Twin Ridge Capital Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2023

TWIN RIDGE CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 235-0292

Not Applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Amendment to Scheme and Amendment to Business Combination Agreement

On November 29, 2022, Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“Twin Ridge”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (“Carbon Revolution”), Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), and Poppettell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo (“Merger Sub”), entered into a business combination agreement (as it may be amended or supplemented from time to time, the “Business Combination Agreement”). On November 30, 2022, Twin Ridge, Carbon Revolution and MergeCo entered into a Scheme Implementation Deed (as it may be amended or supplemented from time to time, the “Scheme Implementation Deed”).

On September 21, 2023, the parties agreed to amend the scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”) attached to the Scheme Implementation Deed and on October 4, 2023, the parties agreed to further revise the Scheme attached to the Scheme Implementation Deed and the Business Combination Agreement (the “Amendments”). Under the terms of the Amendments taken together, the parties agreed to revise the merger ratios from 0.00877  ordinary shares of MergeCo, par value $0.0001 (“MergeCo Ordinary Shares”), per Carbon Revolution ordinary share to between 0.00640 and 0.00643 MergeCo Ordinary Shares per fully paid ordinary share in the capital of Carbon Revolution (“Carbon Revolution Share”) (depending on the redemption rate of Class A ordinary shares of Twin Ridge, par value $0.0001 (“Twin Ridge Class A Ordinary Shares”), and 0.10 MergeCo Ordinary Shares per Twin Ridge Class A Ordinary Share and Class B ordinary share of Twin Ridge, par value $0.0001, subject to obtaining a necessary order of the Federal Court of Australia and any alterations or conditions made or required by the court. Any fractional shares resulting from the conversion will be rounded down to the nearest whole number. In addition, the End Date (as defined in the Scheme Implementation Deed) in the Scheme Implementation Deed was amended to be November 30, 2023 and the parties consented to the OIC financing described in the additional definitive proxy materials of MergeCo filed with the U.S. Securities and Exchange Commission (“SEC”) on September 25, 2023 and the entry into fee deferral arrangements with various advisors and other vendors to Carbon Revolution, MergeCo and Twin Ridge with respect to certain transaction expenses.

The merger ratios were agreed to be amended on October 5, 2023 subject to the order of the Federal Court of Australia to reduce the total number of MergeCo Ordinary Shares to be issued in the Business Combination (as defined below) on a one share per ten share basis, affecting all recipients of MergeCo Ordinary Shares equally. Accordingly, the relative share ownership of holders of Twin Ridge Class A Ordinary Shares who do not redeem, holders of Carbon Revolution ordinary shares, holders of Carbon Revolution performance rights and Yorkville Advisors Global, LP, as well as the percentage of shares issuable pursuant to the FY2023 Incentive Equity Plan or upon exercise of any warrants, shall be unaffected by the adjustment of the merger ratios, except for minor adjustments due to the treatment of fractional shares. Such adjustment is intended to result in a higher trading price for MergeCo Ordinary Shares without altering any of the economic terms of the Business Combination. Nevertheless, we make no assurances with respect to the trading price of MergeCo Ordinary Shares following completion of the Business Combination.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments. A copy of the Amendment to Business Combination Agreement is included as exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), and is incorporated herein by reference.

Amendment to Standby Equity Purchase Agreement

On October 5, 2023, Twin Ridge and YA II PN, Ltd., a Cayman Islands exempt limited partnership, entered into Amendment No. 1 to Standby Equity Purchase Agreement (“Amendment to Standby Purchase Agreement”). Related to the foregoing description of the MergeCo Ordinary Share reduction on a one share per ten share basis, the Standby Equity Purchase Agreement, dated as of November 28, 2023, by and between Twin Ridge and YA II PN, Ltd. (the “Standby Equity Purchase Agreement”), was similarly amended to reflect a reduction of the commitment fee payable to Yorkville from 15,000 MergeCo Ordinary Shares to 1,500 MergeCo Ordinary Shares. All other provisions of the Standby Equity Purchase Agreement were unaffected by such amendment.

The foregoing description of the Amendment to Standby Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Standby Purchase Agreement, a copy of which is included as exhibit 10.2 to this Current Report, and is incorporated herein by reference.

Twin Ridge plans to convene and then adjourn, without conducting any other business, its extraordinary general meeting of its shareholders (the “General Meeting”) to be held on October 10, 2023 at 12:00 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting. At the General Meeting, Twin Ridge plans to inform its shareholders that the General Meeting will be adjourned to 1:00 p.m., Eastern Time, on October 12, 2023.

The General Meeting will be accessible via a live audio webcast at https://www.cstproxy.com/twinridgecapitalac/sm2023 or by dialing 1-800-450-7155 (toll-free North America) or +1 857-999-9155 (International), conference ID 6548534#. Shareholders will be able to submit a question to Twin Ridge’s management online in advance of the meeting at the following website, https://www.cstproxy.com/twinridgecapitalac/sm2023, or live during the General Meeting.

In connection with the adjournment of the General Meeting, Twin Ridge is extending the deadline for its shareholders to exercise their right to redeem the Twin Ridge Class A Ordinary Shares for their pro rata portion of the funds available in Twin Ridge’s trust account, or to withdraw any previously delivered demand for redemption, to 5:00 p.m., Eastern Time, on October 10, 2023 (two business days before the adjourned General Meeting). If a shareholder has previously submitted a request to redeem its Twin Ridge Class A Ordinary Shares in connection with the General Meeting and would like to reverse such request, such shareholder may contact Twin Ridge’s transfer agent, Continental Stock Transfer & Trust Company, at [email protected].

All information about the General Meeting, including the definitive proxy statement/prospectus, is available at https://www.cstproxy.com/twinridgecapitalac/sm2023.

Additional Information about the Business Combination and Where to Find It

In connection with the consummation of the transactions (the “Business Combination”) contemplated by the Business Combination Agreement and Scheme Implementation Deed. MergeCo has filed with the SEC a registration statement on Form F-4 (File No. 333-270047) (the “Registration Statement”), which includes a definitive proxy statement/prospectus of MergeCo relating to the Business Combination, including the additional definitive proxy materials filed on September 25, 2023 and October 5, 2023. After the Registration Statement was declared effective, the definitive proxy statement/prospectus was mailed to shareholders of Twin Ridge as of August 25, 2023, the record date established for voting on the Business Combination. Twin Ridge’s shareholders and other interested persons are advised to read the Registration Statement and other documents filed in connection with the Business Combination, as these materials will contain important information about Twin Ridge, Carbon Revolution, MergeCo, Merger Sub and the Business Combination. Shareholders that hold their shares in registered form are entitled to vote their shares held on the date of the meeting. Shareholders are also able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC’s website at http://www.sec.gov, or by directing a request to: Twin Ridge Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida 34108.

No Offer or Solicitation

This Current Report is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Business Combination will be implemented solely pursuant to the Business Combination Agreement and Scheme Implementation Deed, in each case, filed as exhibits to the Current Report on Form 8-K filed by Twin Ridge with the SEC on November 30, 2022, which contains the full terms and conditions of the Business Combination. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Participants in the Solicitation of Proxies

This Current Report may be deemed solicitation material in respect of the proposed Business Combination. Twin Ridge, Carbon Revolution, MergeCo, Merger Sub and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from Twin Ridge’s shareholders in connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed Business Combination of Twin Ridge’s directors and officers in the Registration Statement, Twin Ridge’s filings with the SEC, including Twin Ridge’s initial public offering prospectus, which was filed with the SEC on March 5, 2021, Twin Ridge’s subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q. To the extent that holdings of Twin Ridge’s securities by insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statement of Changes in Beneficial Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Twin Ridge’s shareholders in connection with the Business Combination will be included in the definitive proxy statement/prospectus relating to the proposed Business Combination, when it becomes available. You may obtain free copies of these documents, when available, as described in the preceding paragraphs.

Forward-Looking Statements

All statements other than statements of historical facts contained in this Current Report are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the proposed Business Combination and related transactions, pricing and market opportunity, the satisfaction of closing conditions to the proposed Business Combination and related transactions, the level of redemptions by Twin Ridge’s public shareholders and the timing of the completion of the proposed Business Combination, including the anticipated closing date of the proposed Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Carbon Revolution’s and Twin Ridge’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Carbon Revolution and Twin Ridge.

These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risks that we will not secure sufficient funding to proceed through to completion of the Business Combination, any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination, or that the approval of the shareholders of Twin Ridge or Carbon Revolution is not obtained; (iii) the ability to maintain the listing of MergeCo’s securities on the stock exchange; (iv) the inability to complete any private placement financing, the amount of any private placement financing or the completion of any private placement financing on favorable terms; (v) the risk that the proposed Business Combination disrupts current plans and operations Carbon Revolution or Twin Ridge as a result of the announcement and consummation of the proposed Business Combination and related transactions; (vi) the risk that any of the conditions to closing of the Business Combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the parties thereto; (vii) the failure to realize the anticipated benefits of the proposed Business Combination and related transactions; (viii) risks relating to the uncertainty of the costs related to the proposed Business Combination; (ix) risks related to the rollout of Carbon Revolution’s business strategy and the timing of expected business milestones; (x) the effects of competition on Carbon Revolution’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and healthcare professionals and retain its management and key employees; (xi) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict; (xii) the outcome of any legal proceedings that may be instituted against Twin Ridge, Carbon Revolution or any of their respective directors or officers; (xiii) the amount of redemption requests made by Twin Ridge’s public shareholders; (xiv) the ability of Twin Ridge to issue equity, if any, in connection with the proposed Business Combination or to otherwise obtain financing in the future; (xv) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (xvi) risks related to Carbon Revolution’s industry; (xvii) changes in laws and regulations; and (xviii) those factors discussed in Twin Ridge’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, in each case, under the heading “Risk Factors,” and other documents of Twin Ridge or MergeCo to be filed with the SEC, including the Registration Statement. If any of these risks materialize or Twin Ridge’s or Carbon Revolution’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Twin Ridge nor Carbon Revolution presently know or that Twin Ridge and Carbon Revolution currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Twin Ridge’s and Carbon Revolution’s expectations, plans or forecasts of future events and views as of the date of this Current Report. Twin Ridge and Carbon Revolution anticipate that subsequent events and developments will cause Twin Ridge’s and Carbon Revolution’s assessments to change. However, while Twin Ridge and Carbon Revolution may elect to update these forward-looking statements at some point in the future, each of Twin Ridge, Carbon Revolution, MergeCo and Merger Sub specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Twin Ridge’s and Carbon Revolution’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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.

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