Reported Late Tuesday, Carbon Revolution, A Global Manufacturer Of Carbon Fiber Wheels To The Automotive Industry, To List In U.S. Via Business Combination With Twin Ridge Capital Acquisition Corp.

• Carbon Revolution is a leader in next-generation auto-tech with more than 60,000 carbon fiber wheels on the road for some of the most prestigious brands in the world.
• Carbon Revolution has been awarded 13 programs to date with global OEMs including Ford Motor Company, Ferrari NV, General Motors Company, and Renault Group, with a further six programs in progress under engineering agreements.
• Total projected revenue forecast to grow from $28.7 million in CY2022E to $90.1 million in CY2024E, representing a compound annual growth rate (CAGR) of 77%.
• Estimated pro forma enterprise value of approximately $270 million.
• Transaction includes up to $60 million from a Committed Equity Facility.

Carbon Revolution Limited ("CBR", "Carbon Revolution" or the "Company") (ASX: CBR), a Tier 1 OEM supplier and a leading global manufacturer of lightweight advanced technology carbon fiber wheels, and Twin Ridge Capital Acquisition Corp. ("Twin Ridge" or "TRCA") (NYSE:TRCA), a publicly traded special purpose acquisition company, announced today that they have signed a definitive business combination agreement and accompanying scheme implementation deed ("SID") that is expected to result in Carbon Revolution becoming publicly listed in the U.S. via a scheme of arrangement.

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Upon closing of the transaction, the ordinary shares and warrants of the merged company Poppetell Limited, to be renamed Carbon Revolution plc, are expected to trade on a national exchange in the United States, and Carbon Revolution's shares shall be delisted from the ASX.

The transaction is anticipated to unlock critical investment capital to fund Carbon Revolution's expansion of operations, which is required to meet its significant growth opportunity while accelerating the Company's expected path to profitability.

Market Leader in Next-Generation Wheel Technology

Founded in 2007, Carbon Revolution is a global technology company and Tier 1 OEM supplier that has successfully innovated, commercialized and industrialized high-performance, technically advanced lightweight carbon fiber wheels for the global automotive industry.

Carbon Revolution is recognized as a leader in this sector, as validated by its contracts with Ford Motor Company ("Ford"), Ferrari NV ("Ferrari"), General Motors Company ("GM"), and Renault Group ("Renault").

When new automotive technologies are introduced, penetration typically begins at the luxury or performance end of the market before transitioning to a point of full adoption as a mass market product. Carbon Revolution initially penetrated the performance and premium end of the market with cars that include Ford's GT and Shelby Mustang GT350R and GT500, Ferrari's 488 Pista, F8 Tributo, SF90 Stradale, 812 Competizione and 296 GTB, Renault's Megane RS Trophy R, and more recently GM's Chevrolet Corvette Z06. Ford has recently announced an additional program with its 2024 Mustang Dark Horse.

The Company is well-positioned to capture demand in new mobility with the global transition to electric vehicles. The Company's carbon fiber wheels, which can be up to half the weight of aluminum wheels, are expected to help increase range, a critical barrier to EV uptake. Lighter wheels help offset large battery weight, enabling regulatory compliance with key weight class limits. Carbon Revolution's wheels also provide better performance and handling than aluminum wheels, as well as reduced noise, vibration and harshness (NVH), while increasing options for aerodynamics, wheel sizing and styling that are less practical with aluminum wheels. Four of the most recently secured engineering programs are for electric vehicles.

Key Investment Highlights

• Early-Mover: Carbon Revolution's unique and protected -- 89 granted or pending patents -- next-generation auto technology is years ahead of the competition.
• Leading Incumbent: Carbon Revolution is expected to retain significant market share in a market characterized by high barriers to entry.
• Large Market Opportunity: Automotive passenger wheel market of $38 billion.
• Strong and Diverse Customer Base: Nine current awarded programs and six additional engineering programs in progress, of which four are for electric vehicles.
• Attractively Valued Entry Multiple: Pro forma enterprise valuation of $270 million is 5.4x 2023 estimated revenue and 3.0x 2024 estimated revenue. Ninety-eight percent of 2023 and 2024 estimated revenue is under contract (awarded or engineering) based on the Company's forecasted revenues from those contracts.
• Rapid Revenue Growth: Total revenue forecast to grow from $28.7 million in CY2022E to $90.1 million in CY2024E, representing a compound annual growth rate (CAGR) of 77%.
• Margin Expansion: Automation investments by the Company are driving margin expansion as the business scales, with substantial opportunity to further optimize through expansion into lower-cost geographies.
• Highly Experienced Management Team: Carbon Revolution is led by a forward-thinking team with an average of more than 22 years of experience in automotive technology and manufacturing.

Leadership Commentary

"We see an enormous addressable market for Carbon Revolution's disruptive efficiency technology with adoption already underway with major car manufacturers," said Jake Dingle, Chief Executive Officer of Carbon Revolution. "Carbon Revolution's technology provides an effective next-generation solution to the challenges of transitioning the global automotive industry to new mobility. We have a strong track record working with leading OEMs and a world-class team with a passion for our work. Our partnership with Twin Ridge is a significant milestone and an opportunity for Carbon Revolution to continue to build on our early-mover advantages in next-generation auto technology," he said.

"Carbon Revolution is a sector leader in the production of revolutionary carbon fiber wheels, the next-generation of wheel technology, and has an opportunity to play an important role as the global automotive industry accelerates the shift to electric vehicles," said Dale Morrison, Chairman of Twin Ridge Capital Acquisition Corp. "We believe that following this transaction, Carbon Revolution will be well-positioned for rapid growth and adoption as it further enhances its automotive solutions, capitalizes on market opportunities and continues to accelerate growth as a U.S.-listed public company."

Transaction Overview

The combined company will have an estimated post-transaction equity valuation of approximately $461 million, including about $214 million of cash held in TRCA's trust account, assuming no redemptions from TRCA's trust account.

Carbon Revolution shareholders will roll 100% of their equity into the combined company. Following the close of the transaction, assuming no redemptions from TRCA's trust account, TRCA shareholders will hold 57% of the issued and outstanding shares of common stock of the combined company, with Carbon Revolution shareholders holding the rest, not taking into account the currently outstanding warrants of TRCA and management options of Carbon Revolution. In addition, the Company has secured $60 million from a committed equity facility.

Shareholders of Carbon Revolution on the Australian Securities Exchange (ASX: CBR) will receive consideration for their shares consisting of an aggregate of approximately 20 million ordinary shares of the combined company, being 1 Poppetell Limited share for approximately every 10.5 Carbon Revolution shares.

Upon closing of the transaction, the ordinary shares and warrants of Poppetell Limited are expected to trade on a national exchange in the United States, and Carbon Revolution's shares shall be delisted from the ASX.

The Board of Directors of TRCA and the Board of Directors of Carbon Revolution have both unanimously approved the proposed transaction.

The Board of Directors of CBR unanimously recommends that CBR shareholders vote in favor of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding in the independent expert's report (and continuing to conclude) that the Scheme is in the best interests of CBR shareholders. Subject to those same qualifications, each member of the CBR Board of Directors and the senior management, which includes two of the founders, intend to vote all of their CBR shares or other securities held or controlled by them in favor of the Scheme.

Completion of the transaction is subject to customary closing conditions, including the approval of the TRCA shareholders and the Carbon Revolution shareholders. The transaction is expected to be completed in the first half of 2023.

For a summary of the material items of the transaction, as well as a copy of the business combination agreement, SID and supplemental investor presentation, please see the Current Report on Form 8-K to be filed by TRCA with the SEC at www.sec.gov and on Carbon Revolution's website www.carbonrev.com/investor-centre. Additional information about the proposed transaction will be described in the registration statement relating to the transaction, which Poppetell Limited will file with the SEC, and the scheme booklet relating to the transaction, which Carbon Revolution will lodge with the Australian Securities Exchange.

Advisors

E&P Corporate Advisory is acting as Advisor to the Carbon Revolution Board. Herbert Smith Freehills and Goodwin Procter LLP are serving as Australian and U.S. legal counsel, respectively, to Carbon Revolution. Ashurst and Kirkland & Ellis LLP are serving as Australian and U.S. legal counsel to the SPAC, respectively.

About Carbon Revolution

Carbon Revolution is an Australian technology company, which has successfully innovated, commercialized and industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. Carbon Revolution has progressed from single prototypes to designing and manufacturing high-performing wheels for some of the fastest street cars and most prestigious brands in the world. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the globe. For more information, visit www.carbonrev.com.