TRITIUM DCFC LIMITED Item 7.01 Regulation FD Disclosure
As previously announced by
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation relating to the Business Combination.
Such exhibit and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
99.1 Investor Presentation.
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 benefits of the Business Combination, the anticipated timing of the Business Combination, the anticipated consummation and timing of the private offering of NewCo Ordinary Shares to a certain investor (the "PIPE Financing"), the services offered by Tritium and the markets in which it operates, and NewCo's projected future results. 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 or the PIPE 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 satisfaction
of the minimum trust account amount following redemptions by the Company's
public stockholders and 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 or the PIPE 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
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, intends to file 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
--------------------------------------------------------------------------------
Registration Statement for the proposed Business Combination when available. NewCo and Tritium and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the Registration Statement for the proposed Business Combination when available.
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 or an exemption therefrom.
--------------------------------------------------------------------------------
© Edgar Online, source
