Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On October 14, 2021, Decarbonization Plus Acquisition Corporation III (the
"Company") issued an unsecured promissory note (the "Note") in the principal
amount of $1,500,000 to Decarbonization Plus Acquisition Sponsor III LLC (the
"Sponsor"). The Note does not bear interest and is repayable in full upon
consummation of the Company's initial business combination (a "Business
Combination"). If the Company does not complete a Business Combination, the Note
shall not be repaid and all amounts owed under it will be forgiven. Upon the
consummation of a Business Combination, the Sponsor shall have the option, but
not the obligation, to convert all or a portion of the unpaid principal balance
of the Note into that number of warrants to purchase one share of Class A Common
Stock, $0.0001 par value per share, of the Company (the "Working Capital
Warrants") equal to the principal amount of the Note so converted divided by
$1.50. The terms of the Working Capital Warrants will be identical to the terms
of the warrants issued by the Company to the Sponsor in a private placement that
took place simultaneously with the Company's initial public offering. The Note
is subject to customary events of default, the occurrence of which automatically
trigger the unpaid principal balance of the Note and all other sums payable with
regard to the Note becoming immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Promissory Note, dated October 14, 2021, issued by the Company to
the Sponsor
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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