Filed by Tritium DCFC Limited pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Decarbonization Plus Acquisition Corporation II
Commission File No.: 001-40000
When: Wednesday, December 29, 2021
From: David
Toomey (CRO)
To: Tritium Shareholders
Subject: Tritium Wrap Prospectus & News Update
Dear Tritium Shareholder,
We write with an important update as
we progress toward the proposed listing on The Nasdaq Stock Market (the NASDAQ).
Tritium DCFC Limited (Tritium DCFC) Wrap
Prospectus
You are receiving this email as an Australian resident shareholder of Tritium Holdings Pty Ltd (Tritium) to provide a direct
link to the Tritium DCFC Limited Wrap Prospectus. This prospectus relates to the issue of ordinary shares in Tritium DCFC to Australian resident shareholders of Tritium in connection with Tritiums previously announced proposed business
combination with Decarbonization Plus Acquisition Corporation II (DCRN). After closing of the proposed business combination, Tritium DCFC is expected to list on the NASDAQ.
We encourage you to read this prospectus in its entirety. Please follow the link provided above to view the PDF, which is also available via the Investor
Relations page on our website (tritiumcharging.com). Tritium DCFC is also preparing to commence mailing of physical copies of the prospectus as lodged with ASIC to all Australian resident shareholders of Tritium.
Special Meeting of DCRN Stockholders (the Special Meeting) January 12, 2022.
We are pleased to notify you that DCRN announced that the definitive proxy statement (the Proxy Statement) relating to the proposed business
combination was filed with the U.S. Securities and Exchange Commission (the SEC) on December 21, 2021. This was a major hurdle in progressing toward the proposed business combination with DCRN, and allowed for DCRN to schedule the
Special Meeting on January 12, 2022 at which DCRN shareholders will vote on proposals to approve the proposed business combination and other related matters.
If the proposals at the Special Meeting are approved, the business combination is expected to close and the trading of the combined entity is expected to
commence on the NASDAQ shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.
Full press release
can be found here: https://tritiumcharging.com/decarbonization-plus-acquisition-corporation-ii-and-tritium-
announce-filing-of-definitive-proxy-statement-and-the-january-12-2022-special-meeting-to-approve-proposed-business-combination/
Operational Update
As you may have seen recently via our press releases, we have announced several large orders and achievements recently (click links for more info), including
winning the Shell Global EV Charging Tender, a 100 unit addition to the existing order from the Osprey Charging Network in the UK, and a Strategic Partnership with Aqua superPower to electrify transportation on global waterways.