Item 7.01 Regulation FD Disclosure
As previously announced by Decarbonization Plus Acquisition Corporation III
("DCRC"), on June 15, 2021, DCRC, DCRC Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of the DCRC ("Merger Sub"), and Solid Power, Inc., a
Colorado corporation ("Solid Power"), entered into a business combination
agreement and plan of reorganization (as amended on October 12, 2021 by the
First Amendment to the Business Combination Agreement, the "Business Combination
Agreement"), pursuant to which Merger Sub will be merged with and into Solid
Power (the "Merger," together with the other transactions related thereto, the
"Proposed Transactions"), with Solid Power surviving the Merger as a wholly
owned subsidiary of DCRC (the "Surviving Corporation").
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 previously
announced Proposed Transactions.
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.
Important Information for Investors and Stockholders
This communication is being made in respect of the proposed transaction
involving DCRC and Solid Power. A full description of the terms of the
transaction is provided in the registration statement on Form S-4 (File
No. 333-258681) (the "Registration Statement") filed with the Securities and
Exchange Commission (the "SEC") by DCRC. The Registration Statement includes a
prospectus with respect to the combined company's securities to be issued in
connection with the business combination and a preliminary proxy statement with
respect to the stockholder meeting of DCRC to vote on the business combination.
Additionally, DCRC will file other relevant materials with the SEC in connection
with the business combination. Copies may be obtained free of charge at the
SEC's web site at www.sec.gov. Security holders of DCRC are urged to read the
proxy statement/prospectus, including all amendments and supplements thereto,
and the other relevant materials when they become available before making any
voting decision with respect to the proposed business combination because they
will contain important information about the business combination and the
parties to the business combination. After the Registration Statement is
declared effective, the definitive proxy statement/prospectus included in the
Registration Statement will be mailed to stockholders of DCRC as of a record
date to be established for voting on the proposed business combination. Once
available, stockholders will also be able to obtain a copy of the S-4, including
the proxy statement/prospectus, and other documents filed with the SEC without
charge, by directing a request to: Decarbonization Plus Acquisition Corporation
III, 2744 Sand Hill Road, Suite 100, Menlo Park, California 94025. The
information contained on, or that may be accessed through, the websites
referenced herein is not incorporated by reference into, and is not a part of,
this filing.
Participants in Solicitation
DCRC and Solid Power and their respective directors and officers may be deemed
participants in the solicitation of proxies of DCRC's stockholders in connection
with the proposed business combination. Security holders may obtain more
detailed information regarding the names, affiliations and interests of certain
of DCRC's executive officers and directors in the solicitation by reading DCRC's
definitive proxy statement/prospectus, which will become available after the
Registration Statement has been declared effective by the SEC, DCRC's final
prospectus for its initial public offering filed with the SEC on March 25, 2021,
and other relevant materials filed with the SEC in connection with the business
combination when they become available. Information concerning the interests of
DCRC's participants in the solicitation, which may, in some cases, be different
than those of DCRC's stockholders generally, is set forth in the preliminary
proxy statement/prospectus relating to the proposed business combination.
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No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or constitute a solicitation of any vote or
approval in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities of DCRC, Solid
Power or the combined company, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities
Act.
Forward Looking Statements
The information herein includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including DCRC's or Solid Power's
or their management teams' expectations, hopes, beliefs, intentions or
strategies regarding the future. All statements, other than statements of
present or historical fact included herein, regarding DCRC's proposed
acquisition of Solid Power, DCRC's ability to consummate the transaction, the
benefits of the transaction and the combined company's future financial
performance, as well as the combined company's strategy, future operations,
estimated financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking statements.
When used herein, the words "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the negative of such
terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying
words. These forward-looking statements are based on management's current
expectations and assumptions about future events and are based on currently
available information as to the outcome and timing of future events. Except as
otherwise required by applicable law, DCRC and Solid Power disclaim any duty to
update any forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances after the
date hereof. DCRC and Solid Power caution you that these forward-looking
statements are subject to numerous risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of either DCRC or
Solid Power. In addition, DCRC cautions you that the forward-looking statements
contained herein are subject to the following factors: (i) the occurrence of any
event, change or other circumstances that could delay the business combination
or give rise to the termination of the agreements related thereto; (ii) the
outcome of any legal proceedings that may be instituted against DCRC or Solid
Power following announcement of the transactions; (iii) the inability to
complete the business combination due to the failure to obtain approval of the
stockholders of DCRC, or other conditions to closing in the transaction
agreement; (iv) the risk that the proposed business combination disrupts DCRC's
or Solid Power's current plans and operations as a result of the announcement of
the transactions; (v) Solid Power's ability to realize the anticipated benefits
of the business combination, which may be affected by, among other things,
competition and the ability of Solid Power to grow and manage growth profitably
following the business combination; (vi) costs related to the business
combination; (vii) changes in applicable laws or regulations; (viii) rollout of
Solid Power's business plan and the timing of expected business milestones,
(ix) the effects of competition on Solid Power's business, (x) supply shortages
in the materials necessary for the production of Solid Power's products,
(xi) risks related to original equipment manufacturers and other partners being
unable or unwilling to initiate or continue business partnerships on favorable
terms, (xii) the termination or reduction of government clean energy and
electric vehicle incentives, (xiii) delays in the construction and operation of
production facilities, (xiv) the amount of redemption requests made by DCRC's
public stockholders, (xv) changes in domestic and foreign business, market,
financial, political and legal conditions, and (xvi) the possibility that Solid
Power may be adversely affected by other economic, business, and/or competitive
factors. Should one or more of the risks or uncertainties described herein, or
should underlying assumptions prove incorrect, actual results and plans could
differ materially from those expressed in any forward-looking statements.
Additional information concerning these and other factors that may impact the
operations and projections discussed herein can be found in DCRC's periodic
filings with the SEC, including DCRC's final prospectus for its initial public
offering filed with the SEC on March 25, 2021, and the Registration Statement
filed in connection with the business combination. DCRC's SEC filings are
available publicly on the SEC's website at www.sec.gov.
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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).
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