Tritium Announces Effectiveness of Three Registration Statements on Form F-3
BRISBANE, Australia, March 23, 2023 – 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.
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.
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.
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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.