OIC Facility Brings Expected Capital
Available in Connection with the Proposed Business Combination with
Twin Ridge Capital Acquisition Corp. to up to US$230
Million
Facility Expected to Provide Significant New
Funding for Advancing Company’s Growth Strategy
Carbon Revolution Limited (“Carbon Revolution” or the
“Company”), a Tier 1 OEM supplier and a leading global manufacturer
of lightweight advanced technology carbon fiber wheels, announced
that Carbon Revolution Public Company Limited, a public limited
company incorporated in Ireland (“Carbon Revolution plc” or
“MergeCo”) has entered into a Structured Equity Facility of up to
US$110 million 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.
In parallel with Carbon Revolution plc securing this strategic
investment, the Company is progressing its pending SPAC merger with
Twin Ridge Capital Acquisition Corp. (NYSE: TRCA) (“Twin Ridge” or
“TRCA”) which is expected to complete during October 2023. The
completion of this transaction will result in Carbon Revolution plc
becoming the parent of Carbon Revolution and its subsidiaries and
listing on an exchange in the United States.
The facility brings the expected capital available in connection
with the proposed Business Combination with Twin Ridge to US$230
million including US$60 million asset-backed financing with PIUS
Limited LLC, a Gallagher company, that was closed and fully funded
in May 2023, as well as a US$60 million Committed Equity
Facility.
Last week, the Company announced Board appointments of four
U.S.-based senior automotive executives including former General
Motors Vice Chairman Bob Lutz. Other appointees include: Burt
Jordan, former Vice President of Global Purchasing Operations and
Supply Chain Sustainability at Ford Motor Company; Jacqueline A.
Dedo, co-founder of Aware Mobility LLC; and Matti Masanovich,
Senior Vice President and Chief Financial Officer of Catalent. The
appointments become effective upon completion of the proposed
combination with appointees serving on the Board of Directors of
Carbon Revolution plc.
Under the agreement with OIC, and subject to the satisfaction of
certain conditions, Carbon Revolution plc will issue Class A
Preferred Shares and a warrant to OIC with respect to up to 19.99%
of the MergeCo ordinary shares to be outstanding upon closing of
the Business Combination (on a fully diluted basis) in exchange for
initial gross proceeds of US$35 million. Further proceeds will be
available in tranches upon satisfaction of certain conditions,
comprising up to US$35 million and a further US$40 million in
aggregate proceeds, the final tranche to be used for the
development, construction, or retooling of future manufacturing
facilities.
“We are very excited about this capital partnership with OIC.
Their collaborative approach and an investment strategy that
focuses on sustainable transportation efficiency make OIC a great
fit for our next stage of growth. The partnership will provide
capital to enable Carbon Revolution to capture the accelerating
demand for our carbon fiber wheels, as the global automotive
industry shifts rapidly to electrification,” said CEO and Managing
Director, Jake Dingle.
“OIC is excited to finalize our capital partnership with Carbon
Revolution, which will support the Company’s growth plans and
infrastructure expansion,” said Chris Leary, Investment Partner and
Head of Infra Equity at OIC. “We believe that Carbon Revolution’s
innovative and proven product will be instrumental in supporting EV
adoption and overall vehicle efficiency, driven by a multiyear
backlog from industry leading OEMs.”
Carbon Revolution is experiencing strong growth in demand for
its carbon fiber wheels. As the Company announced on August 31, it
has been awarded a further 5 programs since August 2022 -including
the first 2 for electric vehicles (EVs) - taking total awarded to
181 programs with six global OEMs including Ford Motor Company,
General Motors Company, Renault, Ferrari N.V. and Jaguar Land
Rover. The Company’s backlog has more than doubled since October
2022 to US$680 million,2 due primarily to new program awards, with
almost 50% of backlog for EVs. The commissioning of the first phase
of the Mega-line is progressing well with customer wheels in
production and additional capacity expected to be added through to
2025.
Carbon Revolution is focused on further expanding its footprint
in the rapidly growing market for EVs. The Company’s wheels weigh
up to 50% less than comparable aluminum wheels, and can provide up
to 5% to 10% increase to EV vehicle range.3
Carbon Revolution’s wheels significantly reduce unsprung mass,
which greatly improves efficiency, while also helping leading
global automakers to comply with the Corporate Average Fuel Economy
(CAFE) targets set by the National Highway Traffic Safety
Administration (NHTSA). These benefits have contributed to the
award of 2 OEM EV wheel programs in recent months.
The Company initially penetrated the performance and premium end
of the market with wheel programs for vehicles including Ford’s GT
and Shelby Mustang GT350R and GT500, Ferrari’s 488 Pista, F8
Tributo, SF90 Stradale, 812 Competizione and 296 GTB, Renault’s
Megane RS Trophy R, and GM’s Chevrolet Corvette Z06 and E-Ray. As
the global automotive industry shifts to electric power, Carbon
Revolution is well positioned to capture OEM demand for
weight-saving efficiency technologies.
The financing was secured in connection with the Business
Combination following the November 2022 signing of a definitive
business combination agreement with Twin Ridge and accompanying
scheme implementation deed (“SID”) that is expected to result in
the Carbon Revolution business becoming publicly listed in the U.S.
via a series of transactions, including a scheme of arrangement.
Upon closing of the transactions, MergeCo will acquire both the
Company and TRCA and the ordinary shares and warrants of MergeCo
are expected to trade on Nasdaq. Carbon Revolution’s shares will
cease to be quoted on the ASX.
For more details about the OIC financing, please refer to the
Company’s ASX announcement, a copy of which was filed with the SEC,
here.
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. 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
About OIC
With approximately $3.5 billion in assets under management, OIC
invests in North America and select international markets. OIC’s
unique partnership approach – for entrepreneurs, by entrepreneurs –
cultivates creative credit, equity, and growth capital solutions to
help middle market businesses scale and deploy sustainable
infrastructure. OIC’s target investment sectors include energy
efficiency, digital infrastructure, social infrastructure,
sustainable power generation, renewable fuels, waste &
recycling, water, transportation, and agriculture. OIC was founded
in 2015 by a team of energy and sustainability veterans, successful
infrastructure investors, and former asset owners and industry
operators. Across OIC’s platform is a team of 40 professionals
based in New York, Houston and London. For more information, please
visit oic.com
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 Nasdaq 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, 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 the Registration Statement, 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
reports 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 is included in the definitive proxy
statement/prospectus relating to the proposed Business Combination.
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
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, 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 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 conflict; (xii) the outcome of any legal proceedings
that may be instituted against TRCA, CBR or any of their respective
directors or officers; (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, 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.
1 Lifetime awards, of which 6 are in production, 7 are in
development and 5 are in aftersales. 2 Backlog as of 10/32/2022 and
5/29/2023. Backlog (remaining lifetime gross program projected
revenue) is based on awarded programs and excludes programs that
are contracted for engineering. Please see Disclaimer, Risk Factors
and Projection Methodologies for important details in the
Preliminary FY23 Financial Results (Unaudited) here. 3 If
associated weight reduction were to be reinvested in battery mass;
top end of range assumes further benefits derived from additional
aerodynamic, NVH (noise, vibration and harshness), and structural
enhancements.
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For further information, please contact: Investors
Investors@carbonrev.com Media Media@carbonrev.com
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