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 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 definitive 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. The definitive proxy statement/prospectus
included in the Registration Statement is being mailed to stockholders of DCRC
as of the record date established for voting on the proposed business
combination. Stockholders may also obtain a copy of the Registration Statement,
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 is included in the Registration
Statement, 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 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 and Section 21E of the Exchange Act,
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 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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