Item 3.02. Unregistered Sale of
As previously announced, on
As previously announced in connection with the execution of the Business
Combination Agreement, on
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 of the Merger (the "Closing" and the date of the Closing, the "Closing Date").
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 of 1933, as amended (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 is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
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Important Information for Investors and Stockholders
This communication is being made in respect of the proposed transaction
involving DCRC and the Company. A full description of the terms of the
transaction is provided in the registration statement on Form S-4 (File
No. 333-258681) (the "Registration Statement") filed with the
Participants in the Solicitation
DCRC and the Company and their respective directors and officers may be deemed
participants in the solicitation of proxies of DCRC's stockholders in connection
with the proposed business combination. 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
definitive proxy statement/prospectus, which will become available after the
Registration Statement has been declared effective by the
No Offer or Solicitation
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 in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of DCRC, the Company or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
The information herein, including the information contained in the referenced press release, includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including DCRC's or the Company's or their management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. All statements, other than statements of present or historical fact included herein, regarding DCRC's proposed acquisition of the Company, DCRC's ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, 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
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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
hereof. 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
herein are subject to the following factors: (i) the occurrence of any event,
change or other circumstances that could delay the business combination 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
business combination due to the failure to obtain approval of the stockholders
of DCRC, or other conditions to closing in the transaction agreement; (iv) the
risk that the proposed business combination disrupts DCRC's or the Company's
current plans and operations as a result of the announcement of the
transactions; (v) the Company's ability to realize the anticipated benefits of
the business combination, which may be affected by, among other things,
competition and the ability of the Company to grow and manage growth profitably
following the business combination; (vi) costs related to the business
combination; (vii) changes in applicable laws or regulations; (viii) rollout of
the Company's business plan 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 DCRC's
public 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
herein, or should underlying assumptions prove incorrect, actual results and
plans could differ materially from those expressed in any forward-looking
statements. Additional information concerning these and other factors that may
impact the operations and projections discussed herein can be found in DCRC's
filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Form of Subscription Agreement (incorporated by reference to Exhibit 99.1 to DCRC's Current Report on Form 8-K (File No. 001-40284) filed with theSEC onJune 15, 2021 ). 99.2 Press Release, datedOctober 27, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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