- Carbon Revolution shareholders and the Federal Court of
Australia have approved the scheme of arrangement.
- Scheme of arrangement now legally effective and quotation of
Carbon Revolution shares on ASX was suspended from the close of
trade today.
- Combined group expected to begin trading on Nasdaq Capital
Market under the ticker symbol “CREV” on October 30, 2023 (New York
time)
Carbon Revolution Limited (the “Company” or “Carbon
Revolution”), a Tier 1 OEM supplier and a leading global
manufacturer of lightweight advanced technology carbon fiber
wheels, today announced that the scheme of arrangement in relation
to its business combination with Twin Ridge Capital Acquisition
Corp. (NYSE: TRCA) (“Twin Ridge” or “TRCA”) is now legally
effective and quotation of Carbon Revolution shares on ASX was
suspended from the close of trade today.
This follows Carbon Revolution shareholders approving the scheme
of arrangement on October 15, 2023 and the Federal Court of
Australia approving the scheme of arrangement on Wednesday. As
previously announced, the Twin Ridge shareholders approved the
business combination on October 12, 2023.
Subject to the satisfaction of any necessary conditions, the
scheme of arrangement will be implemented on October 31, 2023
(Melbourne time), and Carbon Revolution plc is expected to become
the parent company of Carbon Revolution and begin trading on Nasdaq
Capital Market under the ticker symbol “CREV”” on October 30, 2023
(New York time).
“We are excited that we have achieved these significant
milestones, which will bring Carbon Revolution towards a new
chapter as a publicly traded company in the U.S.,” said Jake
Dingle, CEO of Carbon Revolution. “We are well-positioned to
continue to take advantage of an enormous addressable market for
Carbon Revolution’s disruptive efficiency technology, especially in
the electric vehicle and new mobility sector, as we continue to
build on our first-mover advantage in next-generation auto
technology.”
“Today marks an incredible milestone for Carbon Revolution as we
continue to support them on their journey to become a public
company in the U.S.,” said Bill Toler, Chairman of Twin Ridge. “It
is a privilege to partner with the Company. Carbon Revolution is
exceptionally well-positioned to capitalize on growing demand for
carbon fiber wheels as shown by its awarded programs with six
global OEMs including Ford Motor Company, General Motors, Renault,
Ferrari N.V. and Jaguar Land Rover.”
Expected capital available to the Company in connection with the
implementation is US$95 million, including US$35 million of the up
to US$110 million Structured Equity Facility with two fund vehicles
associated with Orion Infrastructure Capital (“OIC”), a leading
infrastructure investment firm (OIC Structured Equity Fund I Range,
LLC and OIC Structured Equity Fund I GPFA Range, LLC) and a US$60
million Committed Equity Facility. Release of the remaining US$75
million under the Structured Equity Facility is subject to the
Company’s achievement of future growth milestones.
About Carbon Revolution Limited
Carbon Revolution Limited is an Australian technology company,
which has successfully innovated, commercialized and industrialized
the advanced manufacture of carbon fiber wheels for the global
automotive industry. The Company has progressed from single
prototypes to designing and manufacturing lightweight wheels for
cars and SUVs in the high performance, premium and luxury segments,
for the world’s most prestigious automotive brands. Carbon
Revolution is creating a significant and sustainable advanced
technology business that supplies its lightweight wheel technology
to automotive manufacturers around the world.
For more information, visit carbonrev.com
Forward-Looking Statements
All statements other than statements of historical facts
contained in this communication are forward-looking statements.
Forward-looking statements may generally be identified by the use
of words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” “target” or other similar expressions (or the
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding the financial position,
business strategy and the plans and objectives of management for
future operations including as they relate to the proposed Business
Combination and related transactions, pricing and market
opportunity, the satisfaction of closing conditions to the proposed
Business Combination and related transactions, the timing of the
completion of the proposed Business Combination, including the
anticipated closing date of the proposed Business Combination and
the use of the cash proceeds therefrom. These statements are based
on various assumptions, whether or not identified in this
communication, and on the current expectations of CBR’s and TRCA’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may differ
from such assumptions, and such differences may be material. Many
actual events and circumstances are beyond the control of CBR and
TRCA.
These forward-looking statements are subject to a number of
risks and uncertainties, including (i) changes in domestic and
foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully or
timely consummate the proposed Business Combination, including the
risks that we will not secure sufficient funding to proceed through
to completion of the Transaction, any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed Business Combination; (iii) the
ability to maintain the listing of MergeCo’s securities on the
stock exchange; (iv) the inability to complete any private
placement financing, the amount of any private placement financing
or the completion of any private placement financing on favorable
terms; (v) the risk that the proposed Business Combination disrupts
current plans and operations CBR or TRCA as a result of the
announcement and consummation of the proposed Business Combination
and related transactions; (vi) the risk that any of the conditions
to closing of the Business Combination are not satisfied in the
anticipated manner or on the anticipated timeline or are waived by
any of the parties thereto; (vii) the failure to realize the
anticipated benefits of the proposed Business Combination and
related transactions; (viii) risks relating to the uncertainty of
the costs related to the proposed Business Combination; (ix) risks
related to the rollout of CBR’s business strategy and the timing of
expected business milestones; (x) the effects of competition on
CBR’s future business and the ability of the combined company to
grow and manage growth, establish and maintain relationships with
customers and healthcare professionals and retain its management
and key employees; (xi) risks related to domestic and international
political and macroeconomic uncertainty, including the
Russia-Ukraine and Israel-Hamas conflicts; (xii) the outcome of any
legal proceedings that may be instituted against TRCA, CBR or any
of their respective directors or officers; (xiii) the ability of
TRCA to issue equity, if any, in connection with the proposed
Business Combination or to otherwise obtain financing in the
future; (xiv) the impact of the global COVID-19 pandemic and
governmental responses on any of the foregoing risks; (xv) risks
related to CBR’s industry; (xvi) changes in laws and regulations;
and (xvii) those factors discussed in TRCA’s Annual Report on Form
10-K for the year ended December 31, 2022 under the heading “Risk
Factors,” and other documents of TRCA or MergeCo filed with the
SEC, including the proxy statement / prospectus. If any of these
risks materialize or TRCA’s or CBR’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither TRCA nor CBR presently know or that TRCA and CBR
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect TRCA’s
and CBR’s expectations, plans or forecasts of future events and
views as of the date of this communication. TRCA and CBR anticipate
that subsequent events and developments will cause TRCA’s and CBR’s
assessments to change. However, while TRCA and CBR may elect to
update these forward-looking statements at some point in the
future, each of TRCA, CBR, MergeCo and Merger Sub specifically
disclaim any obligation to do so, unless required by applicable
law. These forward-looking statements should not be relied upon as
representing TRCA’s and CBR’s assessments as of any date subsequent
to the date of this communication. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Information about Proposed Business Combination
As previously announced, Carbon Revolution Limited (“CBR”,
“Carbon Revolution” or the “Company”) (ASX: CBR) and Twin Ridge
Capital Acquisition Corp. (“Twin Ridge” or “TRCA”) (NYSE: TRCA)
have entered into a definitive business combination agreement and
accompanying scheme implementation deed (“SID”) that is expected to
result in Carbon Revolution becoming publicly listed in the U.S.
via a series of transactions, including a scheme of arrangement.
Upon closing of the transactions, the ordinary shares and warrants
of the merged company, Carbon Revolution plc (formerly known as
Poppetell Limited), a private limited company incorporated in
Ireland with registered number 607450 (“MergeCo”), that will become
the parent company of the Company and Twin Ridge, are expected to
trade on the Nasdaq Capital Market in the United States, and Carbon
Revolution’s shares shall be delisted from the ASX.
Additional Information about the Proposed Business
Combination and Where to Find It
This communication relates to the proposed Business Combination
involving CBR, TRCA, MergeCo, and Poppettell Merger Sub, a Cayman
Islands exempted company and wholly-owned subsidiary of MergeCo
(“Merger Sub”). In connection with the proposed Business
Combination, MergeCo has filed the Registration Statement,
including a proxy statement of TRCA and a prospectus of MergeCo
relating to the MergeCo Shares to be issued in connection with the
proposed business combination, with the SEC. This communication is
not a substitute for the Registration Statement, the definitive
proxy statement/final prospectus, or any other document that
MergeCo or TRCA has filed or will file with the SEC or send to its
shareholders in connection with the proposed business combination.
This communication does not contain all the information that should
be considered concerning the proposed Business Combination and
other matters and is not intended to form the basis for any
investment decision or any other decision in respect of such
matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TRCA’S
SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
DEFINITIVE PROXY STATEMENT/ PROSPECTUS, AND ANY AMENDMENTS THERETO
AND ANY OTHER DOCUMENTS FILED BY TRCA OR MERGECO WITH THE SEC IN
CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED
BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS
COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED
BUSINESS COMBINATION.
TRCA commenced mailing the definitive proxy statement on
September 8, 2023 to shareholders as of August 25, 2023.
Additionally, TRCA and MergeCo will file other relevant materials
with the SEC in connection with the proposed Business Combination.
Copies of the Registration Statement, the definitive proxy
statement/ prospectus and all other relevant materials for the
proposed Business Combination filed or that will be filed with the
SEC may be obtained, when available, free of charge at the SEC’s
website at www.sec.gov. In addition, the documents filed by TRCA or
MergeCo may be obtained, when available, free of charge from TRCA
at www.twinridgecapitalac.com. TRCA’s shareholders may also obtain
copies of the definitive proxy statement/prospectus, without
charge, by directing a request to Twin Ridge Capital Acquisition
Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida
60654.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed Business
Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. The proposed Business Combination will be
implemented solely pursuant to the Business Combination Agreement
and Scheme Implementation Deed, in each case, included as annexes
to the definitive proxy statement/prospectus and supplements
thereto, which contains the full terms and conditions of the
proposed Business Combination. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the
Securities Act.
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For further information, please contact: Investors
Investors@carbonrev.com Media Media@carbonrev.com
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