Item 7.01 Regulation FD Disclosure
On
Item 8.01 Other Events
As previously announced, on
Waiver of the Minimum Cash Condition
Under the terms of the Business Combination Agreement, it is a condition
precedent to the respective obligations of Tritium, NewCo and Merger Sub to
consummate the Business Combination that, as of the closing of the Business
Combination (the "Closing"), the amount of funds contained in the Company's
trust account (the "Trust Account") (net of the aggregate amount of cash
proceeds required to satisfy any exercise by the Company's shareholders of their
redemption rights and net of the Company's fees and expenses incurred in
connection with the Business Combination) plus the amount of cash proceeds to
NewCo resulting from any private placements of ordinary shares in the capital of
NewCo ("NewCo Ordinary Shares") consummated in connection with the Closing be at
least
The Closing is expected to occur on
Post-Closing Financing
After Closing, NewCo expects to pursue additional financing in order to fund its
capital needs (the "Post-Closing Financing"). NewCo also expects to receive
backstop commitments from certain existing shareholders of Tritium and certain
affiliates of the Company's sponsor (the "Sponsor") to purchase, at the option
of NewCo, an aggregate of up to
Ownership of NewCo
Assuming the redemption of an estimated 35 million shares of the Company's Class A common stock and the shares issued pursuant to the PIPE and the Backstop Commitment, there are expected to be approximately 144.3 million NewCo Ordinary Shares outstanding following the consummation of the Business Combination. If the Post-Closing Financing involves the full Backstop Commitment, former Tritium shareholders are expected to own approximately 86.0% of the outstanding NewCo Ordinary Shares, former public stockholders of the Company are expected to own approximately 3.6% of the outstanding NewCo Ordinary Shares, the Sponsor and its affiliates are expected to own approximately 9.3% of the outstanding NewCo Ordinary Shares, and the PIPE investor is expected to own approximately 1.0% of the outstanding NewCo Ordinary Shares.
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The anticipated cash balance and ownership percentages presented herein are based on the assumptions set forth above and are subject to change based on, among other things, revocation of redemption elections; the source and amount of the Post-Closing Financing; the satisfaction or waiver of the closing conditions set forth in the New Debt Facility and the PIPE, or any amendments thereto; and any closing fees or expenses being deferred or settled in NewCo Ordinary Shares.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 99.1 Press release datedJanuary 12, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Legend Information Forward-Looking Statements
Certain statements made in this document are "forward-looking statements" with
respect to the proposed Business Combination and including statements regarding
the Closing, NewCo's anticipated cash balance after the Closing, estimated
redemptions, the consummation of the PIPE and the Post-Closing Financing. These
forward-looking statements generally are identified by the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "targets," "may," "will," "should," "would," "will be,"
"will continue," "will likely result," "future," "propose," "strategy,"
"opportunity" and variations of these words or similar expressions (or the
negative versions of such words or expressions) that predict or indicate future
events or trends or are not statements of historical matters are intended to
identify forward-looking statements. 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, guarantees, assurances, predictions or
definitive statements of fact or probability regarding future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside NewCo's, Tritium's or the Company's control, that could cause actual
results or outcomes to differ materially from those discussed in the
forward-looking statements. Important factors, among others, that may affect
actual results or outcomes include the inability to complete the Business
Combination, the PIPE or the Post-Closing Financing in a timely manner or at all
(including due to the failure to receive required stockholder or shareholder, as
applicable, approvals, or the failure of other closing conditions such as the
receipt of certain governmental and regulatory approvals), which may adversely
affect the price of the Company's securities; the inability of the Business
Combination to be completed by the Company's business combination deadline and
the potential failure to obtain an extension of the business combination
deadline if sought by the Company; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business
Combination, the PIPE or the Post-Closing Financing; the inability to recognize
the anticipated benefits of the proposed Business Combination; the inability to
obtain or maintain the listing of NewCo's shares on a national exchange
following the proposed Business Combination; costs related to the proposed
Business Combination; the risk that the proposed Business Combination disrupts
current plans and operations, business relationships or business generally as a
result of the announcement and consummation of the proposed Business
Combination; NewCo's ability to manage growth; NewCo's ability to execute its
business plan and meet its projections; potential disruption in NewCo's employee
retention as a result of the Business Combination; potential litigation,
governmental or regulatory proceedings, investigations or inquiries involving
NewCo, Tritium or the Company, including in relation to the Business
Combination; changes in applicable laws or regulations and general economic and
market conditions impacting demand for Tritium's or NewCo's products and
services; and other risks and uncertainties indicated from time to time in the
proxy statement/prospectus relating to the proposed Business Combination,
including those under "Risk Factors" therein, and in the Company's other filings
with the
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Additional Information about the Business Combination and Where to Find It
In connection with the proposed Business Combination, NewCo, which will be the
going-forward public company, has filed a registration statement on Form F-4
with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the proposed Business Combination. A list of the names of those directors and
executive officers and a description of their interests in the Company is
contained in the Company's filings with the
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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