NAPLES,
Fla., Sept. 22, 2023 /PRNewswire/ -- Twin Ridge
Capital Acquisition Corp. ("Twin Ridge")
(NYSE: TRCA), announced today that it plans to convene
and then adjourn, without conducting any other business, its
extraordinary general meeting of its shareholders (the "General
Meeting") to be held on September 26,
2023 at 11:30 a.m., Eastern
Time, at the offices of Kirkland & Ellis LLP located at
601 Lexington Avenue, 50th Floor, New
York, New York 10022, and via a virtual meeting. At the
General Meeting, Twin Ridge plans to inform its shareholders that
the General Meeting will be adjourned to 11:30 a.m., Eastern Time, on October 3, 2023.
The General Meeting will be accessible via a live audio webcast
at https://www.cstproxy.com/twinridgecapitalac/sm2023 or by
dialing 1-800-450-7155 (toll-free North
America) or +1 857999-9155 (International), conference ID
6548534#. Shareholders will be able to submit a question to Twin
Ridge's management online in advance of the meeting at the
following website,
https://www.cstproxy.com/twinridgecapitalac/sm2023, or live during
the General Meeting.
In connection with the adjournment of the General Meeting, Twin
Ridge is reopening and extending the deadline for its shareholders
to exercise their right to redeem their Class A ordinary shares for
their pro rata portion of the funds available in Twin Ridge's trust
account, or to withdraw any previously delivered demand for
redemption, to 5:00 p.m., Eastern
Time, on September 29, 2023
(two business days before the adjourned General Meeting). If a
shareholder has previously submitted a request to redeem its Class
A ordinary shares in connection with the General Meeting and would
like to reverse such request, such shareholder may contact Twin
Ridge's transfer agent, Continental Stock Transfer & Trust
Company, at spacredemptions@continentalstock.com.
All information about the General Meeting, including the
definitive proxy statement/prospectus, is available at
https://www.cstproxy.com/twinridgecapitalac/sm2023.
Additional Information about the Business Combination and
Where to Find It
In connection with the consummation of the transactions (the
"Business Combination") contemplated by the (i) Business
Combination Agreement, dated as of November
29, 2022 (as it may be amended, supplemented or otherwise
modified from time to time, the "Business Combination Agreement"),
by and among Twin Ridge, Carbon Revolution Limited, an Australian
public company with Australian Company Number (ACN) 128 274 653
listed on the Australian Securities Exchange ("Carbon Revolution"),
Carbon Revolution Public Limited Company (formerly known as
Poppetell Limited), a public limited company incorporated in
Ireland with registered number
607450 ("MergeCo"), and Poppettell Merger Sub, a Cayman Islands exempted company and a direct,
wholly owned subsidiary of Carbon Revolution Public Limited Company
("Merger Sub") and (ii) Scheme Implementation Deed, dated as of
November 30, 2022 (as it may be
amended, supplemented or otherwise modified from time to time, the
"Scheme Implementation Deed"), by and among Twin Ridge, Carbon
Revolution and MergeCo, MergeCo has filed with the U.S. Securities
and Exchange Commission ("SEC") a registration statement on Form
F-4 (file No. 333-270047) (the "Registration Statement"), which
includes a definitive proxy statement/prospectus of MergeCo
relating to the Business Combination. After the Registration
Statement was declared effective, the definitive proxy
statement/prospectus was mailed to shareholders of Twin Ridge as of
August 25, 2023, the record date
established for voting on the Business Combination. Twin Ridge's
shareholders and other interested persons are advised to read the
Registration Statement and other documents filed in connection with
the Business Combination, as these materials will contain important
information about Twin Ridge, Carbon Revolution, MergeCo, Merger
Sub and the Business Combination. Shareholders that hold their
shares in registered form are entitled to vote their shares held on
the date of the meeting. Shareholders are also able to obtain
copies of the definitive proxy statement/prospectus and other
documents filed with the SEC, without charge, at the SEC's website
at http://www.sec.gov, or by directing a request to: Twin Ridge
Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200,
Naples, Florida 34108.
No Offer or Solicitation
This press release 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 Business Combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The 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 Twin Ridge with the SEC on November
30, 2022, which contains the full terms and conditions of
the Business Combination. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the
Securities Act of 1933, as amended.
Participants in the Solicitation of Proxies
This press release may be deemed solicitation material in
respect of the proposed Business Combination. Twin Ridge, Carbon
Revolution, 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 Twin Ridge'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 Twin Ridge's directors and officers in the
Registration Statement, Twin Ridge's filings with the SEC,
including Twin Ridge's initial public offering prospectus, which
was filed with the SEC on March 5,
2021, Twin Ridge's subsequent annual reports on Form 10-K
and quarterly reports on Form 10-Q. To the extent that holdings of
Twin Ridge'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 Twin Ridge'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 press release 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 Twin Ridge'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 press
release, and on the current expectations of Carbon Revolution's and
Twin Ridge'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 Carbon Revolution and Twin Ridge.
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 Business Combination, 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 Twin Ridge
or Carbon Revolution 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
Carbon Revolution or Twin Ridge 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 Carbon Revolution's business strategy and the timing
of expected business milestones; (x) the effects of competition on
Carbon Revolution'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 Twin Ridge, Carbon
Revolution or any of their respective directors or officers; (xiii)
the amount of redemption requests made by Twin Ridge's public
shareholders; (xiv) the ability of Twin Ridge 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 Carbon Revolution's
industry; (xvii) changes in laws and regulations; and (xviii) those
factors discussed in Twin Ridge's Annual Report on Form 10-K for
the year ended December 31, 2022 and
subsequent Quarterly Reports on Form 10-Q, in each case, under the
heading "Risk Factors," and other documents of Twin Ridge or
MergeCo to be filed with the SEC, including the Registration
Statement. If any of these risks materialize or Twin Ridge's or
Carbon Revolution'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 Twin Ridge nor Carbon Revolution presently know or that
Twin Ridge and Carbon Revolution 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 Twin Ridge's and Carbon Revolution's
expectations, plans or forecasts of future events and views as of
the date of this press release. Twin Ridge and Carbon Revolution
anticipate that subsequent events and developments will cause Twin
Ridge's and Carbon Revolution's assessments to change. However,
while Twin Ridge and Carbon Revolution may elect to update these
forward-looking statements at some point in the future, each of
Twin Ridge, Carbon Revolution, 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 Twin Ridge's and Carbon Revolution's assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
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SOURCE Twin Ridge Capital Acquisition Corp.