SPAC shareholders give green light for Tritium's NASDAQ listing

SPAC shareholders give green light for Tritium's NASDAQ listing

Shareholders in a US-based special purchase acquisition company (SPAC) have approved a merger with Tritium, paving the way for the Brisbane-based electric vehicle DC fast charger manufacturer to list on the NASDAQ by the end of this week.

The announcement follows a deal struck in May 2021 between Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN) and Tritium with expected proceeds of US$403 million (AUD$553 million) to support a global roll-out of new production facilities.

Early this morning Australian time, DCRN announced 96.6 per cent of votes cast and 58 per cent of outstanding shares in common stock were in favour of approving the combination, which is expected to close tonight (13 January, USA).

"The ordinary shares and warrants of Tritium DCFC Limited ("NewCo"), the going-forward public company, are expected to commence trading on the NASDAQ under the symbols "DCFC" and "DCFCW," respectively, on January 14, 2022," the company stated.

DCRN's current market capitalisation stands at US$468.9 million with a price of US$9.32 per share, although last year's merger announcement indicated the combined entity would be worth US$1.2 billion (AUD$1.64 billion).

The combination was also contingent on three parties - Tritium, Tritium DCFC Limited, NewCo and Hulk Merger Sub, Inc - waiving a minimum cash condition, which was agreed upon.

"After Closing, NewCo expects to pursue additional financing in order to fund its capital needs," DCRN stated.

"NewCo also expects to receive backstop commitments from certain existing shareholders of Tritium and certain affiliates of DCRN's sponsor to purchase, at the option of NewCo, an aggregate of up to $45 million of NewCo Ordinary Shares at a purchase price of $6.00 per share within a specified period of time after.

The new listed entity for Tritium is expected to have a cash balance of approximately US$120 million after closing and post-closing financing is completed. If backstop financing is secured,  former Tritium shareholders are expected to own 86 per cent of the new entity.

"NewCo is expected to have outstanding approximately $35 million of deferred payments triggered by the business combination, which includes payment of certain share-based compensation and related taxes under Tritium's incentive plans and repayment of a shareholder loan; $48 million of deferred fees and expenses related to the business combination, and approximately $90 million of long-term indebtedness, consisting of the new debt facility, outstanding as of the closing," DCRN stated.

Tritium has made several announcements in recent months including the launch of one of the world’s largest and highest-powered electromagnetic compatibility (EMC) testing chambers in Brisbane in November, followed in December by a fresh contract for Osprey's electric vehicle charging network in the UK and a strategic partnership with Aqua superPower to electrify transportation on the world’s waterways.

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