Carbon Revolution Limited (“CBR” or “Carbon Revolution”) (ASX:
CBR), a Tier 1 OEM supplier and a leading global manufacturer of
lightweight advanced technology carbon fiber wheels, and Twin Ridge
Capital Acquisition Corp. (“Twin Ridge” or “TRCA”) (NYSE: TRCA), a
publicly traded special purpose acquisition company, today have
posted to their websites an investor webcast discussing their
recently announced business combination. The webcast can be
accessed here and here.
The webcast script and presentation are attached to this
announcement.
Carbon Revolution and Twin Ridge recently announced that they
have entered into a definitive agreement for a business combination
agreement and accompanying scheme implementation deed that is
expected to result in Carbon Revolution becoming publicly listed in
the U.S. Completion of the transaction is subject to customary
closing conditions, including the approval of the TRCA shareholders
and the Carbon Revolution shareholders. The transaction is expected
to be completed in the first half of 2023.
Approved for release by the CEO of Carbon Revolution
Limited,
About Carbon Revolution
Carbon Revolution is an Australian technology company, which has
successfully innovated, commercialized and industrialized the
advanced manufacture of carbon fiber wheels for the global
automotive industry. Carbon Revolution has progressed from single
prototypes to designing and manufacturing high-performing wheels
for some of the fastest street cars and most prestigious brands in
the world. Carbon Revolution is creating a significant and
sustainable advanced technology business that supplies its
lightweight wheel technology to automotive manufacturers around the
globe. For more information, visit www.carbonrev.com.
About Twin Ridge Capital Acquisition Corp.
Twin Ridge Capital Acquisition Corp. (NYSE: TRCA) is a special
purpose acquisition company sponsored by Twin Ridge Capital
Sponsor, LLC. Twin Ridge deploys a disciplined strategic approach
that focuses on leveraging its powerful professional networks and
deep industry experience to provide meaningful value to a target
business. For more information, visit
www.twinridgecapitalac.com.
Additional Information about the Transaction and Where to
Find It
This communication relates to the proposed business combination
involving CBR, TRCA, Poppetell Limited, to be renamed Carbon
Revolution plc (“MergeCo”) and a merger subsidiary of MergeCo
(“Merger Sub”). In connection with the proposed business
combination, MergeCo intends to file with the U.S. Securities and
Exchange Commission (the “SEC”) a Registration Statement on Form
F-4 (the “Registration Statement”), which will include a
preliminary proxy statement of TRCA and a preliminary prospectus of
MergeCo relating to the MergeCo Shares to be issued in connection
with the proposed business combination. 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 THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE 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.
After the Registration Statement is declared effective, the
definitive proxy statement will be mailed to shareholders of TRCA
as of a record date to be established for voting on the proposed
business combination. 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/final 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, when
available, 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, filed as exhibits to
the Current Report on Form 8-K filed by TRCA with the SEC on
November 30, 2022, 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.
Participants in the Solicitation of Proxies
This communication may be deemed solicitation material in
respect of the proposed business combination. TRCA, CBR, MergeCo,
Merger Sub and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the
solicitation of proxies from TRCA’s shareholders in connection with
the proposed business combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the proposed business combination of TRCA’s directors
and officers in TRCA’s filings with the SEC, including TRCA’s
initial public offering prospectus, which was filed with the SEC on
March 5, 2021, TRCA’s subsequent annual report on Form 10-K and
quarterly reports on Form 10-Q. To the extent that holdings of
TRCA’s securities by insiders have changed from the amounts
reported therein, any such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to TRCA’s
shareholders in connection with the business combination will be
included in the definitive proxy statement/prospectus relating to
the proposed business combination when it becomes available. You
may obtain free copies of these documents, when available, as
described in the preceding paragraphs.
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 level of
redemptions by TRCA’s public shareholders and 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
risk that 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, or that the approval of the
shareholders of TRCA or CBR is not obtained; (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 with terms unfavorable to you; (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 conflict; (xii) the outcome of any legal proceedings
that may be instituted against TRCA, CBR or any of their respective
directors or officers, following the announcement of the proposed
business combination; (xiii) the amount of redemption requests made
by TRCA’s public shareholders; (xiv) the ability of TRCA to issue
equity, if any, in connection with the proposed business
combination or to otherwise obtain financing in the future; (xv)
the impact of the global COVID-19 pandemic and governmental
responses on any of the foregoing risks; (xvi) risks related to
CBR’s industry; (xvii) changes in laws and regulations; and (xviii)
those factors discussed in TRCA’s Annual Report on Form 10-K for
the year ended December 31, 2021 and subsequent Quarterly Reports
on Form 10-Q, in each case, under the heading “Risk Factors,” and
other documents of TRCA or MergeCo to be 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 SPAC’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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221215006006/en/
For further information, please contact:
Investors Investors@carbonrev.com
Media Media@carbonrev.com
Twin Ridge Capital Acqui... (NYSE:TRCA)
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