UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TRITIUM DCFC LIMITED
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
Q9225T108
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13G |
||
| CUSIP No. Q9225T108 | Page 2 of 5 |
| 1 | name of reporting person
Ilwella Pty Ltd | ||
| 2 | check the appropriate box if a member of a group (a) ¨ (b) ¨ | ||
| 3 | sec use only | ||
| 4 | citizenship or place of organization
Australia | ||
NUMBER
OF EACH
WITH |
5 | sole voting power
12,691,009 | |
| 6 | shared voting power
0 | ||
| 7 | sole dispositive power
12,691,009 | ||
| 8 | shared dispositive power
0 | ||
| 9 | aggregate amount beneficially owned by each reporting person
12,691,009 | ||
| 10 | check box if the aggregate amount in row (9) excludes certain shares ¨
| ||
| 11 | percent of class represented by amount in row (9)
8.3% (1) | ||
| 12 | type of reporting person
OO | ||
(1) Percentage calculated based on 153,255,387 ordinary shares outstanding as of October 15, 2022, the most recent publicly reported amount of the Issuer’s ordinary shares as reported in the Issuer’s Registration Statement on Form F-1 (File No. 333-268037) filed with the Securities and Exchange Commission on October 28, 2022.
Schedule 13G |
||
| CUSIP No. Q9225T108 | Page 3 of 5 |
Item 1.
| (a) | Name of Issuer |
Tritium DCFC Limited
| (b) | Address of Issuer’s Principal Executive Offices |
48 Miller Street, Murarrie, QLD 4172, Australia
Item 2.
| (a) | Name of Person Filing |
Ilwella Pty Ltd
| (b) | Address of Principal Business Office or, if None, Residence |
L22, 56 Pitt St, Sydney, NSW 2000, Australia
| (c) | Citizenship |
Ilwella Pty Ltd is a propriety limited company organized under the laws of Australia.
| (d) | Title of Class of Securities |
Ordinary Shares, no par value.
| (e) | CUSIP Number |
Q9225T108.
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See Row 9 of the cover page.
| (b) | Percent of class: |
See Row 11 of the cover page.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
See Row 5 of the cover page.
Schedule 13G |
||
| CUSIP No. Q9225T108 | Page 4 of 5 |
| (ii) | Shared power to vote or to direct the vote |
See Row 6 of the cover page.
| (iii) | Sole power to dispose or to direct the disposition of |
See Row 7 of the cover page.
| (iv) | Shared power to dispose or to direct the disposition of |
See Row 8 of the cover page.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Schedule 13G |
||
| CUSIP No. Q9225T108 | Page 5 of 5 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2023
| Ilwella Pty Ltd |
| By: | /s/ Quentin Flannery | |
| Quentin Flannery | ||
| Director | ||