, material breach of policy or extended leave of absence of Mr. Toomey; (v) mutual agreement; or (vi) immediately, upon Tritium Australia giving written notice due to a breach by St Baker Energy Managers Pty Ltd or Mr. Toomey of the agreement.

 

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Under the secondment agreement, St Baker Energy Managers Pty Ltd will cover all employment costs of Mr. Toomey during the secondment. St Baker Energy Managers Pty Ltd will invoice Tritium Australia for a fee each month for an amount equivalent to the payment of one month of Mr. Toomey’s annual fixed remuneration (i.e., A$343,085.40).

Mr. Toomey is eligible to earn annual discretionary cash bonuses of up to A$70,000 per year, determined by Tritium Holdings’ board of directors (or a subcommittee thereof) in their sole discretion based on their assessment of individual performance against key performance indicators established by the Tritium Holdings’ remuneration committee on an annual basis. Any bonus will be paid by St Baker Energy Managers Pty Ltd and subsequently invoiced to Tritium Australia.

The secondment agreement contains customary restrictive covenants with respect to Tritium Holdings, including confidentiality provisions, as well as non-solicitation restrictions for three months after the expiry of the term and non-compete restrictions for six months after the expiry of the term.

 

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MANAGEMENT

The following information concerning our management is based on the provisions of our constitution, which is attached as Exhibit 3.1 to this prospectus.

Directors and Executive Officers

The following sets forth certain information concerning our executive officers and directors as of the date of this prospectus:

 

Name

  Age   

Position

Jane Hunter

   49   Chief Executive Officer and Executive Director

Michael Hipwood

   57   Chief Financial Officer

Dr. David Finn

   43   Chief Vision Officer and Executive Director

Robert Tichio

   44   Non-Executive Director and Chair

Trevor St. Baker AO

   82   Non-Executive Director

Kenneth Braithwaite

   61   Non-Executive Director

Kara Phillips

   43   Non-Executive Director

Edward Hightower

   56   Non-Executive Director

Executive Officers

Jane Hunter. Ms. Hunter has served as our Chief Executive Officer since March 2020 and a member of our board of directors since January 2022. She previously served as our Chief Operating Officer and Deputy Chief Executive Officer from September 2019 to March 2020. Prior to joining us, Ms. Hunter served as Chief Operating Officer, Phantom Works International, of Boeing Defence Australia Ltd from January 2014 to September 2019 (joining Boeing in 2012) and was a member of the board of directors of Boeing Defence Australia Ltd and Boeing Distribution Services Inc. Ms. Hunter chaired the South Queensland Defence Advisory Board and is currently a director of the Electric Vehicle Council of Australia and a member of the Manufacturing Ministerial Council (Queensland). Ms. Hunter received a Bachelor of Laws (Hons.) degree and B.A. degree from the University of Queensland. We believe Ms. Hunter’s strategic vision for the combined company and her expertise in technology and business operations makes her qualified to serve on our board.

Michael Hipwood. Mr. Hipwood has served as our Chief Financial Officer since April 2019. Prior to joining us, he served as Head of Finance of Genie Solutions from February 2018 to April 2019. Before that, he served as Chief Financial Officer & General Manager of Corporate Services of Brisbane South PHN Pty Ltd from March 2017 to February 2018. Mr. Hipwood also served as Chief Financial Officer and member of the board of directors of Boeing Defence Australia Pty Ltd from June 2012 to August 2016. From June 2013 to August 2016, he served as a director of Boeing Australia Holdings Party Ltd. Mr. Hipwood received his Graduate Diploma of Professional Accounting and his Bachelor of Arts from Griffith University.

Dr. David Finn. Dr. Finn is our co-founder and has served as a non-executive member of our board of directors since January 2001. He has served as our Chief Vision Officer (formerly, Chief Growth Officer) since 2020 and previously served as our Chief Executive Officer from 2001 to 2020. Dr. Finn received a Ph.D. in electrical engineering, B.S. degree in computer science, and B.E. degree in electrical engineering and computer systems from the University of Queensland, Australia. We believe Dr. Finn is qualified to serve on the our board of directors because of his demonstrated business acumen and decades of experience leading our growth and building our global market presence.

Non-Executive Directors

Robert Tichio. Mr. Tichio has served as a non-executive member and Chair of our board of directors since January 2022. He has also served as a member of DCRN’s board of directors since December 4, 2020 and served

 

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as DCRN’s Chief Executive Officer from December 2020 to January 2021. Mr. Tichio has served as a member of the board of directors of Decarbonization Plus Acquisition Corporation IV since February 2021, and as a member of the board of directors of Decarbonization Plus Acquisition Corporation V since March 2021. Mr. Tichio served as a member of the board of directors of Decarbonization Plus Acquisition Corporation (“DCRB”) from August 2020 until the consummation of DCRB’s business combination in July 2021, and served as its Chief Executive Officer until September 2020. Mr. Tichio also served as a member of the board of directors of Decarbonization Plus Acquisition Corporation III (“DCRC”) from January 2021 until consummation of DCRC’s business combination with Solid Power, Inc. in December 2021 and served as its Chief Executive Officer until February 2021, and has served as a member of the board of directors and nominating and corporate governance committee of Solid Power, Inc. since December 2021. Mr. Tichio is a partner and managing director of Riverstone Holdings LLC (“Riverstone”). Mr. Tichio joined the firm in 2006 and has been focused on the firm’s Private Equity business. Prior to joining Riverstone, Mr. Tichio was in the Principal Investment Area (PIA) of Goldman Sachs, which manages the firm’s private corporate equity investments. Mr. Tichio began his career at J.P. Morgan in the Mergers & Acquisition Group, where he concentrated on assignments that included public company combinations, asset sales, takeover defenses, and leveraged buyouts. Mr. Tichio received his A.B. from Dartmouth College as a Phi Beta Kappa graduate, and later received his M.B.A. with Distinction from Harvard Business School. Mr. Tichio serves on a number of nonprofit and Riverstone portfolio company boards. We believe Mr. Tichio is qualified to serve as the Chair of our board of directors due to his extensive experience in serving on other boards and business and financial acumen.

Kara Phillips. Ms. Phillips has served as a non-executive member of our board of directors since January 2022. She has served as Managing Partner of Tiger Financial Group since 2011 and previously served as General Partner of Reinventure Group from 2017 to 2018. She also served as Director and Vice President of Goldman Sachs & Co. from 2002 to 2008. Ms. Phillips received a B.A. degree from Princeton University. We believe Ms. Phillips is qualified to serve on our board of directors because of her expertise in corporate governance and investment management matters.

Trevor St Baker. Mr. St Baker has served as non-executive member of our board of directors since 2013 and previously served as Chair of our board from 2013 until January 2022. He has served as non-executive director of Novonix Ltd since September 2020 and previously served as director of ERM Power Limited, from October 2010 to November 2017. Mr. St Baker is currently a director or chairman of a multitude of private companies in the energy and mobility sectors. Mr. St Baker received a B.E. degree from the University of New South Wales and a B.A. degree from Sydney University. In 2021, Mr. St Baker was conferred with the degree of Doctor of Engineering Honoris Causa by the University of Queensland for his lifelong contribution to the Australian electricity sector and greater Australian community. In 2016, Mr. St Baker was awarded an Officer (AO) in the General Division of the Order of Australia for distinguished service to business and commerce as a leader in the energy sector, and through philanthropic support for a range of health, arts and indigenous youth programs. We believe Mr. St Baker is qualified to serve on our board of directors because of his more than 60 years of experience in the energy and electricity industries as well as his experience on other public company boards of directors.

Kenneth Braithwaite. Mr. Braithwaite has served as a non-executive member of our board of directors since January 2022. From May 2020 to January 2021, Mr. Braithwaite served as the U.S. Secretary of the Navy, and previously served as the U.S. Ambassador to Norway from February 2018 to May 2020. From November 2011 to January 2018, he served as Group Senior Vice President for Vizient, Inc. Mr. Braithwaite has served as a director and member of the audit and finance committees for Trajector, a privately held company. Mr. Braithwaite received a B.A. degree in international relations and naval engineering from the U.S. Naval Academy and a M.P.A. degree in government administration from the University of Pennsylvania. In 2021, he was awarded the U.S. Defense Distinguished Service Medal. We believe Mr. Braithwaite is qualified to serve on our board of directors because of his extensive international experience working with both governments and the private sector.

Edward Hightower. Mr. Hightower has served as a non-executive member of our board of directors since January 2022. He has served as Managing Director of Motoring Ventures LLC since April 2016, and previously

 

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served as Executive Chief Engineer and Vehicle Line Executive of General Motors Company from October 2013 to April 2016. Mr. Hightower received a B.S.G.E. degree in systems engineering and design from the University of Illinois at Urbana-Champaign, Grainger College of Engineering, and a M.B.A degree in general management and marketing from the University of Michigan Ross School of Business. We believe Mr. Hightower is qualified to serve on our board of directors because of his years of experience with advising the global automotive industry.

Family Relationships

There are no family relationships between any of our executive officers and directors.

Our Board of Directors

Board Designations

Under the constitution, the number of our directors shall be a minimum of three directors and a maximum of 12 directors or such lower number as we resolve to authorize at a general meeting. Our directors are elected or re-elected by resolution of our shareholders at our general meetings.

Our directors may also appoint a director to fill a casual vacancy on our board of directors or in addition to the existing directors, who will then hold office until our next annual general meeting and is then eligible for election at that meeting.

No director may hold office without re-election for more than three years or past the third annual general meeting following the meeting at which the director was last elected or re-elected (whichever is later).

Our Board Conflicts of Interest

Any director who has a material personal interest in a contract or proposed contract of our company, holds any office or owns any property such that the director might have duties or interests which conflict with, or which may conflict, either directly or indirectly, with the directors’ duties or interests as a director, must give the directors notice of the interest at a meeting of directors.

A director who has a material personal interest in a matter that is being considered at one of our board meetings must not, except where permitted under the Corporations Act, vote on the matter or be present while the matter is being considered at the meeting.

Director Suspension and Dismissal

We may remove a director by resolution at a general meeting. Subject to the Corporations Act, at least two months’ notice must be given to us of the intention to move a resolution to remove a director at a general meeting.

Our Indemnification and Insurance Obligations

Under the constitution, we must, and have, to the extent permitted by and subject to any applicable law, indemnify current and past directors and other executive officers of our company 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 our company or a related body corporate.

We 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 our company or a related body corporate.

 

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Under the Corporations Act, a company or a related body corporate must not indemnify a person against any liabilities incurred as an officer or auditor of the company if it is a liability:

 

  

owed to the company or a related body corporate of the company;

 

  

for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA, 1317HB, 1317HC or 1317HE of the Corporations Act; or

 

  

that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith.

In addition, a company or related body corporate must not indemnify a person against legal costs incurred in defending an action for a liability incurred as an officer or auditor of the company if the costs are incurred in:

 

  

defending or resisting proceedings in which the person is found to have a liability for which they cannot be indemnified as set out above;

 

  

in defending or resisting criminal proceedings in which the person is found guilty;

 

  

in defending or resisting proceedings brought by the ASIC or a liquidator for a court order if the grounds for making the order are found to have been established (except costs incurred in responding to actions taken by the ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

 

  

in connection with proceedings for relief to the person under the Corporations Act in which the Court denies the relief.

Board Committees

We have established a separately standing audit committee, nominating and corporate governance committee and compensation committee.

Audit Committee

We have established an audit committee of our board of directors, which comprised of Ms. Phillips and Messrs. Tichio and Hightower. Our board of directors has determined that each of Ms. Phillips and Messrs. Tichio and Hightower is independent under the applicable rules of the SEC and Nasdaq. Ms. Phillips serves as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that Ms. Phillips qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Our board of directors has adopted an audit committee charter, which details the principal functions of the audit committee, including:

 

  

appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

 

  

discussing with our independent registered public accounting firm their independence from our management;

 

  

reviewing with our independent registered public accounting firm the scope and results of their audit;

 

  

approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

 

  

overseeing the financial reporting process and discussing with our management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

 

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reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

 

  

reviewing our policies on risk assessment and risk management;

 

  

reviewing related party transactions; and

 

  

establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of our board of directors, which is comprised of Ms. Hunter and Messrs. Tichio, St Baker and Finn, of whom each of Messrs. Tichio and St Baker is independent under the applicable rules of the SEC and Nasdaq. Mr. Tichio serves as the Chairman of the committee. Our board of directors has adopted a nominating and corporate governance charter, which details the principal functions of the nominating and corporate governance committee. The nominating and corporate governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating and corporate governance committee is responsible for, among other things:

 

  

identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

 

  

evaluating the overall effectiveness of our board of directors and its committees; and

 

  

reviewing developments in corporate governance compliance and developing and recommending to our board of directors a set of corporate governance guidelines and principles.

Guidelines for Selecting Director Nominees

The nominating and corporate governance committee considers persons identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which is specified in the nominating and corporate governance committee charter, generally provides that persons to be nominated should:

 

  

have demonstrated notable or significant achievements in business, education or public service;

 

  

possess the requisite intelligence, education and experience to make a significant contribution to our board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

 

  

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating and corporate governance committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on our board of directors. The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and also considers the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating and corporate governance committee does not distinguish among nominees recommended by shareholders and other persons.

 

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Compensation Committee

We have established a compensation committee comprised of Messrs. St Baker, Tichio and Braithwaite, each of whom is independent under the applicable rules of the SEC and Nasdaq. Mr. St Baker serves as Chairman of the compensation committee.

Our board of directors has adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 

  

reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting compensation;

 

  

reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers;

 

  

reviewing and making recommendations to our board of directors regarding director compensation;

 

  

reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and

 

  

appointing and overseeing any compensation consultants.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee considers the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serve, and in the past year have not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on our board of directors.

Independence of Directors

The listing standards of Nasdaq generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Ms. Phillips and Messrs. Tichio, St Baker, Hightower and Braithwaite are independent directors. Pursuant to Nasdaq’s “phase-in” rules for newly listed companies, we have one year from the date on which we first listed on Nasdaq to have our board of directors be comprised of a majority of independent directors. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Risk Oversight

Our board of directors oversee the risk management activities designed and implemented by our management. Our board of directors execute their oversight responsibility both directly and through their committees. Our board of directors also consider specific risk topics, including risks associated with its strategic initiatives, business plans and capital structure. Our management, including our executive officers, are primarily

 

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responsible for managing the risks associated with operation and business of our company and provide appropriate updates to our board of directors and the audit committee. Our board of directors delegate to the audit committee oversight of their risk management process, and the other committees also consider risk as they perform their respective committee responsibilities. All committees report to the board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.

Code of Business Conduct and Ethics

We have posted our Code of Conduct and Ethics on our website and will post any amendments to or any waivers from a provision of our Code of Conduct and Ethics on our website. We also intend to disclose any amendments to or waivers of certain provisions of our Code of Conduct and Ethics in a manner consistent with the applicable rules or regulations of the SEC and Nasdaq.

Shareholder Communication with the Board of Directors

Our shareholders and interested parties may communicate with our board of directors, any committee chairperson or the independent directors as a group by writing to our board of directors or committee chairperson in care of Tritium DCFC Limited, 48 Miller Street, Murarrie, Queensland 4172 Australia.

Foreign Private Issuer Status

We are a “foreign private issuer” under the securities laws of the United States and the rules of Nasdaq. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domestic registrants. We take all actions necessary to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and Nasdaq’s listing standards.

Comparison of the Australian and U.S. Securities Regulatory Landscapes

We are a public limited company organized under the laws of Australia. Our Ordinary Shares and Warrants are listed on Nasdaq, and the rights of our shareholders are primarily governed by the constitution, the Corporations Act, U.S. federal securities laws and Nasdaq listing standards.

A comparison of some of the material provisions of the Corporations Act and ASX Listing Rules, which would have applied to us if we had listed on the Australian Securities Exchange and Nasdaq listing standards and certain U.S. federal securities laws, which apply to us, is set out below.

The comparison is not an exhaustive statement of relevant laws, rules and regulations and is intended as a general guide only.

 

Requirements under the ASX Listing Rules /
Corporations Act

  

Requirement under Nasdaq listing
standards / Certain U.S. federal securities laws

Notice of general meetings

A notice of a general meeting must be given by a listed company at least 28 days before the date of the meeting. The company is required to give notice only to shareholders entitled to vote at the meeting, as well as the directors and auditor of the company.  Notice of general meetings is not governed by Nasdaq listing standards. Additionally, Foreign private issuers are not subject to U.S. proxy rules. Notice of general meetings will be governed by our governing documents.

Continuous disclosure

Under the ASX Listing Rules, subject to some exceptions, a listed company must immediately disclose to ASX any information concerning it, which a  Under Nasdaq listing standards, Nasdaq-listed company shall make prompt disclosure to the public through a Regulation FD compliant method of any material information that would reasonably be

 

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Requirements under the ASX Listing Rules /
Corporations Act

  

Requirement under Nasdaq listing
standards / Certain U.S. federal securities laws

reasonable person would expect to have a material effect on the price or value of the company’s shares.  

expected to affect the value of its securities or influence investor’s decisions. In the absence of Nasdaq listing standards, Foreign private issuers are not subject to Regulation FD, which governs the fair disclosure of material non-public information.

 

Foreign private issuers are also required to publicly report certain types of material information on Form 6-K under the Securities Exchange Act.

Disclosure of substantial shareholdings

A person who obtains a voting power in 5% or more of an ASX listed company is required to publicly disclose that fact within two business days after becoming aware of that fact via the filing of a substantial holding notice. A person’s voting power consists of their own relevant interest in shares plus the relevant interests of their associates. A further notice must be filed within two business days after each subsequent voting power change of 1% or more, and after the person ceases to have a voting power of 5% or more. The notice must attach all documents which contributed to the voting power the person obtained or provide a written description of arrangements which are not in writing.  

Disclosure of substantial shareholdings is not governed by Nasdaq listing standards. Disclosure requirements are governed by U.S. securities laws.

Shareholders who acquire more than 5% of the outstanding shares of a class of securities registered under the Securities Exchange Act or 1934 must file beneficial ownership reports on Schedule 13D or 13G until their holdings drop below 5%.

 

Schedule 13G is an abbreviated version of 13D that may be available based on facts and circumstances. Schedule 13D reports the acquisition and other information within 10 days after the purchase. Prompt amendment must be made regarding any material changes in the facts contained in the schedule.

Financial reporting

Under the ASX Listing Rules, subject to some exceptions, a listed company must prepare and lodge with ASIC and the ASX financial reports and statements on an annual, half-yearly and, in some cases, quarterly basis.  Under the Securities Exchange Act, a foreign private issuer must file an annual report on Form 20-F containing detailed financial and non-financial disclosure.
  

Under Nasdaq listing standards, a foreign private issuer must:

 

•  submit on Form 6-K an interim balance sheet and income statement as of the end of its second quarter, within six months of the end of the second quarter.

 

•  make available to Shareholders an annual report containing the company’s financial statements within a reasonable period of time following the filing of the annual report with the SEC.

 

However, a foreign private issuer may follow its home country practice in lieu of certain requirements related to financial reporting under Nasdaq listing standards.

 

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Requirements under the ASX Listing Rules /
Corporations Act

  

Requirement under Nasdaq listing
standards / Certain U.S. federal securities laws

Issues of new shares

Subject to specific exceptions, the ASX Listing Rules apply to restrict a listed company from issuing, or agreeing to issue, more equity securities (including shares and options) in a 12 month period without the approval of shareholders, than the number calculated as follows:

 

15% of the total of:

 

•  the number of fully paid ordinary shares on issue 12 months before the date of the issue or agreement; plus

 

•  the number of fully paid ordinary shares issued in the 12 months under a specified exception; plus

 

•  the number of partly paid ordinary shares share that became fully paid in the 12 months; plus

 

•  the number of fully paid ordinary shares issued in the 12 months with shareholder approval; less

 

•  the number of fully paid ordinary shares cancelled in the 12 months; less

 

•  the number of equity securities issued or agreed to be issued in the 12 months before the date of issue or agreement to issue but not under a specified exception or with shareholder approval.

 

Subject to certain exceptions, the ASX Listing Rules require the approval of shareholders by ordinary resolution in order for a listed entity to issue shares or options to directors.

  

Under Nasdaq listing standards, a company must notify Nasdaq when listing additional shares. Such notification shall happen at least 15 calendar days prior to:

 

•  establishing or materially amending a stock option plan, purchase plan or other equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants without shareholder approval (with some timing exceptions for certain equity grants to induce employment subject exception); or

 

•  issuing securities that may potentially result in a change of control of the company; or

 

•  issuing any common stock or security convertible into common stock in connection with the acquisition of the stock or assets of another company, if any officer or director or Substantial Shareholder of the company has a 5% or greater interest (or if such persons collectively have a 10% or greater interest) in the company to be acquired or in the consideration to be paid; or

 

•  issuing any common stock, or any security convertible into common stock in a transaction that may result in the potential issuance of common stock (or securities convertible into common stock) greater than 10% of the either the total shares outstanding or the voting power outstanding on a pre-transaction basis.

  Additionally, under Nasdaq listing standards, a company cannot create a new class of security that votes at a higher rate than an existing class of securities or take any other action that has the effect of restricting or reducing the voting rights of an existing class of securities.

Remuneration of directors and officers

Under the ASX Listing Rules, the maximum amount to be paid to directors for their services as a director (other than the salary of an executive director) is not to exceed the amount approved by shareholders in a general meeting.  Nasdaq listing standards require a Nasdaq-listed company to publicly disclose the material terms of agreements between directors or director nominees and any third-party relating to compensation in connection with their service as a director. A foreign

 

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Requirements under the ASX Listing Rules /
Corporations Act

  

Requirement under Nasdaq listing
standards / Certain U.S. federal securities laws

 

The company’s annual report includes a remuneration report within the directors’ report. This remuneration report is required to include a discussion of the company directors’ policy in relation to remuneration of key management personnel of the company.

 

Under the Corporations Act, a listed company must put its remuneration report to a shareholder vote at its annual general meeting. If in two consecutive annual general meetings, 25% or more of the votes cast on the resolution vote against adopting the remuneration report, a ‘spill resolution’ must then be put to shareholders. A spill resolution is a resolution that a spill meeting be held and all directors (other than a managing director who is exempt from the retirement by rotation requirements) cease to hold office immediately before the end of the spill meeting. If the spill resolution is approved by the majority of votes cast on the resolution, a spill meeting will be held within 90 days at which directors wishing to remain directors must stand for re-election.

  

private issuer, however, may follow home country practice in lieu of certain requirements related to director compensation, but must (a) disclose to the SEC in its annual reports each requirement it does not follow and describe the home country practice followed, and (b) submit to Nasdaq a written statement from an independent counsel in the home country certifying that the company’s practices are not prohibited by the home country’s laws.

 

Under Regulation S-K, foreign private issuers must report certain information with respect to executive and director compensation and benefits, as well as information related to director and executive share ownership.

 

Generally, the size and net worth of the company are taken into consideration when determining director and officer compensation. In the U.S., most public companies utilize a consultant to provide peer benchmarking for reasonable compensation metrics.

Termination benefits

Under the ASX Listing Rules, a listed entity must ensure that no director or other officer will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all officers together exceed 5% of the equity interests of the entity as set out in its latest financial statements given to the ASX. The 5% limit may, however, be exceeded with shareholder approval.  

Termination benefits are not governed by Nasdaq listing standards.

 

Under the Sarbanes-Oxley Act of 2002, the Chief Executive Officer and Chief Financial Officer of a U.S. publicly listed company must forfeit previously paid bonuses if the company is required to prepare an accounting restatement due to material non-compliance of the company.

Transactions involving related parties

Related party financial benefits

 

The Corporations Act prohibits a public company from giving a related party a financial benefit unless:

 

•  it obtains the approval of shareholders and gives the benefit within 15 months after receipt of such approval; or

 

•  the financial benefit is exempt.

 

A related party is defined by the Corporations Act to include any entity which controls the public company, directors of the public company, directors of any entity which controls the public company and, in each case, spouses and certain relatives of such persons.

 

Exempt financial benefits include indemnities, insurance premiums and payments for legal costs which are not

  

Related party financial benefits

 

Under Nasdaq listing standards, each company shall conduct an appropriate review and oversight of all related party transactions for potential conflicts of interest on an ongoing basis by the Audit Committee or another independent body of the Board.

 

For non-U.S. issuers, the term “Related Party Transaction” refers to transactions that must be disclosed pursuant to Form 20-F, which requires the company to provide certain information (nature and extent of any transactions or presently proposed which are material to the company or related party, or that are unusual; and amount of loans and guarantees made by the company to or for the benefit of a related party) with respect to transactions or loans between the company and

 

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Requirements under the ASX Listing Rules /
Corporations Act

  

Requirement under Nasdaq listing
standards / Certain U.S. federal securities laws

otherwise prohibited by the Corporations Act and benefit given on arm’s length terms.

 

Acquisition and disposal of a substantial asset to a related party

 

The ASX Listing Rules prohibit a listed entity from acquiring a substantial asset (an asset the value or consideration for which is 5% or more of the entity’s equity interests) from, or disposing of a substantial asset to, certain related parties of the entity, unless it obtains the approval of shareholders. The related parties include directors, persons who have or have had (in aggregate with any of their associates) in the prior six month period an interest in 10% or more of the shares in the company and, in each case, any of their associates. The provisions apply even where the transaction may be on arm’s length terms.

 

Issue of shares to directors

 

The ASX Listing Rules also prohibit a listed entity from issuing or agreeing to issue shares to a director unless it obtains the approval of shareholders or the share issue is exempt. Exempt share issues include issues made pro rata to all shareholders, under an underwriting agreement in relation to a pro rata issue, under certain dividend or distribution plans or under an approved employee incentive plan.

  

 

•  enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the company;

 

•  associates;

 

•  individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, and close members of any such individual’s family;

 

•  key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the company, including directors and senior management of companies and close members of such individuals’ families; and

 

•  enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the company and enterprises that have a member of key management in common with the company. Close members of an individual’s family are those that may be expected to influence, or be influenced by, that person in their dealings with the company.

  

An associate is an unconsolidated enterprise in which the company has a significant influence or which has significant influence over the company. Significant influence over an enterprise is the power to participate in the financial and operating policy decisions of the enterprise but is less than control over those policies. Shareholders beneficially owning a 10% interest in the voting power of the company are presumed to have a significant influence on the company.

 

A foreign private issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below.

 

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Requirements under the ASX Listing Rules /
Corporations Act

  

Requirement under Nasdaq listing
standards / Certain U.S. federal securities laws

Significant transactions

Under the ASX Listing Rules, where a company proposes a significant change to the nature or scale of its activities or floats significant assets, it must provide full details to the ASX as soon as practicable. It must do so in any event before making the change. If the significant change involves the entity disposing of its main undertaking, the entity must get the approval of all holders of its ordinary shares and comply with any requirements of the ASX in relation to the notice of meeting, which must include a voting exclusion statement. Any agreement to dispose of its main undertaking must be conditional on the entity getting approval. A company must not dispose of a major asset without offer or approval for no offer.  

Under Nasdaq listing standards , shareholder approval is prior to an issuance of securities in connection with:

 

•  the acquisition of the stock or assets of another company;

 

•  equity-based compensation of officers, directors, employees or consultants;

 

•  a change of control; and

 

•  transactions other than public offerings.

 

A foreign private issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below.

Nomination and rotation of directors

Nomination

 

Under the ASX Listing Rules, a listed company must accept nominations for the election of directors up to 35 business days (or 30 business days in the case of a meeting requested by shareholders) before the date of a general meeting at which the directors may be elected, unless the company’s constitution provides otherwise.

 

Rotation

 

The ASX Listing Rules require that:

 

•  a director, other than the managing director and directors appointed to fill casual vacancies or as additions to the board, must not hold office past the third annual general meeting following the director’s appointment or three years, whichever is longer, without submitting himself or herself for re-elections; and

 

•  directors appointed to fill casual vacancies or as additions to the board do not hold office (without re-election) past the next annual general meeting.

  

Nomination

 

Under Nasdaq listing standards , Director nominees must either be selected or recommended for the Board’s selection, either by:

 

•  Independent Directors constituting a majority of the Board’s Independent Directors in a vote in which only Independent Directors participate, or

 

•  A nomination committee comprised solely of Independent Directors.

 

Each company must certify it has adopted a formal written charter or board resolution addressing the nominations process.

 

Rotation

 

There is no formal rotation or term limit requirement under Nasdaq listing standards, although the company can institute term limits in its corporate governance policies.

 

Directors are subject to re-election every year at the annual meeting of shareholders, unless a classified board is put in place.

 

A foreign private issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below.

 

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Requirements under the ASX Listing Rules /
Corporations Act

  

Requirement under Nasdaq listing
standards / Certain U.S. federal securities laws

Corporate governance

The ASX Corporate Governance Council has published the ASX Corporate Governance Principles and Recommendations (the Recommendations), which sets out eight central principles which are intended to assist companies to achieve good governance outcomes and meet the reasonable expectations of most investors.

 

Listed companies are required to provide a statement in their annual report to shareholders disclosing the extent to which they have followed the Recommendations in the reporting period and where they have not followed all the Recommendations, identify the Recommendations that have not been followed and the reasons for not following them. It is not mandatory to follow the Recommendations.

 

The eight central principles are:

 

•  lay solid foundations for management and oversight;

 

•  structure the board to be effective and add value;

 

•  instill a culture of acting lawfully, ethically and responsibly;

 

•  safeguard the integrity of corporate reports;

 

•  make timely and balanced disclosure;

 

•  respect the rights of security holders;

 

•  recognize and manage risk; and

 

•  remunerate fairly and responsibly.

  

Under Nasdaq listing standards Rule 5600 Series, Nasdaq has established Corporate Governance Requirements for all listed Companies. Companies are required to follow the published requirements, unless an applicable exemption exists. One such exemption allows a foreign private issuer to follow its home country practice in lieu of the requirements of the Rule 5600 Series, except that it must comply with:

 

•  Notification of Noncompliance requirement (Rule 5625);

 

•  Voting Rights requirement (Rule 5640);

 

•  The Diverse Board Representation Rule (Rule 5605(f));

 

•  The Board Diversity Disclosure Rule (Rule 5606);

 

•  Having an audit committee that satisfies Rule 5605(c)(3) and ensure that members meet the independence requirement of Rule 5605(c)(2)(A)(ii).

 

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DESCRIPTION OF SECURITIES

The following description of the material terms of our securities includes a summary of the specified terms of the constitution, the A&R Warrant Agreement and of applicable Australian law. The following description is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. This description does not cover any temporary COVID-19 related matters under applicable law. Unless stated otherwise, this description does not address any (proposed) provisions of Australian law that have not become effective as per the date of this prospectus. The description is qualified in its entirety by reference to the complete text of the constitution, which is attached as Exhibit 3.1 to this prospectus, or the A&R Warrant Agreement, which is attached as Exhibit 4.3 to this prospectus. We urge you to read the full text of the constitution and the A&R Warrant Agreement.

Share Capital

Our issued capital consists of 135,380,695 Ordinary Shares issued and 21,783,334 Warrants issued as of February 7, 2022.

Our board of directors may determine the issue prices and terms for such shares or other securities, and may further determine any other provision relating to such issue of shares or securities. We may also issue and redeem redeemable securities on such terms and in such manner as our board of directors shall determine.

Our Ordinary Shares are not redeemable and do not have any preemptive rights.

Meetings of Shareholders and Voting Rights

Under Australian law, we are required to hold an annual general meeting at least once every calendar year and within five months after the end of its financial year. All meetings, other than the annual general meeting of shareholders, are referred to in the constitution as “general meetings.” Our board of directors may call general meetings of our shareholders whenever it sees fit, at such time and place, as it may determine. In addition, our board of directors is obliged to call a general meeting, if requested to do so, by our shareholders with at least 5% of votes that may be cast at the general meeting.

At a general meeting of our company, every shareholder of our company present in person or by proxy, attorney or representative, has one vote on a show of hands and, on a poll, one vote for each Ordinary Share held. On a poll, every shareholder of our company (or his or her proxy, attorney or representative) is entitled to one vote for each fully paid Ordinary Share held and, in respect of each partly paid Ordinary Share, is entitled to a fraction of a vote equivalent to the proportion in which the amount paid up (not credited) on that partly paid Ordinary Share bears to the total amounts paid and payable (excluding amounts credited) on that Ordinary Share. The chairperson has a casting vote.

Dividends

Subject to the Corporations Act, the constitution and any special terms and conditions of issue, our board of directors may, from time to time, resolve to pay a dividend or declare any interim, special or final dividend as, in their judgement, the financial position of our company justifies.

Our board of directors may fix the amount, time and method of payment of the dividends. The payment, resolution to pay, or declaration of a dividend does not require any confirmation by a general meeting.

The constitution contains a provision allowing our board of directors, on the terms and conditions they think fit, to establish, amend, suspend or terminate a dividend reinvestment plan (under which the whole or any part of any dividend or interest due to members may be applied in subscribing for Ordinary Shares).

 

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Notices

Every shareholder of our company is entitled to receive notice of and, except in certain circumstances, attend and vote at our general meetings and to receive all notices, accounts and other documents required to be sent to our shareholders under the constitution, the Corporations Act and the Listing Rules. Under the Corporations Act, at least 21 days’ notice of meeting must be given to our shareholders. While we are listed on Nasdaq, notice must be given within any time limits prescribed by the Listing Rules.

Transfer of Our Ordinary Shares

Subject to the constitution and to any restrictions attached to any Ordinary Share or classes of shares, our Ordinary Shares may be transferred by DTC transfer or by written transfer in any usual form or in any form approved by our board of directors and permitted by the Corporations Act. Our board of directors may, in circumstances permitted by the constitution or the Listing Rules, decline to register a transfer of Ordinary Shares. If our board of directors decline to register a transfer, we must give the party lodging the transfer written notice of the refusal and the reason for refusal.

Issue of Our Ordinary Shares

Subject to the constitution and the Corporations Act and any special rights conferred on the holders of any shares or class of shares, our board of directors may issue shares, reclassify or convert shares, cancel or otherwise dispose of shares, or grant options over unissued shares to any person and they may do so at such times and on the conditions they think fit. The shares may be issued with preferred, deferred or special rights, or special restrictions about dividends, voting, return of capital, participation in the property of our company on a winding up or otherwise as our board of directors see fit.

Issue of Preference Shares

We may issue preference shares, including preference shares which are, or at the option of us or a holder are, liable to be redeemed or converted into Ordinary Shares. The rights attaching to preference shares are those set out in the constitution.

Winding Up

If we are wound up, then subject to the constitution and to the rights or restrictions attached to a class of shares, any surplus assets must be divided among our shareholders in proportion to the shares held by them (irrespective of the amounts paid or credited as paid on the shares), less any amounts which remain unpaid on these shares at the time of distribution.

Variation of Class Rights

Subject to the Corporations Act and the terms of issue of a class of shares, wherever the capital of our company is divided into different classes of shares, the rights attached to any class of shares may be varied with:

 

  

the written consent of the holders of at least three quarters of the issued shares in the particular class; or

 

  

the sanction of a special resolution passed at a separate meeting of the holders of shares in that class.

Our Board of Directors—Appointment and Retirement

Under the constitution, the number of our board of directors shall be a minimum of three directors and a maximum of 12 directors or such lower number as we resolve to authorize at a general meeting. Our directors are elected or re-elected by resolution by our shareholders at our general meetings.

 

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Our board of directors may also appoint a director to fill a casual vacancy on our board or in addition to the existing directors, who will then hold office until our next annual general meeting and is then eligible for election at that meeting.

No director of our company may hold office without re-election for more than three years or past the third annual general meeting following the meeting at which the director was last elected or re-elected (whichever is later).

Our Directors—Voting

Questions arising at a meeting of our board of directors will be decided by a majority of votes of the directors present at the meeting and entitled to vote on the matter. In the case of an equality of votes on a resolution, the Chair of the meeting has a second or casting vote.

A written resolution of our board of directors may be passed without holding a meeting, if all of our directors sign or assent to the resolution (other than our directors permitted not to vote on the resolution in accordance with the terms of the constitution).

Powers and Duties of Our Directors

Our board of directors are responsible for managing our business and may exercise all the powers of us, which are not required by law or by the constitution, to be exercised by us in general meeting.

Indemnification of Directors and Officers

We, to the extent permitted by law, must indemnify each person who is a current or former director of our company, officer or secretary of our company, and such other officers or former officers of our company as our directors in each case determine, against any losses or liability incurred by that person as an officer of our company.

We, to the extent permitted by law, may enter into and pay premiums on a contract insuring any person who is a current or former director of our company, officer or secretary of our company, and such other officers or former officers of our company as our directors in each case determine, against any liability incurred by the person as an officer or auditor of our company.

Amendment

The constitution may only be amended in accordance with the Corporations Act, which requires a special resolution passed by at least 75% of our shareholders present (in person or by proxy, attorney or representative) and entitled to vote on the resolution at a general meeting of our company. Under the Corporations Act, we must give at least 21 days’ written notice of our intention to propose a resolution as a special resolution. While we are listed on Nasdaq, notice must be given within any time limits prescribed by the Listing Rules.

Takeover Provisions

The takeover provisions in Chapter 6 of the Corporations Act restrict acquisitions of shares in listed companies, and unlisted companies with more than 50 members, if the acquirer’s (or another party’s) a relevant interest in voting shares would increase to above 20%, or would increase from a starting point that is above 20% and below 90%, unless certain exceptions apply.

 

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Certain Disclosure Obligations

We are subject to continuous disclosure obligations under the Corporations Act. This requires us to disclose to the Australian Securities and Investments Commission (“ASIC”) information not generally available that a reasonable person would expect to have a material effect on the price or value of its securities. We take all actions necessary to comply with our continuous disclosure obligations under the Corporations Act.

Reporting Under Australian Law

We are subject to financial reporting obligations under the Corporations Act. This requires us to prepare, audit and lodge with ASIC half-year and annual reports.

Periodic Reporting Under U.S. Securities Law

We are a “foreign private issuer” under the securities laws of the United States and the Listing Rules. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. registrants. We take all actions necessary to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and Nasdaq listing standards. Subject to certain exceptions, the Listing Rules permit a “foreign private issuer” to comply with its home country rules in lieu of the listing requirements of Nasdaq.

Additionally, because we qualify as a “foreign private issuer” under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K.

Listing of Our Securities

Our Ordinary Shares and Warrants are listed under the ticker symbols “DCFC” and “DCFCW,” respectively.

Certain Insider Trading and Market Manipulation Laws

Australian and U.S. law each contain rules intended to prevent insider trading and market manipulation. The following is a general description of those laws as such laws exist as of the date of this document, and should not be viewed as legal advice for specific circumstances.

We have adopted an insider trading policy. This policy provides, among other things, rules on transactions by members of our board of directors and our employees in our Ordinary Shares or in financial instruments, the value of which is determined by the value of the shares.

United States

The United States securities laws generally prohibits any person from trading in a security while in possession of material, non-public information or assisting someone who is engaged in doing the same. The

 

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insider trading laws cover not only those who trade based on material, non-public information, but also those who disclose material nonpublic information to others who might trade on the basis of that information (known as “tipping”). A “security” includes not just equity securities, but any security (e.g., derivatives). Thus, our board of directors, officers and other employees may not purchase or sell shares or other securities of our company when he or she is in possession of material, non-public information about our company (including our business, prospects or financial condition), nor may they tip any other person by disclosing material, non-public information about our company.

Australia

The Australian securities laws generally prohibits any person from trading in a financial product while in possession of information which is not generally available and, if it were, would be likely to have a material effect on the price or value of the financial product. The insider trading laws cover not only those who trade based on material, non-public information, but also those who directly or indirectly communicate material non-public information to someone who they think might trade, enter into agreements to trade or get another person to trade. A “financial product” includes not only equity securities, but any financial product (e.g., derivatives, debentures). Thus, our board of directors, officers and other employees may not purchase or sell shares or other securities of our company when he or she is in possession of material, non-public information about our company (including our business, prospects or financial condition), nor may they tip any other person by disclosing material, non-public information about our company.

Rule 144

All our Ordinary Shares and Warrants received by DCRN stockholders and Tritium Holdings shareholders in the Business Combination are freely tradable, except that our Ordinary Shares and Warrants received in the Business Combination by persons who become affiliates of our company 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 our company generally include individuals or entities that control, are controlled by or are under common control with, us and may include the directors and executive officers of our company as well as our principal shareholders.

Registration Rights

Pursuant to the A&R Registration Rights Agreement, we have agreed with certain Selling Securityholders to use our commercially reasonable efforts to keep the registration statement of which this prospectus constitutes a part effective until such time as the securities of such Selling Securityholders covered by this prospectus no longer constitute “Registrable Securities” under and as defined in the A&R Registration Rights Agreement. In certain circumstances, the holders can demand our assistance with underwritten offerings and block trades. The holders will be entitled to customary piggyback registration rights.

Our Warrants

In connection with the Business Combination, we assumed DCRN’s warrant agreement and entered into the A&R Warrant Agreement. Each DCRN warrant then-outstanding and unexercised automatically converted into a Warrant. Each Warrant is subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, (A) each Warrant is exercisable solely for our Ordinary Shares; (B) the number of our Ordinary Shares, subject to each Warrant, is 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 our Ordinary Shares issuable upon exercise of such Warrant is equal to the per share exercise price for the shares of DCRN Class A Common Stock subject to the applicable DCRN warrant.

 

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On the Closing Date, we notified Computershare Inc. and Computershare Trust Company, N.A., in their joint capacity as warrant agent for our Warrants, of the following adjustment, in accordance with the terms of the A&R Warrant Agreement:

 

  

the adjustment to the warrant price of our Warrants from $11.50 per Ordinary Share to $6.90 per Ordinary Share (representing 115% of the exercise price);

 

  

the adjustment of the $18.00 per share redemption trigger price described under the A&R Warrant Agreement to $10.80 per ordinary Share (representing 180% of the exercise price); and

 

  

the adjustment of the redemption trigger price described under the A&R Warrant Agreement from $10.00 to $6.00.

The terms of the A&R Warrant Agreement are described below.

Public Warrants

Each whole Warrant entitles the registered holder to purchase one Ordinary Share at a price of $6.90 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the DCRN IPO or 30 days after the completion of the Business Combination. Pursuant to the A&R Warrant Agreement, a holder of Warrants may exercise its warrants only for a whole number of Ordinary Shares. This means that only a whole Warrant may be exercised at any given time by a holder of Warrants. The Warrants will expire five years after the completion of the Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We are not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to us satisfying our obligations described below with respect to registration. No Warrant will be exercisable and we will not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the Ordinary Share underlying such unit.

We have agreed that as soon as practicable, but in no event later than 30 days after the consummation of the Business Combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the A&R Warrant Agreement. Notwithstanding the above, if the Ordinary Shares at the time of any exercise of a Warrant are not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 

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Redemption of Warrants for Cash When the Price Per Share of Ordinary Shares Equals or Exceeds $10.80

Once the Warrants become exercisable, we may redeem the outstanding Warrants for cash (except as described below with respect to the Private Placement Warrants):

 

  

in whole and not in part;

 

  

at a price of $0.01 per Warrant;

 

  

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and

 

  

if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $10.80 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 three business days before we send the notice of redemption to the Warrant holders (which we refer to as the “market value”).

We will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the Ordinary Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Ordinary Shares is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless basis” and would require the exercising Warrant holder to pay the exercise price for each Warrant being exercised. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the Ordinary Shares may fall below the $10.80 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $6.90 (for whole shares) Warrant exercise price after the redemption notice is issued.

Redemption of Warrants for Cash When the Price Per Share of Ordinary Shares Equals or Exceeds $6.00

Once the Warrants become exercisable, we may redeem the outstanding Warrants for cash (except as described below with respect to the Private Placement Warrants):

 

  

in whole and not in part;

 

  

at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants prior to redemption and receive that number of Ordinary Shares determined by reference to the table below, based on the redemption date and the “fair market value” of Ordinary Shares, except as otherwise described below;

 

  

upon a minimum of 30 days’ prior written notice;

 

  

if, and only if, the last sale price of Ordinary Shares equals or exceeds $6.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the Warrant holders; and

 

  

if the last sale price of Ordinary Shares on the trading day prior to the date on which we send the notice of redemption to the Warrant holders is less than $10.80 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

 

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Beginning on the date the notice of redemption is given until the Warrants are redeemed or exercised, Warrant holders may elect to exercise their Warrants on a cashless basis. The numbers in the table below represent the number of shares of Ordinary Shares that a Warrant holder will receive upon a cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of Ordinary Shares on the corresponding redemption date (assuming Warrant holders elect to exercise their Warrants and such Warrants are not redeemed for $0.10 per Warrant), and the number of months that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below.

 

   Fair Market Value of Ordinary Shares 

Redemption Date (period to
expiration of Warrants)

  <6.00   6.60   7.20   7.80   8.40   9.00   9.60   10.20   >10.80 

60 months

   0.261    0.281    0.297    0.311    0.324    0.337    0.348    0.358    0.361 

57 months

   0.257    0.277    0.294    0.310    0.324    0.337    0.348    0.358    0.361 

54 months

   0.252    0.272    0.291    0.307    0.322    0.335    0.347    0.357    0.361 

51 months

   0.246    0.268    0.287    0.304    0.320    0.333    0.346    0.357    0.361 

48 months

   0.241    0.263    0.283    0.301    0.317    0.332    0.344    0.356    0.361 

45 months

   0.235    0.258    0.279    0.298    0.315    0.330    0.343    0.356    0.361 

42 months

   0.228    0.252    0.274    0.294    0.312    0.328    0.342    0.355    0.361 

39 months

   0.221    0.246    0.269    0.290    0.309    0.325    0.340    0.354    0.361 

36 months

   0.213    0.239    0.263    0.285    0.305    0.323    0.339    0.353    0.361 

33 months

   0.205    0.232    0.257    0.280    0.301    0.320    0.337    0.352    0.361 

30 months

   0.196    0.224    0.250    0.274    0.297    0.316    0.335    0.351    0.361 

27 months

   0.185    0.214    0.242    0.268    0.291    0.313    0.332    0.350    0.361 

24 months

   0.173    0.204    0.233    0.260    0.285    0.308    0.329    0.348    0.361 

21 months

   0.161    0.193    0.223    0.252    0.279    0.304    0.326    0.347    0.361 

18 months

   0.146    0.179    0.211    0.242    0.271    0.298    0.322    0.345    0.361 

15 months

   0.130    0.164    0.197    0.230    0.262    0.291    0.317    0.342    0.361 

12 months

   0.111    0.146    0.181    0.216    0.250    0.282    0.312    0.339    0.361 

9 months

   0.090    0.125    0.162    0.199    0.237    0.272    0.305    0.336    0.361 

6 months

   0.065    0.099    0.137    0.178    0.219    0.259    0.296    0.331    0.361 

3 months

   0.034    0.065    0.104    0.150    0.197    0.243    0.286    0.326    0.361 

0 months

   —      —      0.042    0.115    0.179    0.233    0.281    0.323    0.361 

The “fair market value” of Ordinary Shares shall mean the average reported last sale price of Ordinary Shares for the 10 trading days immediately following the date on which the notice of redemption is sent to Warrant holders. We will provide Warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends.

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365-day year. For example, if the average reported last sale price of Ordinary Shares for the 10 trading days immediately following the date on which the notice of redemption is sent to Warrant holders is $6.60 per share, and at such time there are 57 months until the expiration of the Warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Ordinary Shares for each whole Warrant. For example, where the exact fair market value and redemption date are not as set forth in the table above, if the average reported last sale price of Ordinary Shares for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to Warrant holders is $8.10 per share, and at such time there are 38 months until the expiration of the Warrants, holders may choose to, in connection with this redemption feature, exercise their Warrants for 0.298 Ordinary Shares for each whole Warrant. In no event will the Warrants be exercisable in connection with this redemption

 

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feature for more than 0.361 Ordinary Shares per whole Warrant (subject to adjustment). Finally, as reflected in the table above, if the Warrants are “out of the money” (i.e. the trading price of Ordinary Shares is below the exercise price of the warrants) and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Ordinary Shares.

This redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the ordinary shares exceeds $10.80 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding Warrants to be redeemed when the Ordinary Shares are trading at or above $6.00 per share, which may be at a time when the trading price of Ordinary Shares is below the exercise price of the Warrants. We have established this redemption feature to provide the Warrants with an additional liquidity feature, which provides us with the flexibility to redeem the Warrants without the Warrants having to reach the $10.80 per share threshold. Holders choosing to exercise their Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of Ordinary Shares for their Warrants, based on the “redemption price” as determined pursuant to the above table. We have calculated the “redemption prices” as set forth in the table above to reflect a Black-Scholes option pricing model with a fixed volatility input as of February 3, 2021. This redemption right provides us an additional mechanism by which to redeem all of the outstanding Warrants and therefore have certainty as to our capital structure as the Warrants would no longer be outstanding and would have been exercised or redeemed, and we will effectively be required to pay the redemption price to Warrant holders if we choose to exercise this redemption right, it will allow us to quickly proceed with a redemption of the Warrants if we determine it is in our best interest to do so. As such, we would redeem the Warrants in this manner when we believe it is in our best interest to update our capital structure to remove the Warrants and pay the redemption price to the Warrant holders.

As stated above, we can redeem the Warrants when the Ordinary Shares are trading at a price starting at $6.00, which is below the exercise price of $6.90, because it will provide certainty with respect to our capital structure and cash position while providing Warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of Ordinary Shares. If we choose to redeem the Warrants when the Ordinary Shares are trading at a price below the exercise price of the Warrants, this could result in the Warrant holders receiving fewer shares of Ordinary Shares than they would have received if they had chosen to wait to exercise their Warrants for Ordinary Shares if and when such Ordinary Shares were trading at a price higher than the exercise price of $6.90. No fractional Ordinary Shares will be issued upon exercise. If, upon exercise, a Warrant holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Ordinary Shares to be issued to the holder.

Redemption Procedures

A Warrant holder may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the Ordinary Shares outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments

The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to the following three paragraphs. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of Ordinary Shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of Ordinary Shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above

 

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shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.

If the number of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the fair market value will be deemed a stock dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of our capital stock into which the Warrants are convertible), other than (a) as described above or (b) certain ordinary cash dividends, then the Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Ordinary Share in respect of such event.

If the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant will be decreased in proportion to such decrease in outstanding Ordinary Shares.

Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as described above, the Warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Ordinary Shares so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than those described above or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the Warrant holders will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such holder had exercised their Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Ordinary Shares in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,

 

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or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the Warrant exercise price will be reduced as specified in the A&R Warrant Agreement based on the Black-Scholes value (as defined in the A&R Warrant Agreement) of the Warrant.

The Warrants have been issued in registered form under the A&R Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The A&R Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any Warrant 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 Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. If an amendment adversely affects the Private Placement Warrants in a different manner than the Public Warrants or vice versa, then approval of holders of at least 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes, will be required.

The Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Warrants being exercised. The Warrant holders do not have the rights or privileges of holders of Ordinary Shares or any voting rights until they exercise their Warrants and receive Ordinary Shares. After the issuance of Ordinary Shares upon exercise of the Warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.

Private Placement Warrants

The Private Placement Warrants (including the Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the consummation of the Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with DCRN Sponsor), and they will not be redeemable (except as described above under “—Redemption of Warrants for Cash When the Price Per Share of Ordinary Shares Equals or Exceeds $6.00”) so long as they are held by the initial purchasers of the Private Placement Warrants or their or its permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants in exchange for a number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of (A) the number of Ordinary Shares underlying the warrants and (B) the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) such fair market value. The “fair market value” shall mean the average reported last sale price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

 

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Transfer Agent and Warrant Agent

The transfer agent for our Ordinary Shares in the United States is Computershare Trust Company, N.A. Each person investing in our Ordinary Shares held through The Depository Trust Company must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights as a shareholder of our company.

For as long as any of our Ordinary Shares are listed on Nasdaq or on any other stock exchange operating in the United States, the laws of the State of New York shall apply to the property law aspects of our Ordinary Shares reflected in the register administered by our transfer agent.

We have listed the Ordinary Shares in registered form and such Ordinary Shares, through the transfer agent, have not been certificated. We have appointed Computershare Trust Company, N.A. as our agent in New York to maintain the shareholders’ register of our company on behalf of our board of directors and to act as transfer agent and registrar for our Ordinary Shares. The Ordinary Shares are traded on Nasdaq in book-entry form.

The warrant agent for our Warrants is Computershare Trust Company, N.A.

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Business Combination and Merger

On May 25, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“DCRN”), Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (including its subsidiaries, “Tritium Holdings”) and Hulk Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, we acquired all of the issued equity interests in Tritium Holdings and DCRN merged with and into Merger Sub, in each case, on the terms and subject to the conditions set forth therein (the “Business Combination”).

On January 13, 2022 (the “Closing Date”), we consummated the Business Combination through the following transactions:

 

  

pursuant to the share transfer agreement we entered into with DCRN, Tritium Holdings and all then-existing Tritium Holdings shareholders, the holders of ordinary shares in Tritium (“Tritium Shares”) transferred their Tritium Shares to our company in exchange for an aggregate of 120,000,000 Ordinary Shares and we became the ultimate parent company of Tritium Holdings and any subsidiaries of Tritium Holdings;

 

  

Merger Sub merged with and into DCRN (the “Merger”), with DCRN surviving as our wholly owned subsidiary, as a result of which each share of Class A common stock of DCRN (other than those shares redeemed) (the “DCRN Class A Common Stock”) were exchanged for one Ordinary Share and each DCRN warrant (“DCRN Warrant”) to acquire one share of common stock of DCRN was automatically converted into a Warrant to acquire one Ordinary Share and thereupon were assumed by us pursuant to the (i) Warrant Assignment and Assumption Agreement we entered into with DCRN, Continental Stock Transfer & Trust Company, Computershare Inc. and Computershare Trust Company, N.A. on the Closing Date (the “Warrant Assignment and Assumption Agreement”) and (ii) Amended and Restated Warrant Agreement we entered into with Computershare Inc. and Computershare Trust Company, N.A on the Closing Date, as adjusted in accordance with the terms of the agreement (the “A&R Warrant Agreement”); and

 

  

at the effective time of the Merger, each share of Class B common stock of DCRN (“DCRN Class B Common Stock”) was cancelled and converted into DCRN Class A Common Stock in accordance with DCRN’s amended and restated certificate of incorporation and, accordingly, were exchanged for Ordinary Shares pursuant to the Merger.

Option Agreements

On the Closing Date, we entered into separate option agreements (each, an “Option Agreement”) with each of (i) St Baker Energy Holdings Pty Ltd, (ii) Varley Holdings Pty Ltd, (iii) Ilwella Pty Ltd and (iv) Decarbonization Plus Acquisition Sponsor II LLC (each a “Holder”), pursuant to which we granted to the Holders the contingent right to subscribe for and purchase, and the Holders committed to subscribe for and purchase, an aggregate of up to 7,500,000 Ordinary Shares (the “Option Shares”), for an exercise price of $6.00 per share (the “Option Exercise Price”) and an aggregate purchase price of up to $45.0 million.

On January 27, 2022, we provided notice to the Holders that we elected to exercise our rights under the Option Agreements to issue an aggregate of 7,500,000 Ordinary Shares to the Holders in the amounts set forth in the table below. We expect to receive gross proceeds of approximately $45.0 million from the issuance and expect settlement to occur on or about, or prior to, March 17, 2022. The Option Shares that will be issued pursuant to the Option Agreements will not initially be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Each of the Holders is a major shareholder in the

 

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Company. Additionally, Mr. St Baker, an affiliate of St Baker Energy Holdings Pty Ltd, and Mr. Tichio, an affiliate of Decarbonization Plus Acquisition Sponsor II LLC, are non-executive directors of the Company.

 

Holder

  Option Shares 

Decarbonization Plus Acquisition Sponsor II LLC

   3,333,333 

St Baker Energy Holdings Pty Ltd

   2,500,834 

Varley Holdings Pty Ltd

   895,333 

Ilwella Pty Ltd

   770,500 

Total

   7,500,000 

Transactions with Gilbarco

For the years ended June 30, 2021 and 2020, we were engaged in certain commercial transactions with Gilbarco, a subsidiary of Vontier Corporation. Vontier Corporation is our shareholder. For the years ended June 30, 2021 and 2020, (i) purchases from Gilbarco amounted to $0.3 million and $0, respectively, (ii) product revenue to Gilbarco amounted to $19.1 million and $6.4 million, respectively, (iii) payables to Gilbarco amounted to $0.1 million and $0, respectively, and (iv) receivables from Gilbarco amounted to $2.5 million and $3.5 million, respectively.

Vontier, an affiliate of Gilbarco, previously had rights to purchase Tritium Holdings that would expire within 90 days of receiving notice from Tritium Holdings of a determined valuation of Tritium Holdings, pursuant to a valuation process conducted after the IFRS fiscal year 2021 statutory accounts had been finalized. On August 1, 2021, Vontier agreed to waive their rights to acquire Tritium Holdings, pursuant to the release deed we entered into with DCRN, Tritium Holdings and Vontier on August 1, 2021.

Tritium Holdings also had an exclusivity agreement with Gilbarco, which provided exclusive distribution rights to Gilbarco to sell our products into the fuel retail channel, with the exception of CPOs. This agreement expired on August 29, 2021. The receivables due at the end of the period are payable within 60 days and are normal trade receivables.

Additionally, in October 2021, Tritium Holdings entered into a verbal arrangement with Gilbarco to provide a 1.5% early payment discount on invoices that Gilbarco pays in full at least 30 days in advance of the agreed due date.

Transactions with Fast Cities

We have sold products to Fast Cities Australia Pty Ltd (“Fast Cities”) during the year ended June 30, 2021 at normal trading terms. The receivables due at the end of the period are payable within 30 days and are normal trade receivables. Trevor St Baker, a non-executive director of our company, is also a director of Fast Cities. Additionally, Mr. St Baker is a beneficiary of the St Baker Energy Innovation Trust, which owns 100% of the shares of Fast Cities. For the years ended June 30, 2021 and 2020, (i) hardware revenue to Fast Cities amounted to $2.1 million and $1.0 million, respectively, and (ii) receivables from Fast Cities amounted to $0.5 million and $0.4 million, respectively.

Additionally, in October 2021, we entered into an agreement with Fast Cities to provide a 5% discount on our products sold to Fast Cities in exchange for Fast Cities increasing its deposit on purchases from 20% to 80% of the invoiced amount.

Loans Payable to St. Baker Energy

We entered into the Shareholder Loan on May 5, 2020 with St. Baker Energy Holdings Pty Ltd, our shareholder, for a loan amount of $5.6 million. We initially borrowed an aggregate principal amount of

 

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$5.6 million under the Shareholder Loan. As at June 30, 2021 and 2020, the outstanding balance of the Shareholder Loan was $6.4 million and $5.2 million, respectively.

The Shareholder Loan bears interest at the coupon of 11%. This accrued interest on the Shareholder Loan is capitalized into the balance of the loan and is repayable in full with the principal at termination date.

Under the Intercreditor Deed, St Baker Energy Holdings Pty Ltd agreed to, among other things, postpone repayment of the Shareholder Loan such that it was not required to be repaid in connection with the consummation of the Business Combination. The CP Waiver Letter provides for the repayment of the Shareholder Loan in full upon the closing of a qualifying subordinated funding, which may be in the form of an equity raise or subordinated indebtedness, of at least $99 million. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Shareholder Loan.

Convertible Notes

In January 2021, Tritium Holdings invited certain of its existing shareholders to subscribe for convertible notes in a private placement with a subscription value of approximately $18.8 million and a conversion date of the earlier of: (i) January 31, 2022; (ii) on the date of a change of control event; (iii) the date of either an issue of Tritium Holdings’ securities or a disposal of a legal or beneficial interest of more than 15% of Tritium Holdings’ shares on issue at a board approved valuation of Tritium; or (iv) the date of occurrence of an insolvency event. The total number of shares to be issued on conversion will be based on the fair value at the date of redemption at a discount of 30% ensuring a subscription value of approximately $18.8 million.

In May 2021, Tritium Holdings invited certain of its existing shareholders to subscribe for convertible notes in a private placement with a subscription value of approximately $15.0 million and a conversion date of the earlier of: (i) June 18, 2022; (ii) on the date of a change of control event; (iii) the date of either an issue of Tritium Holdings’ securities or a disposal of a legal or beneficial interest of more than 15% of Tritium Holdings’ shares on issue at a board approved valuation of Tritium Holdings; or (iv) the date of occurrence of an insolvency event. The total number of shares to be issued on conversion will be based on the fair value at the date of redemption at a discount of 20% ensuring a subscription value of approximately $15.0 million.

These raises were participated in by existing shareholders with offer for participation made on a pro rata basis to voting rights (equal to preemptive rights) multiplied by the amount being raised. Existing shareholders at the time of these issuances consisted partially of current and former staff as well as external investors. St Baker Energy Holdings Pty Ltd, Varley Holdings Pty Ltd, Ilwella Pty Ltd and GGC International Holdings LLC (a current shareholder affiliated with Gilbarco/Vontier) all participated in both Convertible Note issuances.

In connection with the Business Combination, the Convertible Notes were converted into Ordinary Shares. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Convertible Notes.

Equity Raises

In August 2019, Tritium Holdings invited investors to participate in a private placement an aggregate of 6,752,007 ordinary shares of Tritium Holdings at a purchase price of A$4.4431 per share, for aggregate consideration of approximately A$30.0 million. Tritium Holdings expanded this offer on January 28, 2020, to invite investors to participate in a private placement of 1,125,341 ordinary shares of Tritium Holdings at a purchase price of A$4.4431 per share, for aggregate consideration of approximately A$5.0 million.

This private placement was participated in by existing shareholders and new investors. Existing shareholders at the time of the equity raises consisted partially of current and former staff as well as external investors. St Baker Energy Holdings Pty Ltd, Varley Pty Ltd, Ilwella Pty Ltd and Gilbarco Catlow LLC (a former shareholder affiliated with Gilbarco/Vontier) all participated. Gilbarco Catlow LLC’s shares were transferred to GGC International LLC (a current shareholder affiliated with Gilbarco/Vontier) subsequent to this raise.

 

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Confirmation of Financial Support

Certain of Tritium Holdings major shareholders executed a Confirmation of Financial Support, dated July 15, 2021, providing confirmation that they will jointly accept responsibility of providing, and undertake to provide, additional financial assistance to Tritium Holdings as and when it is needed to enable us to continue our operations and fulfill all of our financial obligations for a minimum period of twelve months from July 31, 2021. St Baker Energy Holdings Pty Ltd, Varley Pty Ltd and Ilwella Pty Ltd executed this Confirmation of Financial Support.

Loan Funded Share Plan (LFSP)

In 2017, Tritium Holdings adopted the Incentive Plan. Pursuant to the Incentive Plan, Tritium Holdings provided eligible employees with an opportunity to purchase shares with an interest free, limited recourse loan payable to Tritium Holdings. These limited recourse loans were not collateralized and were not recourse to the assets of the borrower, except to the extent of the shares issued. The amount outstanding on the limited recourse loan is repayable by the employee on the earliest of the date which is 7 years from the issuance of the common stock and certain accelerated repayment dates including the sale or reduction of a majority of Tritium Holdings’ ordinary shares, an insolvency event in respect of Tritium Holdings, bankruptcy or death of an employee or accelerated repayment dates. There are no service or performance conditions attached to the shares issued under the Incentive Plan. As of June 30, 2021, approximately $15.1 million in loans made by Tritium Holdings is outstanding under the Incentive Plan. Subsequent to June 30, 2021, there has been a modification to the shares issued under the Incentive Plan, which adjusts the loans made by Tritium Holdings to $14.7 million. See “Executive Compensation—Tritium Holdings—Equity Incentive Plan” for additional information.

Certain executives and staff participated in this program. Offers made to executives to participate in the Incentive Plan were at the discretion of the Tritium Holdings board of directors.

Shadow Equity Scheme

Tritium Holdings has in place a shadow equity scheme in Australia, the United States and the Netherlands under which eligible employees may be offered shadow equity units, being a notional number of shares to which an eligible employee is entitled for the purposes of calculating a benefit as specified in their offer to participate in the scheme. The holders of shadow equity units were entitled to the payment of those benefits as a result of the consummation of the Business Combination, and those benefit amounts will be payable by Tritium Holdings. As of June 30, 2021, the aggregate payment amount payable by Tritium Holdings under the shadow equity scheme was approximately $21.6 million.

Prior to the Business Combination, Tritium Holdings treated the form of the benefit payable to holders of shadow equity units as cash. Subsequent to the Business Combination, Tritium’s Board of Directors determined that the benefit payable to participants under the shadow equity schemes could be paid to participants in the form of cash or shares at the discretion of the board of directors. We expect to settle the payment of the benefit in the form of our Ordinary Shares at a price of $10.00 per share. The amount of the benefit does not change as a result of settlement in shares, except for some additional indirect tax amounts incurred by Tritium Holdings. The number of shares to be issued is calculated by reference to the $10 issue price at the Business Combination which is the date at which the shadow equity scheme benefit amount is determined.

Two of our executive officers, Jane Hunter and Dr. David Finn, are entitled to a benefit under the shadow equity scheme.

DCRN Relationships and Related Party Transactions

Founder Shares

On December 8, 2020, DCRN issued an aggregate of 5,750,000 shares of DCRN’s Class B Common Stock (“DCRN Founder Shares”) to DCRN Sponsor for a capital contribution of $25,000, or approximately $0.004 per share. In January 2021, DCRN effected a stock dividend with respect to DCRN Class B Common Stock of

 

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4,312,500 shares thereof, resulting in DCRN Sponsor holding an aggregate of 10,062,500 DCRN Founder Shares. The DCRN Founder Shares were identical to the DCRN Class A Common Stock sold as part of the DCRN units in DCRN’s initial public offering (“DCRN IPO”) (whether they were purchased in the DCRN IPO or thereafter in the open market) (“DCRN public shares”) except that the DCRN Founder Shares automatically converted into shares of DCRN Class A Common Stock at the time of the Business Combination and were subject to certain transfer restrictions. The number of DCRN Founder Shares issued was determined based on the expectation that such DCRN Founder Shares would represent 20% of the outstanding shares upon completion of the DCRN IPO. In January 2021, DCRN Sponsor forfeited an aggregate of 400,000 DCRN Founder Shares, and an aggregate of 400,000 DCRN Founder Shares were later issued to DCRN independent directors at their original purchase price. In April 2021, Michael Warren, in connection with his resignation from the DCRN Board, forfeited 40,000 DCRN Founder Shares, and 40,000 DCRN Founder Shares were issued to DCRN Sponsor at their original purchase price.

DCRN Sponsor and DCRN’s officers and directors waived their redemption rights with respect to any DCRN Founder Shares and any DCRN public shares held by them in connection with the completion of an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). DCRN Sponsor and DCRN’s officers and directors agreed to waive their rights to liquidating distributions from the trust account that held 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 (the “Trust Account”) with respect to any DCRN Founder Shares held by them if DCRN did not complete an Initial Business Combination by February 8, 2023, the deadline for DCRN to complete its Initial Business Combination (the “Deadline Date”).

The DCRN initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the DCRN Founder Shares until the earlier to occur of (i) one year after the completion of the Initial Business Combination or (ii) subsequent to the Initial Business Combination, (x) if the last sale price of DCRN Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (y) the date on which DCRN completes a liquidation, merger, stock exchange or other similar transaction that results in all DCRN stockholders having the right to exchange their shares of DCRN Common Stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the DCRN IPO, DCRN Sponsor and DCRN’s former independent directors purchased 7,366,667 DCRN private placement warrants at a price of $1.50 per warrant, for an aggregate purchase price of $11.05 million. Each whole DCRN private placement warrant was exercisable for one share of DCRN Class A Common Stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the DCRN private placement warrants were added to the proceeds from the DCRN IPO held in the Trust Account. The DCRN private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the DCRN private placement warrants or their permitted transferees. In June 2021, Michael Warren, in connection with his resignation from the DCRN Board, sold to DCRN Sponsor 33,267 DCRN private placement warrants at a price of $1.50 per warrant.

DCRN Sponsor and certain of DCRN’s independent directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their DCRN private placement warrants until 30 days after the completion of the Initial Business Combination.

Registration Rights

The holders of the DCRN Founder Shares, DCRN private placement warrants and warrants that were issued upon conversion of working capital loans are entitled to registration rights pursuant to the registration rights agreement, dated February 3, 2021, requiring DCRN to register such securities for resale. The holders of at least

 

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$25 million in value of these securities were entitled to demand that DCRN file a registration statement covering such securities and to require DCRN to effect up to an aggregate of three underwritten offerings of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to DCRN’s completion of the Initial Business Combination.

Concurrently with the Closing, DCRN entered into the A&R Registration Rights Agreement, pursuant to which the existing Tritium Holdings shareholders became party thereto and we agreed that, within 30 calendar days after the Closing, we would file a resale registration statement with the SEC (at our sole cost and expense), pursuant to which certain securities held by or issuable to certain existing shareholders of DCRN and Tritium Holdings will be registered for resale, and we will use our 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 our assistance with underwritten offerings and block trades. Such holders are entitled to customary piggyback registration rights.

Administrative Support Agreement

DCRN agreed to pay an affiliate of DCRN Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination, DCRN ceased paying these monthly fees. As of September 30, 2021, DCRN incurred $78,571 in monthly fees to the affiliate of DCRN Sponsor.

Related Party Loans and Advances

DCRN’s liquidity needs up to the DCRN IPO were satisfied through the receipt of a $25,000 capital contribution from DCRN Sponsor in exchange for the issuance of DCRN Founder Shares to DCRN Sponsor and a loan from DCRN Sponsor for an aggregate amount of $0.3 million to cover organizational expenses and expenses related to the DCRN IPO pursuant to a promissory note (the “Note”). On December 22, 2020, DCRN drew down $0.3 million on the Note. DCRN repaid the Note in full to DCRN Sponsor on February 4, 2021, and this facility is no longer available to DCRN. Subsequent to the consummation of the DCRN IPO, DCRN’s liquidity needs were satisfied through the net proceeds of approximately $1.1 million from the DCRN private placement warrants held outside of the Trust Account. As of September 30, 2021, DCRN owed DCRN Sponsor $962,323 for additional expenses paid on its behalf.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an Initial Business Combination, on December 10, 2021, DCRN issued an unsecured promissory note in the principal amount of up to $1,500,000 to DCRN Sponsor. The note did not bear interest and was repayable in full upon consummation of an Initial Business Combination. If DCRN had not completed the Initial Business Combination, the note would not have been repaid and all amounts owed under it would have been forgiven. Immediately prior to the consummation of the Initial Business Combination, DCRN Sponsor exercised the option to convert all of the unpaid principal balance of the note into that number of our Warrants equal to the principal amount of the note so converted divided by $1.50, or 1,000,000 Warrants. The terms of such Warrants were identical to the terms of the DCRN private placement warrants.

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 with DCRN, us and Tritium Holdings, 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 the Company’s Ordinary Shares issuable

 

159


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 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 we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property and (iv) not transfer any warrants (or Ordinary Shares issued or issuable upon the exercise of the warrants) until 30 days after the Closing.

 

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares and our Warrants as of the date of this prospectus by:

 

  

each person known by us who is the beneficial owner of 5% or more of our outstanding Ordinary Shares;

 

  

each of our named executive officers

 

  

each of our directors; and

 

  

all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, provided that any person who acquires any such right with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise of such right. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

As of February 7, 2022, there were 135,380,695 Ordinary Shares issued and 21,783,334 Warrants issued.

Unless otherwise indicated and subject to applicable community property laws, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. Unless otherwise indicated, the address of each person named below is c/o Tritium DCFC Limited, 48 Miller Street, Murarrie, QLD 4172, Australia.

 

Name of Beneficial Owner

  Number of
Ordinary
Shares
Beneficially
Owned
   % of
Ordinary
Shares
Beneficially
Owned
  Number of
Warrants
Beneficially
Owned
   % of
Warrants
Beneficially
Owned
 

5% or Greater Shareholders

       

St Baker Energy Holdings Pty Ltd(1)

   34,010,820    24.7  —      —   

Varley Holdings Pty Ltd(2)

   23,009,065    16.9  —      —   

GGC International Holdings LLC(3)

   22,035,281    16.3  —      —   

Ilwella Pty Ltd(4)

   12,937,543    9.5  —      —   

Decarbonization Plus Acquisition Sponsor II LLC(5)

   13,035,833    9.6  8,067,263    37.0

Named Executive Officers and Directors

      —      —   

Jane Hunter

   922,828    *   —      —   

Michael Hipwood

   491,799    *   —      —   

Dr. David Finn(6)

   6,065,766    4.5  —      —   

Robert Tichio(7)

   —      —     —      —   

Trevor St. Baker AO(1)

   34,010,820    25.1  —      —   

Kenneth Braithwaite

   —      —     —      —   

Kara Phillips

   —      —     —      —   

Edward Hightower

   —      —     —      —   

All current executive officers and directors as a group (8 persons)

   41,491,213    30.6  —      —   

 

*

Less than one percent.

 

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(1)

St Baker Energy Holdings Pty Ltd is the record holder of the 31,509,986 Ordinary Shares and 2,500,834 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement, reported herein. Trevor St Baker, one of our Non-Executive Directors, serves as a director of St Baker Energy Holdings Pty Ltd, which serves as Trustee for St Baker Energy Innovation Trust. Mr. St Baker is a beneficiary of St Baker Energy Innovation Trust. The business address for this entity is Level 11, 344 Queen Street, Brisbane, QLD 4000, Australia, Attn: Trevor St Baker.

(2)

Varley Holdings Pty Ltd is the record holder of the 22,113,732 Ordinary Shares and 895,333 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement, reported herein. The business address for this entity is 21C School Drive, Tomago, NSW 2322, Australia, Attn: Justin England.

(3)

The amount shown and the following information is derived from a Schedule 13G filed on January 24, 2022 by Vontier Corporation (“Vontier”), a Delaware corporation, and GGC International Holdings LLC (“GGC International Holdings”), a Delaware limited liability company and a direct, wholly-owned subsidiary of Vontier, which sets forth Vontier’s and GGC International Holdings’ beneficial ownership as of January 13, 2022. These securities are held of record by GGC International Holdings. Vontier may be deemed to beneficially own these securities because GGC International Holdings is a direct, wholly-owned subsidiary of Vontier. The address of the principal business office of Vontier is 5438 Wade Park Boulevard, Suite 600, Raleigh, NC 27607.

(4)

Ilwella Pty Ltd is the record holder of the 12,167,043 Ordinary Shares and 770,500 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement, reported herein. The business address for this entity is L22, 56 Pitt St, Sydney, NSW 2000, Australia, Attn: Quentin Flannery.

(5)

DCRN Sponsor is the record holder of the 9,702,500 Ordinary Shares and 3,333,333 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement, and 8,067,263 Private Placement Warrants reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC and have shared voting and investment discretion with respect to the securities held of record by DCRN Sponsor. As such, each of Riverstone Holdings LLC, David M. Leuschen and Pierre F. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the Ordinary Shares held directly by DCRN Sponsor. Each such entity or person disclaims any such beneficial ownership. The business address of each of these entities and individuals is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019.

(6)

Represents shares held by Finnmax Pty Ltd, which serves as Trustee for Finn Family Trust. Dr. David Finn is a beneficiary of the Finn Family Trust.

(7)

The address for this person is c/o 2744 Sand Hill Road, Suite 100, Menlo Park, CA 94025.

 

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SHARES ELIGIBLE FOR FUTURE SALE

As of February 7, 2022, we have up to 135,380,695 Ordinary Shares issued and 21,783,334 Ordinary Shares issuable upon the exercise of Warrants. All our Ordinary Shares and Warrants received by DCRN public stockholders and Tritium Holdings shareholders in the Business Combination are freely tradable, except that our Ordinary Shares and Warrants received in the Business Combination by persons who become affiliates of our company 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. Sales of substantial amounts of our Ordinary Shares in the public market could adversely affect prevailing market prices of the Ordinary Shares.

Registration Rights and Lock-Up Agreement

Our shareholders and DCRN securityholders entered into a A&R Registration Rights Agreement and a lock-up agreement (the “Lock-Up Agreement”), which became effective at the Closing Date. Pursuant to the terms of the A&R Registration Rights Agreement, we are obligated to file a registration statement to register the resale of certain securities held by the shareholders. Pursuant to the terms of the Lock-Up Agreement, the shareholders agreed, 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 of our securities, (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 of our securities, 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 Date.

Pursuant to the A&R Registration Rights Agreement, we have agreed with certain Selling Securityholders to use our commercially reasonable efforts to keep the registration statement of which this prospectus constitutes a part effective until such time as the securities of such Selling Securityholders covered by this prospectus no longer constitute “Registrable Securities” under and as defined in the A&R Registration Rights Agreement. In certain circumstances, the holders can demand our assistance with underwritten offerings and block trades. The holders will be entitled to customary piggyback registration rights.

PIPE Resale Registration Statement

Pursuant to the Subscription Agreement relating to the PIPE Shares, we have agreed that, within 30 calendar days after the closing of the PIPE Financing, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares, and we will use our commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, subject to certain conditions.

Option Shares Resale Registration Statement

Pursuant to the Option Agreements relating to the Option Shares, we have agreed that, within 30 calendar days after the consummation of the Business Combination, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the Option Shares, and we will use our commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, subject to certain conditions.

Rule 144

A person who has beneficially owned restricted Ordinary Shares or restricted Warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of

 

163


our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted Ordinary Shares or restricted Warrants for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a number of securities that does not exceed the greater of either of the following:

 

  

1% of then-outstanding equity shares of the same class; or

 

  

the average weekly trading volume of Ordinary Shares or Warrants, as applicable, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, to the extent we adhere to the requirements of Rule 701 in issuing such securities, each of our employees, consultants or advisors who purchases equity shares from us in connection with a compensatory stock plan or other written agreement executed prior to the Closing Date is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

 

164


SELLING SECURITYHOLDERS

This prospectus relates to the possible resale by the Selling Securityholders of up to 115,368,935 Ordinary Shares and 8,366,667 Warrants. This prospectus also relates to the resale by DCRN Sponsor and certain previous independent directors of DCRN of the 8,366,667 Ordinary Shares issuable upon the exercise of the Private Placement Warrants.

The Selling Securityholders may from time to time offer and sell any or all of the ordinary shares and warrants set forth below pursuant to this prospectus. In this prospectus, the term “Selling Securityholders” includes (i) the entities identified in the table and in the footnotes in the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus forms a part or by a supplement to this prospectus) and (ii) any donees, pledgees, transferees or other successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) that acquire any of the securities covered by this prospectus after the date of this prospectus from the named Selling Securityholders.

The table below sets forth, as of the date of this prospectus, the name of the Selling Securityholders for which we are registering Ordinary Shares and Warrants for resale to the public, and the aggregate principal amount that the Selling Securityholders may offer pursuant to this prospectus. In accordance with SEC rules, individuals and entities below are shown as having beneficial ownership over the Ordinary Shares and Warrants they own or have the right to acquire within 60 days, as well as Ordinary Shares and Warrants for which they have the right to vote or dispose of such securities. Also in accordance with SEC rules, for purposes of calculating percentages of beneficial ownership, Ordinary Shares, which a person has the right to acquire within 60 days of the date of this prospectus, are included both in that person’s beneficial ownership as well as in the total number of Ordinary Shares issued used to calculate that person’s percentage ownership but not for purposes of calculating the percentage for other persons. In some cases, the same ordinary shares are reflected more than once in the table below because more than one holder may be deemed the beneficial owner of the same Ordinary Shares.

We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the ordinary shares or warrants in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law.

Selling Securityholder information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of ordinary shares and warrants registered on its behalf. A Selling Securityholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.”

The information in the table below is based upon information provided by the Selling Securityholders. Unless otherwise indicated, the business address of each beneficial owner listed in the tables below is c/o Tritium DCFC Limited, 48 Miller Street, Murarrie, QLD 4172, Australia.

 

Name and Address of Selling Securityholder(1)

 Ordinary
Shares
Beneficially
Owned Prior to
the Offering
  As a % of
Ordinary Shares
Outstanding
  Private
Placement
Warrants
Beneficially
Owned Prior to
the Offering
  Number of
Ordinary
Shares Being
Offered
  Number of
Warrants
Being Offered
 

Decarbonization Plus
Acquisition Sponsor II LLC(2)(3)

  13,035,833   9.6  8,067,263   21,103,096   8,067,263 

Dr. Jennifer Aaker(3)(4)

  40,000   *   33,267   73,267   33,267 

Jane Kearns(3)(5)

  40,000   *   33,267   73,267   33,267 

 

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Name and Address of Selling Securityholder(1)

 Ordinary
Shares
Beneficially
Owned Prior to
the Offering
  As a % of
Ordinary Shares
Outstanding
  Private
Placement
Warrants
Beneficially
Owned Prior to
the Offering
  Number of
Ordinary
Shares Being
Offered
  Number of
Warrants
Being Offered
 

Jim McDermott(3)(6)

  240,000   *   199,603   439,603   199,603 

Jeffrey Tepper(3)(7)

  40,000   *   33,267   73,267   33,267 

St Baker Energy Holdings Pty Ltd(8)

  34,010,820   24.7  —     34,010,820   —   

Varley Holdings Pty Ltd(9)

  23,009,065   16.9  —     23,009,065   —   

GGC International Holdings LLC(10)

  22,035,281   16.3  —     22,035,281   —   

Ilwella Pty Ltd(11)

  12,937,543   9.5  —     12,937,543   —   

Palantir Technologies Inc.(12)

  2,500,000   1.8  —     2,500,000   —   

Finnmax Pty Ltd

  6,065,766   4.5  —     6,065,766   —   

Jane Hunter

  922,828   *   —     922,828   —   

Michael Hipwood

  491,799   *   —     491,799   —   

 

*

Less than one percent.

(1)

The beneficial ownership of Ordinary Shares is based on 135,380,695 Ordinary Shares issued and 21,783,334 Warrants issued as of February 7, 2022.

(2)

Securities offered hereby consist of (i) 9,702,500 Ordinary Shares, (ii) 3,333,333 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement, (iii) 8,067,263 Ordinary Shares issuable upon exercise of an equal number of Private Placement Warrants and (iv) 8,067,263 Private Placement Warrants held of record by DCRN Sponsor. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC and have shared voting and investment discretion with respect to the securities held of record by DCRN Sponsor. As such, each of Riverstone Holdings LLC, David M. Leuschen and Pierre F. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by DCRN Sponsor. Each such entity or person disclaims any such beneficial ownership. See “Beneficial Ownership of Securities.”

(3)

The business address of each of these entities and individuals is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019.

(4)

Securities offered hereby consist of (i) 40,000 Ordinary Shares held by Dr. Aaker, (ii) 33,267 Ordinary Shares issuable upon exercise of an equal number of Private Placement Warrants and (iii) 33,267 Private Placement Warrants held by Dr. Aaker. Dr. Aaker was an independent director of DCRN prior to the closing of the business combination.

(5)

Securities offered hereby consist of (i) 40,000 Ordinary Shares held by Ms. Kearns, (ii) 33,267 Ordinary Shares issuable upon exercise of an equal number of Private Placement Warrants and (iii) 33,267 Private Placement Warrants held by Ms. Kearns. Ms. Kearns was an independent director of DCRN prior to the closing of the business combination.

(6)

Securities offered hereby consist of (i) 240,000 Ordinary Shares held by Mr. McDermott, (ii) 199,603 Ordinary Shares issuable upon exercise of an equal number of Private Placement Warrants and (iii) 199,603 Private Placement Warrants held by Mr. McDermott. Mr. McDermott was an independent director of DCRN prior to the closing of the business combination.

(7)

Securities offered hereby consist of (i) 40,000 shares of Ordinary Shares held by Mr. Tepper, (ii) 33,267 Ordinary Shares issuable upon exercise of an equal number of Private Placement Warrants and (iii) 33,267 Private Placement Warrants held by Mr. Tepper. Mr. Tepper was an independent director of DCRN prior to the closing of the business combination.

(8)

St Baker Energy Holdings Pty Ltd is the record holder of the 31,509,986 Ordinary Shares and 2,500,834 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement, reported herein. The business address for this entity is Level 11, 344 Queen Street, Brisbane, QLD 4000, Australia, Attn: Trevor St Baker. See “Beneficial Ownership of Securities.”

(9)

Varley Holdings Pty Ltd is the record holder of the 22,113,732 Ordinary Shares and 895,333 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement,

 

166


 reported herein. The business address for this entity is 21C School Drive, Tomago, NSW 2322, Australia, Attn: Justin England. See “Beneficial Ownership of Securities.”
(10)

GGC International Holdings is the record holder of 22,035,281 Ordinary Shares. The address of the principal business office of Vontier is 5438 Wade Park Boulevard, Suite 600, Raleigh, NC 27607. See “Beneficial Ownership of Securities.”

(11)

Ilwella Pty Ltd is the record holder of the 12,167,043 Ordinary Shares and 770,500 Option Shares, which the reporting entity has the right to acquire within 60 days of the date of this registration statement, reported herein. The business address for this entity is L22, 56 Pitt St, Sydney, NSW 2000, Australia, Attn: Quentin Flannery. See “Beneficial Ownership of Securities.”

(12)

Palantir Technologies Inc. is currently controlled by its board of directors. For more information, please see Palantir Technologies Inc.’s public filings with the SEC. We are a customer of Palantir Technologies Inc. The address of Palantir Technologies Inc. is 1555 Blake Street, Suite 250, Denver, CO 80202.

 

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PLAN OF DISTRIBUTION

We are registering the resale by the Selling Securityholders named in this prospectus, including their donees, pledgees, transferees or their successors, of: (i) 115,368,935 Ordinary Shares of the Company and (ii) 8,366,667 Warrants. This prospectus also relates to the resale by DCRN Sponsor and certain previous independent directors of DCRN of the 8,366,667 Ordinary Shares issuable upon the exercise of the Private Placement Warrants.

We will not receive any proceeds from any sale by the Selling Securityholders of the Ordinary Shares or the Warrants being registered for resale hereunder. We will bear all costs, expenses and fees in connection with the registration of the securities offered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accountants. The Selling Securityholders will bear all incremental selling expenses, including commissions, brokerage fees and other similar selling expenses.

The Selling Securityholders may offer and sell, from time to time, some or all of the securities covered by this prospectus. As used herein, “Selling Securityholders” includes donees, pledgees, transferees or other successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) selling securities received after the date of this prospectus from the Selling Securityholders. We have registered the securities covered by this prospectus for offer and sale so that those securities may be freely sold to the public by the Selling Securityholders. Registration of the securities covered by this prospectus does not mean, however, that those securities necessarily will be offered or resold by the Selling Securityholders. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.

Sales of the securities offered hereby may be effected by the Selling Securityholders from time to time in one or more types of transactions (which may include block transactions), including but not limited to, on Nasdaq at prevailing market prices, in negotiated transactions, through put or call options transactions relating to the securities offered hereby, through short sales of the securities offered hereby, or a combination of such methods of sale. Such transactions may or may not involve brokers or dealers. In effecting sales, brokers or dealers engaged by the Selling Securityholder may arrange for other brokers or dealers to participate. Broker-dealer transactions may include purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus, ordinary brokerage transactions or transactions in which the broker-dealer solicits purchasers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholders and/or the purchasers of the securities offered hereby for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). Any broker-dealers participating in the distribution of the securities covered by this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions received by any of those broker-dealers may be deemed to be underwriting commissions under the Securities Act. The Selling Securityholders have advised us that they have not entered into any agreements, understandings or arrangements with any broker-dealers regarding the sale of the securities covered by this prospectus.

In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or shareholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

There can be no assurance that the Selling Securityholders will sell all or any of the securities offered by this prospectus. In addition, the Selling Securityholders may also sell securities under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration, rather than under this prospectus.

 

168


The Selling Securityholders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any particular time.

The Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus. Upon being notified by a Selling Securityholder that a donee, pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a Selling Securityholder.

Upon our being notified by any Selling Securityholder that any material arrangement has been entered into with a broker-dealer for the sale of securities offered hereby through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing:

 

  

the name of the participating broker-dealer(s);

 

  

the specific securities involved;

 

  

the initial price at which such securities are to be sold;

 

  

the commissions paid or discounts or concessions allowed to such broker-dealers(s), where applicable; and

 

  

other facts material to the transaction.

The Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities offered hereby or of securities convertible into or exchangeable for such securities in the course of hedging positions they assume with the Selling Securityholders. The Selling Securityholders may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealers or other financial institutions of the securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as amended or supplemented to reflect such transaction).

A Selling Securityholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell the Securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any Selling Securityholder or borrowed from any Selling Securityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from any Selling Securityholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any Selling Securityholder may otherwise loan or pledge the Securities to a financial institution or other third party that in turn may sell the Securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

To the extent required, we will use our best efforts to file one or more supplements to this prospectus to describe any material information with respect to the plan of distribution not previously disclosed in this prospectus or any material change to such information.

In compliance with the guidelines of the Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.

 

169


We have agreed to indemnify the Selling Securityholders against certain liabilities, including liabilities under the Securities Act. The Selling Securityholders have agreed to indemnify us in certain circumstances against certain liabilities, including certain liabilities under the Securities Act. The Selling Securityholders may indemnify any broker or underwriter that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act.

 

170


EXPENSES RELATED TO THE OFFERING

We estimate the following expenses in connection with the offer and sale of our Ordinary Shares and Warrants by the Selling Securityholders. With the exception of the SEC Registration Fee, all amounts are estimates.

 

   Amount 

SEC registration fee

  $89,782.68 

FINRA filing fee

   * 

Legal fees and expenses

   * 

Accountants’ fees and expenses

   * 

Printing expenses

   * 

Transfer agent fees and expenses

   * 

Miscellaneous costs

   * 
  

 

 

 

Total

  $* 
  

 

 

 

 

*

These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time.

Under agreements to which we are party with the Selling Securityholders, we have agreed to bear all expenses relating to the registration of the resale of the securities pursuant to this prospectus.

 

171


LEGAL MATTERS

Corrs Chambers Westgarth, Australian counsel to the Company, has provided a legal opinion for the Company regarding the validity of the Ordinary Shares offered by this prospectus. Latham & Watkins LLP, U.S. counsel to the Company, has provided a legal opinion for the Company regarding the validity of the Warrants offered by this prospectus.

EXPERTS

The financial statements of DCRN as of December 31, 2020 and for the period from December 4, 2020 (inception) through December 31, 2020, appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Tritium Holdings Pty Ltd as of June 30, 2021 and June 30, 2020 and for each of the two years then ended included in this prospectus have been so included in reliance on the report (which contains an explanatory paragraph relating to Tritium Holdings Pty Ltd’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES

We are a public limited company organized under the laws of Australia. As a result, the rights of holders of our Ordinary Shares will be governed by Australian law and our constitution. The rights of shareholders under Australian law may differ from the rights of shareholders of companies incorporated in other jurisdictions. A substantial amount of our assets are located outside the United States. As a result, it may be difficult for investors to enforce in the United States judgments obtained in U.S. courts against us based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Australia will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Australia against us or our directors or officers under the securities laws of other jurisdictions.

Our registered address in Australia is c/o Tritium DCFC Limited, 48 Miller Street, Murarrie, QLD 4172, Australia

We have irrevocably appointed Cogency Global Inc. as our agent to receive service of process in any action against us in any U.S. federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of our agent is 122 E 42nd St., 18th Floor, New York, New York 10168.

Our authorized representative in the United States for this offering as required pursuant to Section 6(a) of the Securities Act is Cogency Global Inc., 22 East 42nd Street, 18th Floor New York, NY 10168.

 

172


WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. For purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act that are applicable to foreign private issuers. Accordingly, we are required to file or furnish reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal and selling shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. We maintain a corporate website at www.tritiumcharging.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely for informational purposes.

 

173


INDEX TO CONSOLIDATED FINANCIAL INFORMATION

 

   Page 

Unaudited Financial Statements of Decarbonization Plus Acquisition Corporation II

  

Balance Sheets as of September 30, 2021 (unaudited) and December  31, 2020

   F-2 

Unaudited Statements of Operations for the Three and Nine Months Ended September 30, 2021

   F-3 

Unaudited Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021

   F-4 

Unaudited Statement of Cash Flows for the Nine Months Ended September 30, 2021

   F-5 

Notes to Financial Statements

   F-6 

Audited Financial Statements of Decarbonization Plus Acquisition Corporation II

  

Report of Independent Registered Public Accounting Firm

   F-24 

Balance Sheet as of December 31, 2020

   F-25 

Statement of Operations for the period from December  4, 2020 (inception) to December 31, 2020

   F-26 

Statement of Changes in Stockholder’s Equity for the period from December 4, 2020 (inception) to December 31, 2020

   F-27 

Statement of Cash Flows for the period from December  4, 2020 (inception) to December 31, 2020

   F-28 

Notes to Financial Statements

   F-29 

Audited Consolidated Financial Statements of Tritium Holdings Pty Ltd

  

Report of Independent Registered Public Accounting Firm

   F-39 

Consolidated Statements of Comprehensive Loss for the years ended June 30, 2021 and 2020

   F-40 

Consolidated Statements of Financial Position as of June  30, 2021 and 2020

   F-41 

Consolidated Statements of Shareholders’ Deficit for the years ended June 30, 2021 and 2020

   F-42 

Consolidated Statements of Cash Flows for the years ended June  30, 2021 and 2020

   F-43 

Notes to the Consolidated Financial Statements

   F-44 

 

F-1


DECARBONIZATION PLUS ACQUISITION CORPORATION II

BALANCE SHEETS

 

   September 30,
2021 (unaudited)
  December 31,
2020
 

ASSETS

   

Current Assets:

   

Cash

  $—    $325,000 

Prepaid insurance

   668,538   —   
  

 

 

  

 

 

 

Total Current Assets

   668,538   325,000 
  

 

 

  

 

 

 

Investments held in Trust Account

   402,515,460   —   

Prepaid insurance

   230,738   —   

Deferred offering costs

   —     164,788 
  

 

 

  

 

 

 

Total assets

  $403,414,781  $489,788 
  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

   

Current liabilities:

   

Accounts payable — offering costs (affiliate)

  $—    $117,288 

Accounts payable — affiliate

   1,137,323   973 

Accrued expenses

   2,733,750   —   

Accounts payable — franchise tax

   128,219   —   

Sponsor note payable

   —     300,000 

Accrued offering expenses

   437,500   47,500 
  

 

 

  

 

 

 

Total current liabilities

   4,436,792   465,761 
  

 

 

  

 

 

 

Warrant liabilities

   25,563,500   —   

Deferred underwriting fee payable

   14,087,500   —   
  

 

 

  

 

 

 

Total liabilities

  $44,087,792  $465,761 
  

 

 

  

 

 

 

COMMITMENTS AND CONTINGENCIES

   

Class A common stock subject to possible redemption, 40,250,000 and no shares at $10.00 per share at September 30, 2021 and December 31, 2020, respectively

   402,500,000   —   

Stockholders’ (deficit) equity:

   

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

   —     —   

Class A common stock, $0.0001 par value; 250,000,000 shares authorized; none issued and outstanding (excluding 40,250,000 shares and no shares subject to possible redemption at September 30, 2021 and December 30, 2021, respectively)

   —     —   

Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 10,062,500 shares issued and outstanding

   1,006   1,006 

Additional paid-in capital

   —     23,994 

Accumulated deficit

   (43,174,017  (973
  

 

 

  

 

 

 

Total stockholders’ (deficit) equity

   (43,173,011  24,027