Tritium Announces Effectiveness of Three Registration Statements on Form F-3
24 3월 2023 - 6:09AM
Tritium DCFC Limited (the “Company”) (Nasdaq: DCFC), a global
leader in direct current (DC) fast chargers for electric vehicles
(EVs), today announced that three registration statements on Form
F-3, each filed by the Company on March 10, 2023, were declared
effective on the dates detailed below. The Company became eligible
to use Form F-3 for the first time in February 2023. The Company
has provided the following summaries of the newly effective
registration statements:
- Universal shelf registration
statement on Form F-3 (File No. 333-270438) (the “Universal F-3”).
The Universal F-3 relates to the offer and sale by the Company of
up to $500,000,000 in the aggregate of its ordinary shares, no par
value (“Ordinary Shares”), preference shares, warrants to subscribe
for Ordinary Shares, rights to subscribe for Ordinary Shares and
units consisting of any combination of the other types of
securities offered under the prospectus included therewith from
time to time in one or more offerings (or not at all). The specific
terms of any such offering(s) will be included in one or more
prospectus supplement(s). The Company has no immediate plans to
offer or sell any securities to the public under the Universal F-3,
and the Universal F-3 can remain effective for up to three years.
The Company believes filing the Universal F-3 puts it in a position
to respond to future financing and business opportunities on a
timely basis, as market conditions permit and should it desire. The
Universal F-3 was declared effective on March 21, 2023.
- Resale registration statement on
Form F-3 (File No. 333-270436) (the “Resale F-3”). The Resale F-3
contains:
- a base prospectus relating to the
resale by certain legacy shareholders of the Company of up to
52,886,962 Ordinary Shares as well as to the primary issuance of up
to 9,268,131 Ordinary Shares upon exercise of the company’s public
warrants, which such securities were previously included on the
Company’s registration statement on Form F-1 (File No. 333-262681)
originally filed on February 11, 2022, and
- a base prospectus relating to the
resale of up to 1,534,410 warrants held by certain lenders (or
their affiliates) of the Company as well as to up to 3,736,935
Ordinary Shares issued or issuable upon exercise of such warrants,
which such prospectus was filed to replace part of the prospectus
contained in the registration statement on Form F-1 (File No.
333-268037) filed by the Company on October 28, 2022 relating to
the same securities (such Form F-1 was never declared effective and
the Company has since requested its withdrawal).
The Resale F-3 was filed by the
Company, now that it is eligible to register securities on the
shorter Form F-3, in order to replace registration statements
previously filed on the longer Form F-1. This registration
statement is required by resale registration rights held by the
selling securityholders named therein. The Resale F-3 was declared
effective on March 21, 2023.
- Committed Equity Facility resale
registration statement on Form F-3 (File No. 333-270437) (the “CEF
F-3”). The CEF F-3 relates to the previously announced committed
equity facility (the “Committed Equity Facility”) entered into by
the Company with B. Riley Principal Capital II pursuant to which
the Company has the right to sell to B. Riley Principal Capital II
up to $75,000,000 of Ordinary Shares, subject to certain
limitations and conditions set forth in the related Ordinary Shares
Purchase Agreement. The CEF F-3 was filed to replace the
registration statement on Form F-1 (File No. 333-268037) filed by
the Company on October 28, 2022 relating in part to the Committed
Equity Facility. Such Form F-1 was never declared effective and the
Company has since requested its withdrawal. The CEF F-3 was
declared effective on March 23, 2023. Similar to the Universal F-3,
the Company has no immediate plans to offer or sell any securities
under the Committed Equity Facility pursuant to the CEF F-3. The
company may in its sole discretion choose to make sales under the
Committed Equity Facility in the future should market conditions
permit.
The foregoing summaries of the registration statements are
qualified in their entirety by reference to the full text of the
applicable registration statement, each of which were filed with
the SEC on March 10, 2023.
No Offer
This press release shall not constitute an offer to sell nor the
solicitation of an offer to buy the securities offered by the
registration statements described above, nor shall there be any
sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Tritium
Founded in 2001, Tritium (NASDAQ: DCFC) designs and manufactures
proprietary hardware and software to create advanced and reliable
DC fast chargers for electric vehicles. Tritium’s compact and
robust chargers are designed to look great on Main Street and
thrive in harsh conditions, through technology engineered to be
easy to install, own, and use. Tritium is focused on continuous
innovation in support of our customers around the world.
For more information, visit tritiumcharging.com
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, also known as the
Private Securities Litigation Reform Act of 1995. Any express or
implied statements contained in this press release that are not
statements of historical fact and generally relate to future
events, hopes, intentions, strategies, or performance may be deemed
to be forward-looking statements. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “might,”
“possible,” “believe,” “predict,” “potential,” “continue,” “aim,”
“strive,” and similar expressions may identify such forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expressed or implied
forwarding-looking statements, including, but not limited to: our
history of losses; the ability to successfully manage our growth;
the adoption and demand for electronic vehicles including the
success of alternative fuels, changes to rebates, tax credits and
the impact of government incentives; the accuracy of our forecasts
and projections including those regarding our market opportunity;
competition; our ability to secure financing; delays in our
manufacturing plans; losses or disruptions in supply or
manufacturing partners; risks related to our technology,
intellectual property and infrastructure; exemptions to certain
U.S. securities laws as a result of our status as a foreign private
issuer; and other important factors discussed under the caption
“Risk Factors” in the Company’s annual report on Form 20-F filed
with the Securities and Exchange Commission (the “SEC”) on
September 22, 2022, as such factors may be updated from time to
time in the Company’s other filings with the SEC, accessible on the
SEC’s website at www.sec.gov and the Investors Relations
section of Company’s website at
https://investors.tritiumcharging.com/. Any investors should
carefully consider the risks and uncertainties described in the
documents filed by the Company from time to time with the SEC as
most of the factors are outside the Company’s control and are
difficult to predict. As a result, the Company’s actual results may
differ from its expectations, estimates and projections and
consequently, such forward-looking statements should not be relied
upon as predictions of future events. The Company cautions not to
place undue reliance upon any forward-looking statements, including
projections, which speak only as to management expectations and
beliefs as of the date they are made. The Company disclaims any
obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, other than to the extent required by applicable
law.
Media ContactJack
Ulrichmedia@tritiumcharging.com
Investor ContactCary
Segallir@tritiumcharging.com
Tritium DCFC (NASDAQ:DCFCW)
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