Solid Power, Inc. (the “Company” or "Solid Power"), an
industry-leading developer of all-solid-state battery cells for
electric vehicles, in the process of merging with Decarbonization
Plus Acquisition Corporation III ("DCRC") (NASDAQ: DCRC),
today announced a partnership with SK Innovation Co (“SK
Innovation”) to manufacture automotive-scale all-solid-state
batteries under a memorandum of understanding (“MoU”) and joint
development agreement (“JDA”). Together, the partnership is
expected to enable SK Innovation to produce automotive-scale
all-solid-state battery cells utilizing Solid Power’s sulfide-based
solid electrolyte, proprietary cell designs and production
processes.
The partnership is intended to facilitate the validation of
Solid Power’s all-solid-state cell development and production
techniques as part of the industry-standard automotive
qualification process (“APQP”). This marks a key milestone on Solid
Power’s strategic roadmap to achieve commercial production of
all-solid-state battery cells for electric vehicle integration and
use.
“The partnership with SK Innovation is designed to validate that
Solid Power’s all-solid-state production processes are scalable and
compatible with existing lithium-ion production technology,” said
Doug Campbell, CEO and co-founder of Solid Power. “The ability to
collaborate with a global leader in lithium-ion cell production is
key to our go-to-market strategy and meeting anticipated
demand.”
Through the JDA, SK Innovation and Solid Power plan to cooperate
on all-solid-state cell development, validation and production to
enable Solid Power to deliver pre-commercial all-solid-state cells
to the Company’s automotive customers for qualification testing.
Solid Power’s Silicon EV Cell is expected to be safer, provide
longer range, and cost less than today’s leading lithium-ion
batteries.
“We are delighted to partner with Solid Power, an
industry-leading sulfide-based all-solid-state technology company,”
said Dr. Lee Seongjun, CTO of SK Innovation. “We expect our
partnership with Solid Power will play a pivotal role in delivering
higher energy, lower-cost batteries to power longer range electric
vehicles.”
In addition, SK Innovation agreed to invest $30 million in Solid
Power through a subscription to purchase shares in DCRC’s
previously announced PIPE transaction. This investment adds to the
$165 million fully committed PIPE, which is anchored by investors
Koch Strategy Platforms, Riverstone Energy Limited, Neuberger
Berman funds and Van Eck Associates Corporation. This investment,
along with the other previously announced PIPE investments related
to Solid Power’s business combination with DCRC, is subject to
certain conditions, including the successful completion of the
business combination within the period contemplated by the
subscription agreements.
Through this partnership, Solid Power intends to license its
proprietary technology, manufacturing know-how and practices to SK
Innovation to enable full integration of the Company’s
sulfide-based solid electrolyte material and the Company’s cell
designs into SK Innovation’s existing cell production environment.
The technology license and future commercial supply are subject to
the parties successfully negotiating and entering into further
commercial agreements, along with regulatory approvals and other
customary conditions.
“The JDA and MoU provide the framework for us to jointly develop
and industrialize our high-content silicon all-solid-state battery
cells as part of Solid Power’s current technology development
roadmap,” said Derek Johnson, Chief Operating Officer at Solid
Power. “To successfully develop and launch our cell products, we
follow the standard automotive APQP process, which will ensure our
cell design meets automotive partner specifications, meets the
highest quality standards and is manufacturable at high rates with
high yields. The ability to quickly transfer production know-how
and cell designs to a partner with lithium-ion production at GWh
scale saves on capital expenses, in line with Solid Power’s capital
light business model.”
Solid Power plans to supply SK Innovation with its proprietary
electrolyte for use in the manufacturing of all-solid-state cells.
Under terms of the JDA, Solid Power expects to generate a small
amount of revenue from both research and development and from the
sale of electrolyte samples beginning in 2022.
As announced on June 15, 2021, Solid Power entered into a
definitive agreement for a business combination with DCRC, a
publicly traded special purpose acquisition company, or SPAC, that
would result in Solid Power becoming a publicly listed company.
Completion of the proposed transaction is subject to customary
closing conditions and is expected to occur in the fourth quarter
of 2021.
Important Information for Investors and
Stockholders
This communication is being made in respect of the proposed
transaction involving Decarbonization Plus Acquisition Corporation
III (“DCRC”) and Solid Power, Inc. (“Solid Power”). A full
description of the terms of the transaction is provided in the
registration statement on Form S-4 (File No. 333-258681) (the
“Registration Statement”) filed with the Securities and Exchange
Commission (the “SEC”) by DCRC. The Registration Statement includes
a prospectus with respect to the combined company’s securities to
be issued in connection with the business combination and a
preliminary proxy statement with respect to the stockholder meeting
of DCRC to vote on the business combination. Additionally, DCRC
will file other relevant materials with the SEC in connection with
the business combination. Copies may be obtained free of charge at
the SEC’s web site at www.sec.gov. Security holders of DCRC are
urged to read the proxy statement/prospectus, including all
amendments and supplements thereto, and the other relevant
materials when they become available before making any voting
decision with respect to the proposed business combination because
they will contain important information about the business
combination and the parties to the business combination. After the
Registration Statement is declared effective, the definitive proxy
statement/prospectus included in the Registration Statement will be
mailed to stockholders of DCRC as of a record date to be
established for voting on the proposed business combination. Once
available, stockholders will also be able to obtain a copy of the
S-4, including the proxy statement/prospectus, and other documents
filed with the SEC without charge, by directing a request to:
Decarbonization Plus Acquisition Corporation III, 2744 Sand Hill
Road, Suite 100, Menlo Park, California 94025. The information
contained on, or that may be accessed through, the websites
referenced herein is not incorporated by reference into, and is not
a part of, this filing.
Participants in the Solicitation
DCRC and Solid Power and their respective directors and officers
may be deemed participants in the solicitation of proxies of DCRC’s
stockholders in connection with the proposed business combination.
Security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of DCRC’s executive
officers and directors in the solicitation by reading DCRC’s
definitive proxy statement/prospectus, which will become available
after the Registration Statement has been declared effective by the
SEC, DCRC’s final prospectus for its initial public offering filed
with the SEC on March 25, 2021, and other relevant materials
filed with the SEC in connection with the business combination when
they become available. Information concerning the interests of
DCRC’s participants in the solicitation, which may, in some cases,
be different than those of DCRC’s stockholders generally, is set
forth in the preliminary proxy statement/prospectus relating to the
proposed business combination.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval in respect of the potential
transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of DCRC, Solid Power
or the combined company, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Forward Looking Statements
The information herein includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including DCRC’s or Solid Power’s or their management
teams’ expectations, hopes, beliefs, intentions or strategies
regarding the future. All statements, other than statements of
present or historical fact included herein, regarding DCRC’s
proposed acquisition of Solid Power, DCRC’s and Solid Power’s
ability to consummate the transaction, the benefits of the
transaction and the combined company’s future financial
performance, as well as the combined company’s strategy, future
operations, estimated financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management, including statements regarding the expected results of
Solid Power’s partnership with SK Innovation and Solid Power’s path
to commercialization, are forward-looking statements. When used
herein, the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management’s current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law, DCRC
and Solid Power disclaim any duty to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
hereof. DCRC and Solid Power caution you that these forward-looking
statements are subject to numerous risks and uncertainties, most of
which are difficult to predict and many of which are beyond the
control of either DCRC or Solid Power. In addition, DCRC and Solid
Power caution you that the forward-looking statements contained
herein are subject to the following factors: (i) the
occurrence of any event, change or other circumstances that could
delay the business combination or give rise to the termination of
the agreements related thereto; (ii) the outcome of any legal
proceedings that may be instituted against DCRC or Solid Power
following announcement of the transactions; (iii) the
inability to complete the business combination due to the failure
to obtain approval of the stockholders of DCRC, or other conditions
to closing in the transaction agreement; (iv) the risk that
the proposed business combination disrupts DCRC’s or Solid Power’s
current plans and operations as a result of the announcement of the
transactions; (v) Solid Power’s ability to realize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of
Solid Power to grow and manage growth profitably following the
business combination; (vi) costs related to the business
combination; (vii) changes in applicable laws or regulations;
(viii) rollout of Solid Power’s business plan and the timing
of expected business milestones, (ix) the effects of
competition on Solid Power’s business, (x) supply shortages in
the materials necessary for the production of Solid Power’s
products, (xi) risks related to original equipment
manufacturers and other partners being unable or unwilling to
initiate or continue business partnerships on favorable terms,
(xii) the termination or reduction of government clean energy
and electric vehicle incentives, (xiii) delays in the
construction and operation of production facilities, (xiv) the
amount of redemption requests made by DCRC’s public stockholders,
(xv) changes in domestic and foreign business, market,
financial, political and legal conditions, and (xvi) the
possibility that Solid Power may be adversely affected by other
economic, business, and/or competitive factors. Should one or more
of the risks or uncertainties described herein, or should
underlying assumptions prove incorrect, actual results and plans
could differ materially from those expressed in any forward-looking
statements. Additional information concerning these and other
factors that may impact the operations and projections discussed
herein can be found in DCRC’s periodic filings with the SEC,
including DCRC’s final prospectus for its initial public offering
filed with the SEC on March 25, 2021, and the Registration
Statement filed in connection with the business combination. DCRC’s
SEC filings are available publicly on the SEC’s website at
www.sec.gov.
About Solid PowerSolid Power is an
industry-leading developer of all-solid-state rechargeable battery
cells for electric vehicles and mobile power markets. Solid Power
replaces the flammable liquid electrolyte in a conventional
lithium-ion battery with a proprietary sulfide-based solid
electrolyte. As a result, Solid Power's all-solid-state battery
cells are expected to be safer and more stable across a broad
temperature range, provide an increase in energy density compared
to the best available rechargeable battery cells, enable less
expensive, more energy-dense battery pack designs and be compatible
with traditional lithium-ion manufacturing processes. For more
information, visit http://www.solidpowerbattery.com/.
Solid Power Contact
Information
For Media: Will McKenna Marketing Communications Director (720)
598-2877 press@solidpowerbattery.com
For Investors: investors@solidpowerbattery.com
Website: www.solidpowerbattery.comTwitter:
https://twitter.com/SolidPowerIncLinkedIn:
https://www.linkedin.com/company/solid-power
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