Item 3.02. Unregistered Sale of Equity Securities.

As previously announced, on June 15, 2021, Decarbonization Plus Acquisition Corporation III, a Delaware corporation ("DCRC"), DCRC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of DCRC ("Merger Sub"), and Solid Power, Inc., a Colorado corporation (the "Company"), entered into a business combination agreement and plan of reorganization (the "Business Combination Agreement"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger," and, together with the other transactions related thereto, the "Proposed Transactions"), with the Company surviving the Merger as a wholly owned subsidiary of DCRC (the "Surviving Corporation").

As previously announced in connection with the execution of the Business Combination Agreement, on June 15, 2021, DCRC and the Company entered into separate subscription agreements (collectively, the "Signing Subscription Agreements") with a number of investors (collectively, the "Signing Subscribers"), pursuant to which the Signing Subscribers agreed to purchase, and DCRC agreed to sell to the Signing Subscribers, an aggregate of 16,500,000 shares of DCRC Class A Common Stock (the "Signing PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $165,000,000, in a private placement (the "Signing PIPE").

On October 27, 2021, DCRC and the Company entered into a subscription agreement (the "Additional Subscription Agreement" and, together with the Signing Subscription Agreements, the "Subscription Agreements") with SK Innovation Co., Ltd. (the "Additional Subscriber" and, together with the Signing Subscribers, the "Subscribers"), pursuant to which the Additional Subscriber agreed to purchase, and DCRC agreed to sell to the Additional Subscriber, 3,000,000 shares of DCRC Class A Common Stock (the "Additional PIPE Shares" and, together with the Signing PIPE Shares, the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $30,000,000, in a private placement (the "Additional PIPE" and, together with the Signing PIPE, the "PIPE"), which resulted in aggregate PIPE subscriptions of $195,000,000.

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the closing of the Merger (the "Closing" and the date of the Closing, the "Closing Date").

Pursuant to the Subscription Agreements, DCRC agreed that, within 30 calendar days after the Closing Date, DCRC will file with the Securities and Exchange Commission (the "SEC") (at DCRC's sole cost and expense) a registration statement registering the resale of the PIPE Shares (the "PIPE Resale Registration Statement"), and DCRC will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof.

The offering of the securities of DCRC that may be issued in connection with the Subscription Agreements has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 27, 2021, the Company issued a press release announcing, among other things, the Additional PIPE and execution of the Additional Subscription Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. 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 or the Exchange Act.





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Important Information for Investors and Stockholders

This communication is being made in respect of the proposed transaction involving DCRC and the Company. 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 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 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 the Solicitation

DCRC and the Company 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.

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, the Company 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, including the information contained in the referenced press release, 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 the Company'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 the Company, 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





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required by applicable law, DCRC and the Company 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 the Company 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 the Company. 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 the Company 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 the Company's current plans and operations as a result of the announcement of the transactions; (v) the Company's ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the Company 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 the Company's business plan and the timing of expected business milestones, (ix) the effects of competition on the Company's business, (x) supply shortages in the materials necessary for the production of the Company'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 the Company 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.

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits.




Exhibit No.                                    Exhibit

99.1                Form of Subscription Agreement (incorporated by reference to
                  Exhibit 99.1 to DCRC's Current Report on Form 8-K (File
                  No. 001-40284) filed with the SEC on June 15, 2021).

99.2                Press Release, dated October 27, 2021.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).




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