| 2021-12-21 |
股东大会：
将于2022-01-12召开股东大会
会议内容 ▼▲
- 1.NewCo will be the ultimate parent company of Tritium and the Tritium Subsidiaries (following the Share Transfer) and of DCRN (following the Merger);
2.DCRN will be the surviving company in the Merger and will be a wholly owned subsidiary of NewCo;
3.At the effective time of the Merger (the “Effective Time”), the following events will take place simultaneously:(1)NewCo Ordinary Shares will be issued to Tritium shareholders in accordance with the terms of the Share Transfer Agreement;(2)Each share of DCRN’s Class B Common Stock, par value $0.0001 per share (“DCRN Class B Common Stock” and together with the DCRN Class A Common Stock, the “DCRN Common Stock”), which are held by the Decarbonization Plus Acquisition Sponsor II, LLC, a Delaware limited liability company (“DCRN Sponsor”) and DCRN’s independent directors (together with DCRN Sponsor, the “DCRN initial stockholders”), will be cancelled and converted into one validly issued, fully paid and nonassessable share of DCRN Class A Common Stock in accordance with DCRN’s amended and restated certificate of incorporation dated February 3, 2021 (the “DCRN Charter”);(3)By virtue of the Merger and without any action on the part of DCRN, NewCo, Merger Sub or the holders of any of the following securities:(a)all shares of DCRN Common Stock held in the treasury of DCRN will be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto;(b)each share of DCRN Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of DCRN Class A Common Stock with respect to which a holder of DCRN public shares (a “DCRN public stockholder”) has validly exercised its redemption rights in accordance with the DCRN Charter (the “Redemption Shares”) but including DCRN Class A Common Stock issued upon conversion of the DCRN Class B Common Stock (such shares of DCRN Class B Common Stock, the “DCRN Founder Shares”)) will be cancelled and converted into and exchanged for one validly issued, fully paid and nonassessable NewCo Ordinary Share (the “Per Share Merger Consideration”);(c)each share of Merger Sub common stock, consisting of 1,000 shares of common stock, par value of $0.01 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of DCRN as the surviving corporation in the Merger;(d)NewCo will assume the Warrant Agreement, dated February 3, 2021, between DCRN and Continental Stock Transfer and Trust Company, as warrant agent, (the “DCRN Warrant Agreement”) and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRN warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a NewCo Warrant. Each NewCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (A) each NewCo Warrant will be exercisable solely for NewCo Ordinary Shares; (B) the number of NewCo Ordinary Shares subject to each NewCo Warrant will be 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 the NewCo Ordinary Shares issuable upon exercise of such NewCo Warrant will be equal to the per share exercise price for the shares of DCRN Class A Common Stock subject to the applicable DCRN warrant, as in effect immediately prior to the Effective Time.
4.Each Redemption Share that will be redeemed at the Effective Time will not be entitled to receive the Per Share Merger Consideration and will be converted into the right to receive from DCRN, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights. Please see the section entitled “The Business Combination—Conversion of Securities” for additional information. At or as promptly as practical after the Effective Time, DCRN will make such cash payments in respect of each such Redemption Share. As of the Effective Time, all such Redemption Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a Redemption Share (or related certificate or book-entry share) will cease to have any rights with respect thereto, except the right to receive such cash payments from DCRN.
5.In the event that the DCRN Class A Common Stock and DCRN warrants comprising a single unit of DCRN sold in DCRN’s initial public offering of units (the “DCRN IPO” and such units the “DCRN units”) have not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the Share Exchange, Warrant Conversion and Share Transfer, any and all DCRN units will be automatically detached and broken out into their constituent parts, such that a holder of one DCRN unit will hold one share of DCRN Class A Common Stock and one-third of one DCRN warrant, and the underlying DCRN Class A Common Stock and DCRN warrants will be converted in accordance with the Business Combination Agreement. However, if the detachment would result in a holder of a DCRN warrant, sold as part of the DCRN units in the DCRN IPO (the “DCRN public warrants”) holding a fractional DCRN public warrant, then prior to the conversion the number of DCRN public warrants deemed to be held by such holder will be rounded down to the nearest whole number.
6.Consider and vote upon, on a non-binding advisory basis, a proposal to approve the governance provisions contained in the constitution of NewCo (the “Constitution”) that materially affect DCRN stockholder rights, presented separately in accordance with the U.S. Securities and Exchange Commission (the “SEC”) guidance (the “NewCo Constitution Proposal” or “Proposal No. 2”). The full text of the Constitution is attached to this proxy statement/prospectus as Annex B.
7.Consider and vote upon a proposal to approve the adjournment of the DCRN special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the NewCo Constitution Proposal, the “Proposals”).
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