Solid Power Inc. executed the non-binding letter of intent to acquire Decarbonization Plus Acquisition Corporation III from a group of shareholders for $1.6 billion in a reverse merger transaction.

Solid Power Inc. executed the non-binding letter of intent to acquire Decarbonization Plus Acquisition Corporation III (NasdaqCM:DCRC) from a group of shareholders for $1.6 billion in a reverse merger transaction on April 13, 2021. Solid Power Inc. entered into a definitive agreement to acquire Decarbonization Plus Acquisition Corporation III from a group of shareholders in a reverse merger transaction on June 15, 2021. In connection with the business combination, DCRC and Solid Power entered into separate subscription agreements with a number of investors, pursuant to which the investors agreed to purchase, and DCRC agreed to sell, an aggregate of 16.5 million shares of DCRC Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $165 million, in a private placement. On October 27, 2021, DCRC and Solid Power entered into an additional subscription agreement with SK Innovation Co., Ltd. pursuant to which it agreed to purchase 3 million shares of DCRC Class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $30 million. Upon completion, Solid Power existing shareholder will own 67% of the pro forma company, DCRC shareholders will own 19%, founder shareholders will own 5% and PIPE investors will own 9% of the pro forma company. Upon closing of the transaction, the combined company will be named “Solid Power, Inc.” and its common stock and warrants are expected to trade on NASDAQ under the new ticker symbol “SLDP” and “SLDP WS,” respectively. Upon closing of the transaction and assuming no redemptions by DCRC public stockholders, Solid Power is expected to have approximately $600 million in cash, including a $165 million fully committed PIPE transaction anchored by investors Koch Strategic Platforms, Riverstone Energy Limited, Neuberger Berman funds and Van Eck Associates Corporation.

Upon closing, Solid Power is expected to have a nine-person board composed of a majority of independent directors and will continue to be led by Solid Power's existing management team. Immediately after the closing of the transaction, Board of Decarbonization Plus Acquisition Corporation III will comprise of Douglas Campbell as Chief Executive Officer and Class I Director, David B. Jansen as President and Class III Director, Joshua R. Buettner-Garrett as Chief Technology Officer, Stephen C. Fuhrman as Chief Financial Officer, Derek C. Johnson as Chief Operating Officer, Erik Anderson as Class I Director, Rainer Feurer as Class III Director, Steven H. Goldberg as Class II Director and Robert M. Tichio as Class I Director. As of October 6, 2021, John Stephens has been appointed as Chief Financial Officer. Transaction is subject to approval by shareholders of Solid Power and DCRC, expiration or termination under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, listing of DCRC Class A Common Stock on the NASDAQ, or another national securities exchange mutually agreed to by the parties, as of the closing date, the Registration Statement shall have been declared effective under the Securities Act, DCRC shall have at least $5,000,001 of net tangible assets following the exercise of redemption rights and DCRC shall have delivered a copy of the Registration Rights Agreement duly executed by DCRC and the DCRC stockholders party thereto. The boards of directors of both Solid Power and DCRC have unanimously approved the proposed transaction. The waiting period under the HSR Act expired on August 9, 2021. Decarbonization Plus Acquisition Corporation III shareholder will hold a meeting on December 7, 2021 to approve the transaction. As of November 10, 2021, Decarbonization Plus Acquisition Corporation III and Solid Power, Inc. announce Effectiveness of Registration Statement. The agreement, Director Election Proposal and NASDAQ approval for purposes of complying with applicable listing rules of the Nasdaq Capital Market got approved by DCRC stockholders at the special meeting. The transaction is expected to be completed in the fourth quarter of 2021.

Charlie Bullock, Craig DeDomenico, Bill Bunting, Kevin Emerson, Alysa Craig, Mark White, Elise Le and Brooks Hopple of Stifel, Nicolaus & Company, Incorporated acted as financial advisors to Solid Power. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as financial advisors to DCRC. J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Stifel, Nicolaus & Company, Incorporated acted as PIPE placement agents to DCRC. Robert O'Connor, Ethan Lutske, Adam Shevell, Myra Sutanto Shen, Brandon Gantus, Joshua Gruenspecht, Peter Mostow, Anne Seymour, Jim McCann, Martin Sul, David Perry, Matt Staples, Megan Kayo and Mark B. Baudler of Wilson Sonsini Goodrich & Rosati, P.C. acted as the legal advisors to Solid Power, Dan Komarek, Ramey Layne and Devika Kornbacher of Vinson & Elkins LLP are acting as the legal advisors to DCRC, Cleary Gottlieb Steen & Hamilton LLP acted as the legal advisor to the M&A advisors and Mayer Brown LLP is acting as legal advisor to the placement agents on the PIPE transaction. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent and registrar to Decarbonization Plus Acquisition Corporation III. Morrow & Co., LLC served as proxy solicitor to Decarbonization Plus Acquisition Corporation and will receive a fee of $32,500 plus disbursements. Needham & Company and Roth Capital Partners served as Capital Markets Advisors to DCRC. Mayer Brown LLP served as legal counsel to the placement agents on the PIPE transaction.