Proceeds to Progress Ongoing Investment in
Mega-line Automation, Capacity Expansion, Repayment of Existing
Debt, and General Working Capital
Carbon Revolution Limited (“CBR”, “Carbon Revolution” or the
“Company”), a Tier 1 OEM supplier and a leading global manufacturer
of lightweight advanced technology carbon fiber wheels, announced
the establishment of a US$60 million debt financing arranged and
insured by PIUS Limited LLC, a Gallagher company, and its
affiliates (the “Financing”). Net proceeds from the four-year
program will be partly used to repay key existing lenders, with the
remainder of the capital used to fund further Mega-line automation,
capacity expansion, and provide general working capital to support
the Company’s forecast growth. The Financing will be secured by the
group’s assets, including its intellectual property.
“The funds raised in this financing will progress our ongoing
capacity build out, further automation of the facility to reduce
our cost structure, and provide us with working capital to support
our growth forecasts, without dilution,” said Carbon Revolution CEO
and Managing Director, Jake Dingle. “As the automotive industry
shifts rapidly to electrification we are well-positioned to capture
this accelerating demand.”
The Financing comes at a fixed interest rate of 8.5% per annum
with interest-only payments for the first 18 months. The Financing
will assist with the delivery of the 11 lightweight wheel programs
currently awarded to Carbon Revolution by four leading global
automakers including Ford Motor Company, General Motors Company and
Ferrari N.V, as well as three additional programs under engineering
contracts.
Carbon Revolution is focused on further expanding its footprint
in the rapidly growing market for electric vehicles (EVs). The
Company’s wheels weigh up to 50% less than comparable aluminum
wheels, and can provide up to 5% to 10% increase to EV vehicle
range1.
Carbon Revolution’s wheels significantly reduce unsprung mass
which greatly improves efficiency, while also helping leading
global automakers to comply with the Corporate Average Fuel Economy
(CAFE) targets set by the National Highway Traffic Safety
Administration (NHTSA). These benefits have contributed to the
award of two OEM EV wheel programs in recent months.
The Company initially penetrated the performance and premium end
of the market with wheel programs for vehicles including Ford’s GT
and Shelby Mustang GT350R and GT500, Ferrari’s 488 Pista, F8
Tributo, SF90 Stradale, 812 Competizione and 296 GTB, Renault’s
Megane RS Trophy R, and GM’s Chevrolet Corvette Z06 and E-Ray. As
the global automotive industry shifts to electric power, Carbon
Revolution is well positioned to capture OEM demand for
weight-saving efficiency technologies.
“In the escalating race to achieve supreme efficiency in
automotive vehicles, Carbon Revolution has designed and
manufactured some of the most technologically advanced carbon fiber
composite wheels, with an extensive IP portfolio spanning multiple
jurisdictions,” said PIUS CEO, Joe Agiato. “In addition to our
excitement in helping Carbon Revolution leverage its IP to become
listed in the United States the PIUS team is enthused about
bringing insured technology financing to the Australian market. We
look forward to being a part of Carbon Revolution’s future global
growth.”
The Financing was secured in connection with the SPAC merger
process following the November 2022 signing of a definitive
business combination agreement with Twin Ridge Capital Acquisition
Corp. (“Twin Ridge” or “TRCA”) (NYSE: TRCA) and accompanying scheme
implementation deed (“SID”) that is expected to result in the
Carbon Revolution business becoming publicly listed in the U.S. via
a series of transactions, including a scheme of arrangement. Upon
closing of the transactions, a newly-formed Irish company (also
called Carbon Revolution Limited) (“MergeCo”) will acquire both the
Company and TRCA and the ordinary shares and warrants of MergeCo
are expected to trade on the Nasdaq. Carbon Revolution’s shares
will cease to be quoted on the ASX.
ABOUT CARBON REVOLUTION
Carbon Revolution is an Australian technology company, which has
successfully innovated, commercialized and industrialized the
advanced manufacture of carbon fiber wheels for the global
automotive industry. The Company has progressed from single
prototypes to designing and manufacturing high-performing wheels
for some of the fastest street cars and most prestigious brands in
the world. Carbon Revolution is creating a significant and
sustainable advanced technology business that supplies its
lightweight wheel technology to automotive manufacturers around the
world.
For more information, visit carbonrev.com
ABOUT PIUS
PIUS Limited, LLC, a Gallagher company, is a managing general
underwriter with extensive expertise in evaluating IP and
high-growth technology-driven companies. It offers a proprietary
insurance product for growing technology companies, which utilizes
a company’s intellectual property (IP) as collateral. By insuring
the loan based on its evaluation of a company’s IP, PIUS helps
facilitate greater loan amounts at better rates, while transferring
the risk from the lender to the insurer. Through PIUS’ CLip Notes
program, PIUS provides the insurance, brings the capital source via
institutional investors, and monitors the transaction, providing a
complete solution.
For more information, visit https://piusre.com
Information about Proposed Business Combination
As previously announced, Carbon Revolution Limited (“CBR”,
“Carbon Revolution” or the “Company”) (ASX: CBR) and Twin Ridge
Capital Acquisition Corp. (“Twin Ridge” or “TRCA”) (NYSE: TRCA)
have entered into a definitive business combination agreement and
accompanying scheme implementation deed (“SID”) that is expected to
result in Carbon Revolution becoming publicly listed in the U.S.
via a series of transactions, including a scheme of arrangement.
Upon closing of the transactions, the ordinary shares and warrants
of the merged company, Carbon Revolution Limited (formerly known as
Poppetell Limited), a private limited company incorporated in
Ireland with registered number 607450 (“MergeCo”), that will become
the parent company of the Company and Twin Ridge, are expected to
trade on the Nasdaq in the United States, and Carbon Revolution’s
shares shall be delisted from the ASX.
Additional Information about the Proposed Business
Combination and Where to Find It
This communication relates to the proposed business combination
involving CBR, TRCA, MergeCo, and Poppettell Merger Sub, a Cayman
Islands exempted company and wholly-owned subsidiary of MergeCo
(“Merger Sub”). In connection with the proposed business
combination, MergeCo has filed with the U.S. Securities and
Exchange Commission (the “SEC”) a Registration Statement on Form
F-4 (the “Registration Statement”) and Amendment No. 1 thereto,
including a preliminary proxy statement of TRCA and a preliminary
prospectus of MergeCo relating to the MergeCo Shares to be issued
in connection with the proposed business combination. The
Registration Statement, as amended, is subject to SEC review and
further revision and is not yet effective. This communication is
not a substitute for the Registration Statement, the definitive
proxy statement/final prospectus, when available, or any other
document that MergeCo or TRCA has filed or will file with the SEC
or send to its shareholders in connection with the proposed
business combination. This communication does not contain all the
information that should be considered concerning the proposed
business combination and other matters and is not intended to form
the basis for any investment decision or any other decision in
respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TRCA’S
SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE PROXY
STATEMENT/ PROSPECTUS, WHEN IT BECOMES AVAILABLE, AND ANY
AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY TRCA OR MERGECO
WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION
OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES
TO THE PROPOSED BUSINESS COMBINATION.
After the Registration Statement, as amended, is declared
effective, the definitive proxy statement will be mailed to
shareholders of TRCA as of a record date to be established for
voting on the proposed business combination. Additionally, TRCA and
MergeCo will file other relevant materials with the SEC in
connection with the proposed business combination. Copies of the
Registration Statement, as amended, the definitive proxy statement/
prospectus and all other relevant materials for the proposed
business combination filed or that will be filed with the SEC may
be obtained, when available, free of charge at the SEC’s website at
www.sec.gov. In addition, the documents filed by TRCA or MergeCo
may be obtained, when available, free of charge from TRCA at
www.twinridgecapitalac.com. TRCA’s shareholders may also obtain
copies of the definitive proxy statement/prospectus, when
available, without charge, by directing a request to Twin Ridge
Capital Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200,
Naples, Florida 60654.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed business
combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. The proposed business combination will be
implemented solely pursuant to the Business Combination Agreement
and Scheme Implementation Deed, in each case, filed as exhibits to
the Current Report on Form 8-K filed by TRCA with the SEC on
November 30, 2022, which contains the full terms and conditions of
the proposed business combination. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act.
Participants in the Solicitation of Proxies
This communication may be deemed solicitation material in
respect of the proposed business combination. TRCA, CBR, MergeCo,
Merger Sub and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the
solicitation of proxies from TRCA’s shareholders in connection with
the proposed business combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the proposed business combination of TRCA’s directors
and officers in the Registration Statement, TRCA’s filings with the
SEC, including TRCA’s initial public offering prospectus, which was
filed with the SEC on March 5, 2021, TRCA’s subsequent annual
reports on Form 10-K and quarterly reports on Form 10-Q. To the
extent that holdings of TRCA’s securities by insiders have changed
from the amounts reported therein, any such changes have been or
will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies to TRCA’s shareholders in connection with the business
combination will be included in the definitive proxy
statement/prospectus relating to the proposed business combination,
when it becomes available. You may obtain free copies of these
documents, when available, as described in the preceding
paragraphs.
Forward-Looking Statements
All statements other than statements of historical facts
contained in this communication are forward-looking statements.
Forward-looking statements may generally be identified by the use
of words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” “target” or other similar expressions (or the
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding the financial position,
business strategy and the plans and objectives of management for
future operations including as they relate to the proposed business
combination and related transactions, pricing and market
opportunity, the satisfaction of closing conditions to the proposed
business combination and related transactions, the level of
redemptions by TRCA’s public shareholders and the timing of the
completion of the proposed business combination, including the
anticipated closing date of the proposed business combination and
the use of the cash proceeds therefrom. These statements are based
on various assumptions, whether or not identified in this
communication, and on the current expectations of CBR’s and TRCA’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may differ
from such assumptions, and such differences may be material. Many
actual events and circumstances are beyond the control of CBR and
TRCA.
These forward-looking statements are subject to a number of
risks and uncertainties, including (i) changes in domestic and
foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risks that we will not secure sufficient funding to proceed through
to completion of the Transaction, any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination, or that the
approval of the shareholders of TRCA or CBR is not obtained; (iii)
the ability to maintain the listing of MergeCo’s securities on the
stock exchange; (iv) the inability to complete any private
placement financing, the amount of any private placement financing
or the completion of any private placement financing on favorable
terms; (v) the risk that the proposed business combination disrupts
current plans and operations CBR or TRCA as a result of the
announcement and consummation of the proposed business combination
and related transactions; (vi) the risk that any of the conditions
to closing of the business combination are not satisfied in the
anticipated manner or on the anticipated timeline or are waived by
any of the parties thereto; (vii) the failure to realize the
anticipated benefits of the proposed business combination and
related transactions; (viii) risks relating to the uncertainty of
the costs related to the proposed business combination; (ix) risks
related to the rollout of CBR’s business strategy and the timing of
expected business milestones; (x) the effects of competition on
CBR’s future business and the ability of the combined company to
grow and manage growth, establish and maintain relationships with
customers and healthcare professionals and retain its management
and key employees; (xi) risks related to domestic and international
political and macroeconomic uncertainty, including the
Russia-Ukraine conflict; (xii) the outcome of any legal proceedings
that may be instituted against TRCA, CBR or any of their respective
directors or officers; (xiii) the amount of redemption requests
made by TRCA’s public shareholders; (xiv) the ability of TRCA to
issue equity, if any, in connection with the proposed business
combination or to otherwise obtain financing in the future; (xv)
the impact of the global COVID-19 pandemic and governmental
responses on any of the foregoing risks; (xvi) risks related to
CBR’s industry; (xvii) changes in laws and regulations; and (xviii)
those factors discussed in TRCA’s Annual Report on Form 10-K for
the year ended December 31, 2022 under the heading “Risk Factors,”
and other documents of TRCA or MergeCo to be filed with the SEC,
including the proxy statement / prospectus. If any of these risks
materialize or TRCA’s or CBR’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither TRCA nor CBR presently know or that TRCA and CBR currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect TRCA’s and CBR’s
expectations, plans or forecasts of future events and views as of
the date of this communication. TRCA and CBR anticipate that
subsequent events and developments will cause TRCA’s and CBR’s
assessments to change. However, while TRCA and CBR may elect to
update these forward-looking statements at some point in the
future, each of TRCA, CBR, MergeCo and Merger Sub specifically
disclaim any obligation to do so, unless required by applicable
law. These forward-looking statements should not be relied upon as
representing TRCA’s and CBR’s assessments as of any date subsequent
to the date of this communication. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
1 If associated weight reduction were to be reinvested in
battery mass; top end of range assumes further benefits derived
from additional aerodynamic, NVH (noise, vibration and harshness),
and structural enhancements.
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