Decarbonization Plus Acquisition Corporation II filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 12, 2022, Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), convened a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the final proxy statement filed by the Company with the U.S. Securities and Exchange Commission on December 21, 2021.
There were 50,312,500 shares of common stock issued and outstanding at the close of business on December 6, 2021, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 30,225,924 shares present either by proxy or online, representing approximately 60.08% of the total outstanding shares of the Company’s common stock as of the Record Date.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Business Combination Proposal
The Business Combination Agreement, dated as of May 25, 2021 (as amended by the First Amendment to the Business Combination Agreement dated July 27, 2021, the “Business Combination Agreement”), by and among Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares, Tritium DCFC Limited, an Australian unlisted public company limited by shares (“NewCo”) and Hulk Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of NewCo, and the transactions contemplated thereby were approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 29,203,932 |
954,339 | 67,653 |
Proposal No. 2 - The NewCo Constitution Proposal
The governance provisions contained in the constitution of NewCo that materially affect stockholder rights were approved on a non-binding advisory basis. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 28,719,694 | 1,053,479 | 452,751 |
Proposal No. 3 - The Adjournment Proposal
The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals was approved. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 28,973,952 | 1,084,231 | 167,741 |
| Item 8.01 | Other Events |
Stockholders holding 34,931,806 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $349.3 million (or approximately $10.00 per share) will be removed from the Trust Account to pay such holders.
On January 12, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release dated January 12, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DECARBONIZATION PLUS ACQUISITION CORPORATION II | ||||||
| Date: January 12, 2022 | By: | /s/ Peter Haskopoulos | ||||
| Name: | Peter Haskopoulos | |||||
| Title: | Chief Financial Officer, Chief Accounting Officer and Secretary | |||||