Carbon Revolution Limited (“Carbon Revolution” or the “Company”), a Tier 1 OEM supplier and a leading global manufacturer of lightweight advanced technology carbon fibre wheels, has announced that the Registration Statement on Form F-4 (as amended from time to time, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Carbon Revolution plc (formerly known as Poppetell Limited) (Irish company number 607450) (“MergeCo”) was declared effective by the SEC as of 4:30pm on September 6, 2023 (New York time) (6:30am on September 7, 2023 (Melbourne time)).
As previously announced, the merger of the Company and Twin Ridge Capital Acquisition Corp. (“Twin Ridge”) (NYSE: TRCA) will be effected by way of MergeCo acquiring the Company (via a scheme of arrangement (“Scheme”)) and Twin Ridge (via a merger (“Business Combination”)) (collectively, the “Transaction”).
The declaration of effectiveness of the Registration Statement, following the completion of the SEC’s review of the Registration Statement, permits Twin Ridge to schedule a meeting of its shareholders to approve the Business Combination. On September 8, 2023, MergeCo filed with the SEC, and Twin Ridge commenced mailing to its shareholders, the final proxy statement/prospectus contained in the Registration Statement for consideration by Twin Ridge shareholders in approving the Business Combination and related matters at a meeting proposed to be held on September 26, 2023 (New York time) (the “Twin Ridge Shareholder Meeting”).
Redemption requests by TRCA public shareholders must be made two business days prior to the Twin Ridge Shareholder Meeting but may be withdrawn prior to the meeting. The maximum number of shares in respect of which redemption rights have been exercised will be announced to ASX once known and, following the Twin Ridge Shareholder Meeting, the final number of shares held by Twin Ridge public shareholders for which redemption rights have been exercised will be announced to ASX.
The Transaction will only be completed following approval by Twin Ridge Shareholders of the Business Combination and Carbon Revolution shareholders of the Scheme and related capital reduction and satisfaction or waiver of the other conditions to closing in the SID (as defined below) and Business Combination Agreement (as described below).
The Company refers to its announcement dated September 6, 2023 relating to the approval by the Federal Court of Australia to convene a meeting of Carbon Revolution shareholders to vote on the Scheme and the registration of the Scheme Booklet with the Australian Securities and Investments Commission. Carbon Revolution shareholders should read the Scheme Booklet in its entirety before making a decision on whether or not to vote in favor of the Scheme and related capital reduction.
