DECN PLUS Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement and Plan of Reorganization
On
Conversion of Securities
The Company will cause each share of the Company's preferred stock, par value
At the Effective Time, by virtue of the Merger and without any action on the part of DCRC, Merger Sub, the Company or the holders of any of the Company's securities:
(a) Each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time (including shares of Company Common Stock
resulting from the Conversion, but excluding Company Restricted Stock (as
defined below) and excluding any Dissenting Shares (as defined in the
Business Combination Agreement)) will be canceled and converted into the
right to receive the number of shares of Class A Common Stock, par value
$0.0001 per share, of DCRC, which shall be re-designated as "common
stock, par value $0.0001 per share" in the DCRC Charter (as defined
below) ("DCRC Class A Common Stock"), equal to the Exchange Ratio. The
"Exchange Ratio" means the following ratio: the quotient obtained by
dividing the Company Merger Shares by the Company Outstanding Shares. The
"Company Merger Shares" means 123,900,000. The "Company Outstanding
Shares" means the sum of (without duplication) (i) the total number of
shares of Company Common Stock issued and outstanding immediately prior
to the Effective Time, expressed on a fully-diluted and as-converted to
Company Common Stock basis, and including, for the avoidance of doubt,
the number of shares of Company Common Stock issuable in the Conversion,
plus (ii) the number of shares of Company Common Stock issuable upon the
net exercise of Company Options (as defined below) that are vested,
unexpired, issued and outstanding as of immediately prior to the
Effective Time, assuming that the fair market value of shares of Company
Common Stock issuable pursuant to the Company Options equals (x) the
Exchange Ratio multiplied by (y) $10.00 , plus (iii) the number of shares
of Company Common Stock issuable upon the net exercise of Company
Warrants (as defined below) that are unexpired, issued and outstanding as
of immediately prior to the Effective Time, assuming the fair market
value of shares of Company Common Stock issuable pursuant to the Company
Warrants equals (x) the Exchange Ratio multiplied by (y) $10.00 ,
provided, that the Company Outstanding Shares excludes any unvested
Company Options, certain promised and unissued Company Options and the
number of shares of Company Common Stock subject to awards for Company
Restricted Stock;
(b) Each share of Company Common Stock held in treasury of the Company will
be canceled without any conversion thereof and no payment or distribution
will be made with respect to such Company Common Stock;
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(c) Each share of common stock, par value $0.0001 per share, of Merger Sub
issued and outstanding immediately prior to the Effective Time will be
converted into and exchanged for one validly issued, fully paid and
nonassessable share of common stock, par value $0.0001 per share, of the
Surviving Corporation ;
(d) Each warrant to purchase shares of Company Common Stock (the "Company
Warrants") outstanding and unexercised immediately prior to the Effective
Time will automatically be converted into a warrant (each such resulting
warrant, an "Assumed Warrant") to acquire a number of shares of DCRC
Class A Common Stock equal to (i) the number of shares of Company Common
Stock subject to the applicable Company Warrant multiplied by (ii) the
Exchange Ratio, rounding the resulting number down to the nearest whole
number of shares of DCRC Class A Common Stock, at an adjusted price equal
to (x) the per share exercise price for the shares of Company Common
Stock subject to the applicable Company Warrant, as in effect immediately
prior to the Effective Time, divided by (y) the Exchange Ratio, rounding
the resulting exercise price up to the nearest whole cent;
(e) Each option to purchase shares of Company Common Stock ("Company
Option"), whether or not exercisable and whether or not vested,
outstanding immediately prior to the Effective Time will be converted
into an option (each such resulting option, an "Exchanged Option") to
purchase a number of shares of DCRC Class A Common Stock equal to the
product (rounded down to the nearest whole number) of (x) the number of
shares of Company Common Stock subject to such Company Option immediately
prior to the Effective Time and (y) the Exchange Ratio, at an exercise
price per share (rounded up to the nearest whole cent) equal to (A) the
exercise price per share of such Company Option immediately prior to the
Effective Time divided by (B) the Exchange Ratio; and
(f) Each award of unvested restricted shares of Company Common Stock
("Company Restricted Stock") that is outstanding immediately prior to the
Effective Time will be released and extinguished in exchange for an award
. . .
Item 3.02. Unregistered Sales of
In connection with the execution of the Business Combination Agreement, on
The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing.
Pursuant to the Subscription Agreements, DCRC agreed that, within 30 calendar
days after the Closing Date, DCRC will file with the
The offering of the securities of DCRC that may be issued in connection with the Subscription Agreements has not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation relating to the Proposed Transactions. Such exhibit and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Important Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
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In connection with the Proposed Transaction, DCRC will file the Registration
Statement with the
Participants in the Solicitation
DCRC and its directors and officers may be deemed participants in the
solicitation of proxies of DCRC Stockholders in connection with the Proposed
Transactions. Security holders may obtain more detailed information regarding
the names, affiliations and interests of certain of DCRC's executive officers
and directors in the solicitation by reading DCRC's final prospectus for its
initial public offering, which was filed with the
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included in this Current Report on Form 8-K, regarding DCRC's proposed acquisition of the Company and DCRC's ability to consummate the transaction, are forward-looking statements. When used in this Form 8-K, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, DCRC and the Company disclaim any duty to update any forward looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report on Form 8-K. DCRC and the Company caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either DCRC or the Company. In addition, DCRC cautions you that the forward-looking statements contained in this Current Report on Form 8-K are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the Proposed Transactions or give rise to the termination of the agreements related thereto, (ii) the outcome of any legal proceedings that may be instituted against DCRC or the Company following announcement of the transactions, (iii) the inability to complete the Proposed Transactions due to the failure to obtain approval of the DCRC Stockholders, or other conditions to closing in the Business Combination Agreement, (iv) the risk that the Proposed Transactions disrupts DCRC's or the Company's current plans and operations as a result of the announcement of the Proposed Transactions, (v) the Company's ability to realize the anticipated benefits of the Proposed Transactions, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably following the Proposed Transactions, (vi) costs related to the Proposed Transactions, (vii) changes in applicable laws or regulations, (viii) rollout of the Company's business and the timing of expected business milestones, (ix) the effects of competition on the Company's business, (x) supply shortages in the materials necessary for the production of the Company's products, (xi) risks related to original equipment manufacturers and other partners being unable or unwilling to initiate or continue business partnerships on favorable terms, (xii) the termination or reduction of government clean energy and electric vehicle incentives, (xiii) delays in the construction and operation of production facilities, (xiv) the amount of redemption requests made by the DCRC Stockholders, (xv) changes in domestic and foreign business, market, financial, political and legal conditions, and (xvi) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this Current Report on Form 8-K, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information
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concerning these and other factors that may impact the operations and
projections discussed herein can be found in DCRC's final prospectus for its
initial public offering, which was filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit
2.1* Business Combination Agreement and Plan of Reorganization, dated as
of June 15, 2021 , by and among DCRC, Merger Sub and the Company.
10.1 Stockholder Support Agreement, dated as of June 15, 2021 , by and
among the DCRC, the Company and the stockholders of the Company named
therein.
10.2 Sponsor Letter, dated as of June 15, 2021 , by and among the Sponsor,
certain directors of DCRC, DCRC and the Company.
99.1 Form of Subscription Agreement.
99.2 Press Release, dated June 15, 2021 .
99.3 Investor Presentation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. A copy of any omitted schedule will be furnished to the
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