As filed with the Securities and Exchange Commission on December 16, 2021

Registration Statement No. 333-259793

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tritium DCFC Limited

(Exact name of Registrant as Specified in its Charter)

N/A

(Translation of registrant name into English)

48 Miller Street

Murarrie, QLD 4172

Australia

+61 (07) 3147 8500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY – SUBJECT TO COMPLETION, DATED DECEMBER 16, 2021

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

DECARBONIZATION PLUS ACQUISITION CORPORATION II

AND PROSPECTUS FOR 170,312,500 ORDINARY SHARES AND 21,783,334 WARRANTS OF

TRITIUM DCFC LIMITED

PROPOSED BUSINESS COMBINATION – YOUR PARTICIPATION IS VERY IMPORTANT

Dear Stockholders of Decarbonization Plus Acquisition Corporation II:

You are cordially invited to attend the special meeting (the “DCRN special meeting”) of stockholders of Decarbonization Plus Acquisition Corporation II (“DCRN” and such stockholders, the “DCRN stockholders”), which will be held at                 , Eastern time, on                 , 2022, via live webcast at the following address: https://www.cstproxy.com/decarbonizationplusacquisitionii/2021.

On May 25, 2021, DCRN, Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (“Tritium”), 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 (“Merger Sub”), entered into a Business Combination Agreement (as amended by the First Amendment to the Business Combination Agreement dated July 27, 2021, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) DCRN, NewCo, Tritium and all existing shareholders of Tritium (“Tritium shareholders”) will enter into a share transfer agreement (the “Share Transfer Agreement”) pursuant to which, at the closing of the Business Combination (the “Closing”), the holders of all of the shares in the capital of Tritium (“Tritium Shares”) will transfer their Tritium Shares to NewCo in exchange for an aggregate of 120,000,000 fully paid ordinary shares in the capital of NewCo valued at $10.00 per share (“NewCo Ordinary Shares”) to be issued simultaneously with the issuance of NewCo Ordinary Shares in connection with the Merger (as defined below) (the “Share Transfer”), and as a result, NewCo will be the ultimate parent company of Tritium and Tritium’s direct and indirect subsidiaries (collectively, the “Tritium Subsidiaries”) and (ii) at the Closing, Merger Sub will merge with and into DCRN, with DCRN surviving as a wholly owned subsidiary of NewCo (the “Merger”). Pursuant to the Merger, (1) each holder of DCRN’s Class A common stock, par value $0.0001 per share, which are subject to possible redemption (“DCRN Class A Common Stock”), will receive in exchange for its shares of DCRN Class A Common Stock an equal number of NewCo Ordinary Shares (such exchange, the “Share Exchange”) and (2) each warrant to purchase shares of DCRN Class A Common Stock (the “DCRN warrants”) will automatically convert into a warrant to purchase NewCo Ordinary Shares (“NewCo Warrants” and such conversion, the “Warrant Conversion” and together with the Share Exchange, the “Merger Exchanges”). The Closing is subject to certain customary conditions, including, among other things, that DCRN have Trust Cash (as defined in the Business Combination Agreement) plus the aggregate proceeds received by NewCo from the PIPE Financing (as defined below) equal to at least $200 million.

At the DCRN special meeting, DCRN stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal” or “Proposal No. 1”) to adopt and approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, as amended by the First Amendment to the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-1, and approve the transactions contemplated thereby, including the Business Combination.

As further described in the accompanying proxy statement/prospectus, upon consummation of the Business Combination, among other things:

In connection with the Business Combination, DCRN, NewCo and Palantir Technologies Inc. (“Palantir”) have entered into a subscription agreement, dated July 27, 2021 (the “Subscription Agreement”), pursuant to which Palantir agreed to subscribe for and purchase, and NewCo agreed to issue and sell to Palantir, 1,500,000 NewCo Ordinary Shares (the “PIPE Shares”) for a purchase price of $10.00 per share, for an aggregate purchase price of $15.0 million (the “PIPE Financing”). The PIPE Shares to be issued pursuant to the Subscription Agreement will not be registered under the Securities Act of 1933 (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. NewCo has granted Palantir certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing.

In connection with the submission of the Business Combination to a stockholder vote, holders of DCRN Founder Shares, including DCRN Sponsor, have agreed to vote any shares of DCRN Class A Common Stock and DCRN Class B Common Stock owned by them in favor of the Business Combination.

In addition to the Business Combination Proposal, DCRN stockholders are being asked to:

Each of these proposals is more fully described in this proxy statement/prospectus, which each DCRN stockholder is encouraged to read carefully.

The shares of DCRN Class A Common Stock and DCRN warrants, which are exercisable for shares of DCRN Class A Common Stock under certain circumstances, are currently listed on the NASDAQ under the symbols “DCRN” and “DCRNW,” respectively. In addition, certain of the DCRN Class A Common Stock and DCRN public warrants currently trade as DCRN units consisting of one share of DCRN Class A Common Stock and one-third of one DCRN public warrant”, and are listed on the NASDAQ under the symbol “DCRNU.” The units will automatically separate into the component securities prior to the consummation of the Business Combination and will be exchanged for or automatically converted into, as applicable, NewCo Ordinary Shares

and NewCo Public Warrants, respectively. NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing, the NewCo Ordinary Shares and NewCo Warrants will be listed under the ticker symbols “DCFC” and “DCFCW,” respectively.

DCRN is providing the accompanying proxy statement/prospectus and accompanying proxy card to DCRN stockholders in connection with the solicitation of proxies to be voted at the DCRN special meeting and at any adjournments or postponements of the DCRN special meeting. Information about the DCRN special meeting, the Business Combination and other related business to be considered by DCRN stockholders at the DCRN special meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the DCRN special meeting, all DCRN stockholders are urged to read carefully and in their entirety this proxy statement/prospectus, including the annexes and the accompanying financial statements of Tritium and DCRN. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 40 of this proxy statement/prospectus.

After careful consideration, the Board of Directors of DCRN (the “DCRN Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that DCRN stockholders vote “For” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “For” all other Proposals presented to DCRN stockholders in the accompanying proxy statement/ prospectus. When you consider the DCRN Board’s recommendation of these proposals, you should keep in mind that certain DCRN’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled “The Business Combination— Interests of Certain Persons in the Business Combination” for additional information.

Your vote is very important, regardless of the number of shares of DCRN Common Stock you own. To ensure your representation at the DCRN special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the DCRN special meeting, but in any event, no later than                , 2021 at                , Eastern time.

On behalf of the DCRN Board, I would like to thank you for your support of Decarbonization Plus Acquisition Corporation II and look forward to a successful completion of the Business Combination.

Sincerely,

Erik Anderson

Chief Executive Officer and Director

                , 2021

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in DCRN and NewCo securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus and under similar headings or in any amendment or supplement to this proxy statement/prospectus.

This proxy statement/prospectus is dated                 , 2021, and is expected to be first mailed or otherwise delivered to DCRN stockholders on or about                 , 2021.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by NewCo, DCRN or Tritium. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of NewCo, DCRN or Tritium since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

DECARBONIZATION PLUS ACQUISITION CORPORATION II

2744 Sand Hill Road, Suite 100

Menlo Park, California 94025

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF DECARBONIZATION PLUS ACQUISITION CORPORATION II

TO BE HELD                 , 2022

To the Stockholders of Decarbonization Plus Acquisition Corporation II:

NOTICE IS HEREBY GIVEN that the special meeting (the “DCRN special meeting”) of stockholders of Decarbonization Plus Acquisition Corporation II (“DCRN” and such stockholders, the “DCRN stockholders”) will be held at                 , Eastern time, on                 , 2022, via live webcast at the following address: https://www.cstproxy.com/decarbonizationplusacquisitionii/2021. At the DCRN special meeting, DCRN stockholders will be asked to consider and vote upon the following proposals:

The full text of the Constitution is attached to this proxy statement/prospectus as Annex B.

In connection with the Business Combination, DCRN, NewCo and Palantir Technologies Inc. (“Palantir”) have entered into a subscription agreement, dated July 27, 2021 (the “Subscription Agreement”), pursuant to which Palantir agreed to subscribe for and purchase, and NewCo agreed to issue and sell to Palantir, 1,500,000 NewCo Ordinary Shares (the “PIPE Shares”) for a purchase price of $10.00 per share, for an aggregate purchase price of $15.0 million (the “PIPE Financing”). The PIPE Shares to be issued pursuant to the Subscription Agreement will not be registered under the Securities Act of 1933 (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. NewCo has granted Palantir certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing.

The DCRN special meeting will be completely virtual. There will be no physical meeting location and the DCRN special meeting will only be conducted via live webcast at the following address: https://www.cstproxy.com/decarbonizationplusacquisitionii/2021.

The record date for the DCRN special meeting was December 6, 2021. Only holders of record of DCRN Class A Common Stock and DCRN Class B Common Stock at the close of business on December 6, 2021 are entitled to notice of, and to vote at, the virtual DCRN special meeting and any adjournments or postponements thereof. A complete list of DCRN stockholders of record entitled to vote at the virtual DCRN special meeting will be available at the virtual DCRN special meeting and for ten days before the virtual DCRN special meeting at DCRN’s principal executive offices for inspection by DCRN stockholders during ordinary business hours for any purpose germane to the virtual DCRN special meeting.

Whether or not you plan to attend the DCRN special meeting online, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your DCRN public shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your DCRN public shares or, if you wish to attend the DCRN special meeting and vote online, you must obtain a proxy from your broker or bank.

Pursuant to DCRN’s amended and restated certificate of incorporation, dated February 3, 2021 (the “DCRN Charter”), DCRN is providing the holders of shares of DCRN Class A Common Stock originally sold as part of the DCRN units issued in DCRN’s initial public offering (the “DCRN IPO” and such holders, the “DCRN public stockholders”) with the opportunity to redeem, upon Closing, shares of DCRN Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to DCRN to pay its franchise and income taxes) from the DCRN IPO and a concurrent private placement of warrants to the Decarbonization Plus Acquisition Sponsor II, LLC, a Delaware limited liability company (“DCRN Sponsor”) and DCRN’s independent directors (together with DCRN Sponsor, the “DCRN initial stockholders”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of September 30, 2021, of approximately $402.5 million, the estimated per share redemption price would have been approximately $10.00. DCRN public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a DCRN public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding shares of DCRN Class A Common Stock sold in the DCRN IPO. Holders of DCRN public warrants sold in the DCRN IPO, which are exercisable for shares of DCRN Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. DCRN Sponsor, and DCRN’s officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares

of DCRN Class A Common Stock they may hold, and shares of DCRN Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, DCRN initial stockholders own approximately 20% of outstanding DCRN Common Stock, including all of the shares of DCRN Class B Common Stock. DCRN Sponsor, and DCRN’s officers and directors have agreed to vote any shares of DCRN Common Stock owned by them in favor of the Business Combination.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE DCRN REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO DCRN’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE VIRTUAL DCRN SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

DCRN may not consummate the Business Combination unless the Business Combination Proposal is approved at the DCRN special meeting. The NewCo Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote thereon at the DCRN special meeting, voting as a single class. Approval of each of the NewCo Constitution Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of DCRN Class A Common Stock and DCRN Class B Common Stock entitled to vote and actually cast thereon at the DCRN special meeting, voting as a single class.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “For” each of Proposal Nos. 1, 2 and 3. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not virtually attend the DCRN special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the DCRN special meeting and, if a quorum is present, will have no effect on the NewCo Constitution Proposal or the Adjournment Proposal, but will have the same effect as a vote “Against” the Business Combination Proposal. If you are a stockholder of record and you virtually attend the DCRN special meeting and wish to vote, you may withdraw your proxy and vote online.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. DCRN encourages you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call DCRN’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, or banks and brokerage firms, please call collect at (203) 658-9400.

                , 2021

By Order of the Board of Directors

Erik Anderson

Chief Executive Officer and Director

TABLE OF CONTENTS

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by NewCo, as it may be amended or supplemented from time to time (File No. 333-259793) (the “Registration Statement”), serves as:

This proxy statement/prospectus incorporates important business and financial information about DCRN, NewCo and Tritium that is not included in or delivered with the document.

This information is available without charge to you upon written or oral request. To make this request, you should contact DCRN’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: DCRN.info@investor.morrowsodali.com

To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the DCRN special meeting.

You may also obtain additional information about DCRN from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find Additional Information.”

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning NewCo’s and Tritium’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by NewCo’s and Tritium’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which NewCo and Tritium operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, NewCo and Tritium obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, NewCo and Tritium do not expressly refer to the sources from which this data is derived. In that regard, when NewCo and Tritium refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that NewCo and Tritium paid for, sponsored, or conducted, unless otherwise expressly stated or the

ii

context otherwise requires. While NewCo and Tritium have compiled, extracted, and reproduced industry data from these sources, NewCo and Tritium have not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward- Looking Statements.”

TRADEMARKS AND TRADE NAMES

Tritium and DCRN own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/prospectus also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to create, and does not imply, a relationship with Tritium, NewCo or DCRN, or an endorsement or sponsorship by or of Tritium, NewCo or DCRN. Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear with the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that Tritium, NewCo or DCRN will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PRESENTATION OF FINANCIAL INFORMATION

NewCo was established on May 7, 2021 for the purpose of effectuating the Business Combination described herein. NewCo has no material assets or liabilities and does not operate any businesses. Accordingly, no financial statements of NewCo have been included in this proxy statement/prospectus. This proxy statement/prospectus contains:

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited and unaudited consolidated financial statements of DCRN and Tritium, as applicable, included in this proxy statement/prospectus. Where information is identified as “unaudited,” it has not been subject to an audit. Unless otherwise indicated, financial information of DCRN and Tritium has been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

As presented herein, Tritium publishes its consolidated financial statements in U.S. dollars. DCRN also publishes its consolidated financial statements in U.S. dollars. In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars and all references to “A$” and “AUD” mean Australian dollars.

iii

EXCHANGE RATES

NewCo’s reporting currency will be the U.S. dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. For NewCo, the Australian dollar is the functional currency. The functional currency of NewCo’s subsidiaries will generally be the local currency.

The translation of foreign currencies into U.S. dollars is performed for assets and liabilities at the end of each reporting period based on the then current exchange rates. For revenue and expense accounts, an average monthly foreign currency rate is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars will be recorded as part of a separate component of shareholders’ deficit and reported in NewCo’s Consolidated Statements of Comprehensive Loss. Foreign currency transaction gains and losses will be included in other income (expense), net for the period.

iv

NON-GAAP FINANCIAL MEASURES

Segment gross (loss), a measure Tritium management uses to assess the operating performance of its segments, is a non-GAAP measure for reporting used by Tritium calculated as total revenue less total cost of goods sold (exclusive of depreciation).

Segment gross margin, a measure Tritium management uses to assess the operating performance of its segments, is Segment gross (loss) expressed as a percentage of total revenue. Tritium offers a range of EV chargers with each charger having a varied contribution to Segment gross (loss).

Segment gross (loss) and Segment gross margin vary from period to period due to the mix of products sold, manufacturing costs and warranty costs.

Financial measures that are not in accordance with U.S. GAAP should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with U.S. GAAP. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because of these limitations, Tritium relies primarily on its U.S. GAAP results and uses Segment gross (loss) and Segment gross margin only as supplements. For the purpose of reconciling non-GAAP financial measures to the most directly comparable GAAP measures, Tritium has calculated gross (loss) and gross margin inclusive of the allocation of relevant depreciation and amortization in accordance with GAAP. Gross (loss) is calculated as total revenue less total cost of goods sold (exclusive of depreciation) and depreciation expense attributable to segments, gross margin is gross (loss) expressed as a percentage of total revenue. It is to be noted that GAAP gross (loss) and gross margin are not presented in the financial statements. See below for reconciliations of Segment gross (loss) to gross (loss) and Segment gross margin to gross margin:

v

CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

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vii

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ix

Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus assume the following:

Further, unless otherwise specified, the share counts, and other information set forth in this proxy statement/prospectus, do not take into account the (i) DCRN warrants currently outstanding or (ii) the NewCo Warrants which will remain outstanding following the Business Combination and may be exercised at a later date.

x

In accordance with the DCRN Charter, shares of DCRN Class B Common Stock will automatically convert into shares of DCRN Class A Common Stock on a one-for-one basis at the Effective Time, resulting in the issuance of 10,062,500 shares of DCRN Class A Common Stock in the aggregate.

Certain sections in this proxy statement/prospectus refer to a maximum redemption scenario. Unless otherwise specified, that scenario assumes for illustrative purposes that 18,713,050 shares of DCRN Class A Common Stock are redeemed in connection with the Closing, resulting in an aggregate payment of approximately $187.1 million from the Trust Account to the DCRN public stockholders. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

xi

SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination and DCRN Special Meeting” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters summarized below.

1

2

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See the section entitled “The Business Combination—Total NewCo Shares to Be Issued in the Business Combination” for more information.

The number of shares and the interests set forth above (a) assume (i) that no DCRN public stockholders elect to have their shares of DCRN Class A Common Stock redeemed and (ii) that there are no other issuances of equity interests of DCRN or NewCo, (b) do not take into account DCRN warrants that will be converted into NewCo Warrants in connection with the Closing and may be exercised at a later date and (c) take into account the DCRN Class B Common Stock, which will automatically convert into shares of DCRN Class A Common Stock on a one-for-one basis at the Effective Time.

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Assuming the maximum redemptions scenario, i.e., 18,713,050 shares of DCRN Class A Common Stock are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii) and (b) remain true, the ownership of NewCo upon the Closing will be as follows:

The ownership percentages set forth above do not take into account DCRN warrants that will be converted into NewCo Warrants in connection with the Closing and may be exercised at a later date, but do include the DCRN Founder Shares, which will automatically convert into shares of DCRN Class A Common Stock on a one-for-one basis at the Effective Time. If the facts are different than these assumptions, the percentage ownership held by DCRN stockholders, Palantir and Tritium shareholders in NewCo following the Business Combination will be different. Please see the sections entitled “Summary—Ownership of NewCo After Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

For more information, see the sections entitled “Proposal No. 2—The NewCo Constitution Proposal,” and “Proposal No. 3—The Adjournment Proposal.”

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE DCRN SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the DCRN special meeting, including the proposed Business Combination. The following questions and answers do not include all the information that is important to DCRN stockholders. DCRN urges the DCRN stockholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the First Amendment to the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

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Please see the section entitled “Management of NewCo After the Business Combination” for more information.

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Please see the sections entitled “Summary—Ownership of NewCo After Closing,” “Unaudited Pro Forma Condensed Combined Financial Information” and “The Business Combination—Total NewCo Shares to Be Issued in the Business Combination” for more information.

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The full text of the Constitution is attached to this proxy statement/prospectus as Annex B. See the section entitled “Proposal No. 2—The NewCo Constitution Proposal” for additional information.

NewCo has applied to list the NewCo Ordinary Shares and NewCo Warrants on the NASDAQ. It is anticipated that upon the Closing, the NewCo Ordinary Shares and NewCo Warrants will be listed under the ticker symbols “DCFC” and “DCFCW,” respectively. Please see the section entitled “The Business Combination—Listing of NewCo Ordinary Shares and NewCo Warrants on NASDAQ” for additional information.

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In connection with the consummation of the Business Combination, NewCo will assume the DCRN Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each DCRN warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a NewCo Warrant. Each NewCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding DCRN warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

Following the Business Combination, NewCo may redeem NewCo public warrants prior to their exercise at a time that is disadvantageous to the NewCo public warrant holders, thereby making such warrants worthless. More specifically:

In each case, NewCo may only call the NewCo public warrants for redemption upon a minimum of 30 days’ prior written notice of redemption.

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Redemption of the outstanding NewCo public warrants could force holders of the NewCo public warrants (i) to exercise NewCo public warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (ii) to sell NewCo public warrants at the then-current market price when they might otherwise wish to hold their NewCo public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding NewCo public warrants are called for redemption, is likely to be substantially less than the market value of the NewCo public warrants.

All DCRN stockholders as of the record date, or their duly appointed proxies, may attend the DCRN special meeting, which will be a completely virtual meeting. There will be no physical meeting locations and the

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DCRN special meeting will only be conducted via live webcast. DCRN stockholders may attend the DCRN special meeting online, including to vote and submit questions, at the following address: https://www.cstproxy.com/decarbonizationplusacquisitionii/2021

To attend online and participate in the DCRN special meeting, DCRN stockholders of record will need to visit https://www.cstproxy.com/decarbonizationplusacquisitionii/2021 and enter the 12 digit control number provided on your proxy card, regardless of whether you pre-registered.

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In addition, on December 10, 2021, DCRN issued an unsecured promissory note in the principal amount of up to $1,500,000 to DCRN Sponsor. The note does not bear interest and is repayable in full upon consummation of an Initial Business Combination. If DCRN does not complete an Initial Business Combination, the note will not be repaid and all amounts owed under it will be forgiven. Immediately prior to the consummation of an Initial Business Combination, DCRN Sponsor will have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the note into that number of DCRN warrants equal to the principal amount of the note so converted divided by $1.50. The terms of such DCRN warrants would be identical to the terms of the DCRN private placement warrants. The note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the note and all other sums payable with regard to the note becoming immediately due and payable. As of December 15, 2021, there was no principal amount outstanding under the promissory note.

If the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code and qualifies as a transaction described in Section 351 of the Code (including that it is not excluded from the application of

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such provisions pursuant to Section 367 of the Code), holders generally will not recognize gain or loss upon the exchange of DCRN Class A Common Stock and DCRN warrants for NewCo Ordinary Shares and NewCo Warrants pursuant to the Merger. If the Merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Code and/or fails to qualify as a transaction described in Section 351 of the Code, holders may recognize gain upon the exchange of DCRN Class A Common Stock and DCRN warrants for NewCo Ordinary Shares and NewCo Warrants pursuant to Merger. In light of the significant uncertainty regarding the tax treatment of the Merger, you are strongly urged to read the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants” and to consult with, and rely solely upon, your tax advisors to determine the particular U.S. federal, state, local, or foreign income or other tax consequences of the Merger to you.

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Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

A DCRN public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all DCRN public shares in excess of the 20% threshold beneficially owned by a DCRN public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is DCRN’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.

However, DCRN does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

DCRN unitholders must separate the underlying DCRN public shares and DCRN public warrants prior to exercising redemption rights with respect to the DCRN public shares. If you hold DCRN units registered in your own name, you must deliver the certificate for such DCRN units or deliver such DCRN units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such DCRN units into DCRN public shares and DCRN public warrants. This must be completed far enough in advance to permit the mailing of the DCRN public share certificates or electronic delivery of the DCRN public shares back to you so that you may then exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units.

If a broker, dealer, commercial bank, trust company or other nominee holds your DCRN units, you must instruct such nominee to separate your DCRN units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of DCRN units to be split and the nominee holding such DCRN units. Your nominee must also initiate electronically, using The Depository Trust Company’s (“DTC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of the corresponding number of DCRN public shares and DCRN public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the DCRN public shares following the separation of such DCRN public shares from the DCRN units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your DCRN public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with DCRN’s consent, until the vote is taken with respect to the Business Combination Proposal. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the DCRN

transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

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DCRN expects that the amount of any distribution DCRN public stockholders will be entitled to receive upon DCRN’s dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to DCRN’s obligations under the General Corporation Law of the State of Delaware (“DGCL”) to provide for claims of creditors and other requirements of applicable law. Holders of DCRN Founder Shares have waived any right to any liquidating distributions with respect to those shares.

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In the event of liquidation, there will be no distribution with respect to outstanding DCRN warrants. Accordingly, the DCRN warrants will expire worthless.

Also, with fewer DCRN public shares and DCRN public stockholders, the trading market for NewCo Ordinary Shares may be less liquid than the market for shares of DCRN Class A Common Stock was prior to the Business Combination. NewCo may not be able to meet the listing standards for NASDAQ. It is a condition to consummation of the Business Combination that NewCo Ordinary Shares to be issued in connection with the Business Combination are accepted for listing on NASDAQ or another national securities exchange. DCRN, NewCo and Tritium have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying the NASDAQ listing condition. Unless waived in accordance with the Business Combination Agreement, if the NASDAQ listing condition in the Business Combination Agreement is not met, the Business Combination will not be consummated.

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Tritium designs, sells, manufactures and services proprietary hardware and associated software to create advanced and reliable DC fast chargers for EVs. Tritium’s technology is engineered to be easy to install, own and use. Its compact, robust chargers are designed to look great on Main Street and thrive in harsh conditions. Founded in Brisbane and having already deployed more than 5,250 charging stations, Tritium has provided more than 3.6 million high-power charging sessions across 41 countries, delivering an aggregate of over 55 gigawatts of energy.

See “Business of Tritium and Certain Information About Tritium” for more information.

See “Tritium Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the Fiscal Year Ended June 30, 2021 to the Fiscal Year Ended June 30, 2020—Revenue” and “Risk Factors—Risks Related to Tritium’s Business—Tritium is a growth-stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the near term” for more information.

See “Risk Factors—Risks Related to Tritium’s Business—Tritium faces risks related to health pandemics, including the recent COVID-19 pandemic, which could have a material adverse effect on its business and results of operations” for more information.

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Peter Haskopoulos, Chief Financial Officer, Chief Accounting Officer and Secretary

c/o Decarbonization Plus Acquisition Corporation II

2744 Sand Hill Road, Suite 100

Menlo Park, California 94025

Email: info@dcrbplus.com

Tel: (212) 993-0076

You may also contact DCRN’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: DCRN.info@investor.morrowsodali.com

To obtain timely delivery, DCRN stockholders must request the materials no later than five business days prior to the DCRN special meeting.

You may also obtain additional information about DCRN from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your DCRN public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to DCRN’s transfer agent at least two business days prior to the DCRN special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the Proposals to be voted on at the DCRN special meeting. The risks discussed herein have been identified based on an evaluation of the historical risks faced by Tritium and DCRN and relate to current expectations as to future risks that may result from the Business Combination. Certain of the following risk factors apply to the business and operations of Tritium and will also apply to the business and operations of NewCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of NewCo following the Business Combination. This could cause the trading price of the DCRN Common Stock, the DCRN units, the DCRN warrants, the NewCo Ordinary Shares or the NewCo Warrants to decline, perhaps significantly, and you therefore may lose all or part of your investment. You should carefully consider the following risk factors in conjunction with the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” “Tritium Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “DCRN Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements of Tritium, the financial statements of DCRN and notes to the financial statements included herein. The risks discussed below are not exhaustive and are based on certain assumptions made by NewCo, DCRN and Tritium which later may prove to be incorrect or incomplete. Investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Tritium, DCRN and NewCo. Each of NewCo, DCRN and Tritium may face additional risks and uncertainties that are not presently known to it, or that are currently deemed immaterial, which may also impair its business or financial condition.

Risks Related to Tritium’s Business

Tritium is a growth-stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the near term.

Tritium incurred total comprehensive losses of $35.0 million and $63.2 million for the year ended June 30, 2020, and the year ended June 30, 2021, respectively. Tritium believes it will continue to incur operating and net losses for the near term. Even if it achieves profitability, there can be no assurance that it will be able maintain profitability in the future. Tritium’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric trucks and other vehicles, and other electric transportation modalities, which may not occur. Further, EV charging is a developing technology and Tritium’s future business performance is dependent upon its ability to build and sell a differentiated technology. If EV charging technology commoditizes and prices decrease more rapidly than Tritium has forecasted, its market share and results of operations may be adversely impacted.

Tritium has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.

Tritium has experienced rapid growth in recent periods. For example, the number of full-time employees has grown from 222 in 2018 to 320 as of July 31, 2021. The growth and expansion of its business has placed and continues to place a significant strain on management, operations, financial infrastructure and corporate culture. In the event of further growth, Tritium’s information technology systems and Tritium’s internal control over financial reporting and procedures may not be adequate to support its operations and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain unauthorized access to business information or misappropriate funds. Tritium may also face risks to the extent such bad actors infiltrate the information technology infrastructure of its contractors.

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To manage growth in operations and personnel, Tritium will need to continue to improve its operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, loss of key personnel, information security vulnerabilities or other operational difficulties, any of which could adversely affect its business performance and operating results.

Tritium currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops.

The EV charging industry is relatively new, and the competitive landscape is still developing. Successfully penetrating large emerging EV markets, such as North America and Europe, will require early engagement with customers to gain market share, and ongoing efforts to scale channels, installers, teams and processes. Tritium’s potential entrance into additional Asia-Pacific markets such as Japan, South Korea and Singapore may require establishing itself against existing competitors. In addition, there are multiple competitors in North America and Europe that could begin selling and commissioning chargers of lower quality which, in turn, may cause poor driver experiences, hampering overall EV adoption or trust in EV charging providers.

Tritium believes that it is differentiated from current publicly listed EV charger manufacturers in that it focuses exclusively on developing DC fast charging solutions. However, there are other means for charging EVs and the continued or future adoption of such other means could affect the demand for Tritium’s DC fast charging products and services. For example, Tesla Inc. (“Tesla”), continues to build out its proprietary supercharger network across the United States for Tesla vehicles and has announced that it plans to open this network to other EVs beginning later in 2021, which could reduce overall demand for DC fast charging at other sites. Also, third-party contractors can provide basic electric charging capabilities to potential customers seeking on-premise EV charging capability. In addition, many EV charging manufacturers are offering home charging equipment, which could reduce demand for on-premise charging capabilities if EV owners find charging at home to be sufficient. Further, the continued or future adoption of other home charging technologies could reduce the demand for Tritium’s planned home charging product offerings.

Further, Tritium’s current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may be able to respond more quickly and effectively than Tritium to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted technologies, greater marketing expertise and greater financial resources, which could put Tritium at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of Tritium’s current or future target markets, which could create price pressure. In light of these factors, even if Tritium’s offerings are more effective and of higher quality than those of its competitors, current or potential customers may accept competitive solutions. If Tritium fails to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.

Tritium faces risks related to health pandemics, including the recent COVID-19 pandemic, which could have a material adverse effect on its business and results of operations.

The impact of the COVID-19 pandemic, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant

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volatility in the global economy and led to reduced economic activity. The impact of the COVID-19 pandemic has also resulted in a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has led to a decrease in EV sales in markets around the world. Any sustained downturn in demand for EVs would harm Tritium’s business.

Throughout the COVID-19 pandemic, government authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. The reimplementation of these measures upon a resurgence of the virus or a rise in variants may adversely impact Tritium’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for EV charging stations, particularly at workplaces. These measures by government authorities may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing activities, business and results of operations.

The COVID-19 pandemic has also prompted a trend towards expanding contractual liability, including penalties for delivery and service delays and force majeure clauses for suppliers, which could have a material adverse effect on Tritium’s business and results of operations if delivery or servicing of its products is delayed due to COVID-19 restrictions or similar events. There is an increased risk of both litigation and loss of business due to service and delivery delays resulting from COVID-19 pandemic impacts.

The impact of the COVID-19 pandemic on international shipping and air freight, including fewer available shipping providers and routes and air freight capacity and routes and significantly increased costs, has increased Tritium’s cost of goods sold and may continue to increase cost of goods sold in the future. Additionally, any future shipping or air freight delays and cost increases as a result of the COVID-19 pandemic, or any future pandemic or resurgence, could have a material adverse effect on Tritium’s business and results of operations.

The extent to which the COVID-19 pandemic impacts Tritium’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted with certainty, including, but not limited to, the rise and prevalence of future resurgences or variants, duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and business partners to perform, including third-party suppliers’ ability to provide components and materials used in charging stations or in providing commissioning or maintenance services. Additionally, the COVID-19 pandemic has already led to and may continue to lead to additional cost increases in the component parts used to manufacture and service EV charging stations, impacting Tritium’s business and results of operations. Even after the COVID-19 pandemic has subsided, Tritium may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

The COVID-19 pandemic has also led to less international migration, impacting job markets in the countries that Tritium operates in, specifically increasing labor costs and the cost of attracting talented executives, sales staff and engineers, and also limiting the available pool of talent due to international travel restrictions and quarantine requirements, leading to labor being less mobile for interstate and international moves. These restrictions could have a material adverse effect on Tritium’s business and results of operations.

Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for Tritium’s products and services.

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Tritium relies on a limited number of suppliers and manufacturers of certain key components for its charging stations. A loss of any of these partners, including as a result of a global supply shortage or major shipping disruption, could negatively affect Tritium’s business, financial condition and operating results.

Tritium relies on a limited number of suppliers to manufacture components for its charging stations, including in some cases only a single supplier for some products and components. This reliance on a limited number of suppliers increases Tritium’s risks, since it does not currently have proven reliable alternative or replacement suppliers for certain components beyond these key parties, and in some cases replacing the supplier would require re-certification of the charging station by relevant regulatory authorities. In the event of a disruption, Tritium may not be able to increase capacity from other sources, or develop alternate or secondary sources, without incurring material additional costs and substantial delays. Thus, Tritium’s business could be adversely affected if one or more of its suppliers is impacted by any raw materials shortages or price increases, or manufacturing, shipping or regulatory disruptions.

If Tritium experiences a significant increase in demand for its charging stations, or if it needs to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms or at all, which may undermine its ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a supplier that has the capability and resources to build charging station components in sufficient volume. Identifying suitable suppliers and sub-assembly manufacturers could be an extensive process that requires Tritium to become satisfied with their component or sub-assembly specifications, quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical or environmental, social and governance (“ESG”) practices. Accordingly, a loss of any significant suppliers or sub-assembly manufacturers could have an adverse effect on Tritium’s business, financial condition and operating results.

Tritium is dependent on a limited number of significant customers and distributors for a substantial portion of its revenues. The loss of any such customer or distributor, a reduction in sales to any such customer or distributor, or the decline in the financial condition of any such customer or distributor could have a material adverse effect on Tritium’s business, financial condition, and results of operations if they are not replaced with another large sales order.

Tritium is, and may continue to be, dependent on a limited number of customers and distributors for a substantial portion of its revenue. Tritium cannot be certain that customers and/or distributors that have accounted for significant revenues in past periods, individually or as a group, will continue to generate similar revenues in any future period. The loss of any of Tritium’s major customers could negatively affect its results of operations, and any reduction, delay or cancellation of orders from one or more of its significant customers, or a decision by one or more of its significant customers to select products manufactured by a competitor, would significantly and negatively impact its revenue. Additionally, the failure of Tritium’s significant customers to pay their current or future outstanding balances would increase its operating expenses and reduce its cash flows.

Tritium’s contract with its exclusive distributor for the fuel market expired in August 2021, and Tritium does not expect the exclusive distributor contract to be renewed. Tritium expects to continue to work with this distributor to fill fuel customers’ orders that were already secured prior to August 2021.

Tritium previously had a three-year, exclusive distributor agreement with Gilbarco Inc. (“Gilbarco”), an affiliate of a Tritium shareholder, who had the sole right during the term of the distributor contract to lead sales into fuel customers and to sell Tritium products into the fuel segment (with an exception for charge point operators). That agreement expired on August 29, 2021, which requires Tritium and Gilbarco to negotiate the assignment of existing contracts between Gilbarco’s and Tritium’s end customers or enter continuity agreements for supply and servicing under such contracts. The expiration of the agreement also means that in order to sell to fuel segment customers, rather than selling through Gilbarco, Tritium must now either (i) directly tender products and services or enter supply arrangements with those customers or (ii) use other Tritium distributors to sell

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products and services into the fuel segment. Additionally, as a result of the expiration of the agreement, Gilbarco may now sell products that compete with Tritium’s products to Tritium’s existing and prospective customers. Failure to retain these fuel customers could adversely affect Tritium’s business and results of operations. See “Business of Tritium and Certain Information About Tritium—Distribution.”

While Tritium to date has not made material acquisitions, should it pursue acquisitions in the future, it would be subject to risks associated with acquisitions.

Tritium may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into Tritium’s own business would require attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

If Tritium is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.

Tritium’s success depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively would adversely affect its business.

Competition for employees can be intense, and the ability to attract, hire and retain them depends on Tritium’s ability to provide competitive compensation, culture and benefits. Tritium may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including the execution of its global business strategy.

Tritium is expanding its operations internationally, which will expose it to additional tax, compliance, market and other risks.

Tritium’s primary operations are in Australia, the United States and the Netherlands, and it maintains contractual relationships with suppliers and sub-assembly manufacturers throughout the world. Tritium is continuing to invest to increase its presence in these regions and to expand globally. Tritium is also exploring the possibility of establishing a software team and additional corporate offices in California. Managing this expansion requires additional resources and controls, and could subject Tritium to risks associated with international operations, including:

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As a result of these risks, Tritium’s current expansion efforts and any potential future international expansion efforts may not be successful.

Tritium’s management team has limited experience in operating a public company in the United States.

Tritium’s executive officers have limited experience in the management of a publicly traded company in the United States. The management team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that a significant amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company. Tritium may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies. The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company may require costs greater than expected.

Tritium’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators as that market matures.

Tritium’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators. The electrification of fleets is an emerging industry, and fleet operators may not adopt EVs on a widespread basis and on the timelines Tritium anticipates. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption. The sales cycle could also be longer for sales to fleet operators, as they are often larger organizations, with more formal procurement processes than smaller commercial site hosts, for example. Fleet operators may also require significant additional services and support, and if Tritium is unable to provide such services and support, it may adversely affect its ability to attract additional fleet operators as customers. Any failure to attract and retain fleet operators as customers in the future would adversely affect Tritium’s business and results of operations.

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Depending on funds raised in connection with the Business Combination, Tritium may need to raise additional funds and these funds may not be available when needed.

Tritium may need to raise additional capital in the future to further scale its business and expand to additional markets. Tritium may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. Tritium cannot be certain that additional funds will be available on favorable terms when required, or at all. If Tritium cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If Tritium raises funds through the issuance of debt securities or through loan arrangements, the terms of such securities or loans could require significant interest payments, contain covenants that restrict Tritium’s business, or other unfavorable terms. In addition, to the extent Tritium raises funds through the sale of additional equity securities, Tritium shareholders would experience additional dilution.

Any delay in Tritium achieving its manufacturing expansion planned for Europe and the United States could impact revenue forecasts associated with these facilities.

Tritium presently intends to apply a portion of the funds raised in connection with the Business Combination to fund at least a substantial portion of the costs of establishing new manufacturing facilities in Europe and the United States. Tritium’s ability to fund the completion of these projects may depend on, in addition to the funds raised in connection with the Business Combination, cash flow from future operations, which may not materialize or be available at the needed levels, or other sources of funding, which may not be available at acceptable rates or at all. In addition, completion of these projects could be delayed due to factors outside of Tritium’s control, including equipment delivery delays and other shipping delays or interruptions, delays in customs processing, delays in obtaining regulatory approvals, work stoppages, imposition of new trade tariffs, unusual weather conditions and impacts of the COVID-19 pandemic. Any delays in completion of these projects could impact revenue forecasts associated with the expanded facilities and could adversely affect Tritium’s business, financial condition and results of operations.

If a safety issue occurs with Tritium products, or similar products from another manufacturer, there could be adverse publicity around Tritium’s products or the safety of charging stations generally, which could adversely affect Tritium’s business and results of operations.

Manufacturers of EV charging stations, including Tritium, may be subject to claims that their products have malfunctioned and, as a result, persons were injured and/or property was damaged. For example, under certain circumstances, including improper charging, lithium-ion batteries have been observed to catch fire or vent smoke and flames. In addition, Tritium’s customers could be subjected to claims as a result of such incidents and may bring legal claims against Tritium to attempt to hold Tritium liable. Any of these events could result in negative publicity and reputational harm, which could adversely affect Tritium’s business and results of its operations.

If products in Tritium’s product roadmap, including Tritium’s software licenses, do not achieve projected sales in the future in their planned channel, revenue forecasts for that product will not be met and Tritium’s results of operations could be adversely affected.

Tritium cannot assure you that the software and hardware technology on Tritium’s product roadmap will prove to be commercially viable or meet projected revenue forecasts. Tritium’s business is based on new technology and if its software or hardware fails to achieve expected performance and cost metrics, Tritium may be unable to develop demand for products and generate sufficient revenue to meet forecasts for one or more product channels. Further, Tritium and/or its customers may experience operational problems with Tritium’s products that could delay or defeat the ability of such products to generate revenue or operating profits. If Tritium is unable to achieve its sales targets on time and within its planned budget, its business, results of operations and financial condition could be materially and adversely affected.

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An interruption of Tritium’s production capability at one or more of its manufacturing facilities from pandemics, accident, calamity or other causes, or events affecting the global economy, could adversely affect Tritium’s business.

Tritium manufactures its products at a limited number of manufacturing facilities, and it generally does not have redundant production capabilities that would enable it to shift production of a particular product rapidly to another facility in the event of a loss of one of, or a portion of one of, its manufacturing facilities. A catastrophic loss of the use of one or more of Tritium’s manufacturing facilities due to pandemics, including the COVID-19 pandemic, accident, fire, explosion, labor issues, extreme weather events, natural disasters, condemnation, cyberattacks, cancellation or non-renewals of leases, terrorist attacks or other acts of violence or war or otherwise could have a material adverse effect on Tritium’s production capabilities. In addition, unexpected failures, including as a result of power outages or similar disruptions outside of Tritium’s control, of Tritium’s equipment and machinery could result in production delays or the loss of raw materials or products in the equipment or machinery at the time of such failures. Any of these events could result in substantial revenue loss and repair costs. An interruption in Tritium’s production capabilities could also require it to make substantial capital expenditures to replace damaged or destroyed facilities or equipment. There are a limited number of manufacturers that make some of the equipment Tritium uses in its manufacturing facilities, and Tritium could experience significant delay in replacing or repairing manufacturing equipment necessary to resume production. An interruption in Tritium’s production capability, particularly if it is of significant duration, could result in a permanent loss of customers who decide to seek alternate products and could materially adversely affect Tritium’s business, financial condition and operating results.

Increases in labor costs, potential labor disputes and work stoppages or an inability to hire skilled manufacturing, sales and other personnel could adversely affect Tritium’s business.

Tritium’s financial performance is affected by the availability of qualified personnel and the cost of labor. An increase in labor costs, work stoppages or disruptions at Tritium’s facilities or those of its suppliers or transportation service providers, or other labor disruptions, could decrease Tritium’s sales and increase its expenses. The effects of the COVID-19 pandemic have reduced immigration of skilled labor into Australia and correspondingly reduced the labor pool for certain key roles. The COVID-19 pandemic has also led to reduced interstate migration within Australia. These factors could increase wages for certain roles or cause business operations to suffer. Although Tritium’s employees are not represented by a union, its labor force may become subject to labor union organizing efforts, which could cause Tritium to incur additional labor costs. Some of Tritium’s employees are covered by Awards (as defined below) or, in the Netherlands, a Collective Labor Agreement (as defined below). In Australia, Awards are set by the Australian legislature and define the minimum terms of employment within a specific industry or occupation. Awards that apply to Tritium’s employees in Australia include the Manufacturing and Associated Industries and Occupations Award, the Professional Employees Award and the Clerks Award (collectively, “Awards”). Employees employed by Tritium’s Dutch subsidiaries (i.e., Tritium Europe B.V. and Tritium Technologies B.V.) are covered by a Collective Labor Agreement (“Collective Labor Agreement”), which sets out the minimum terms of their employment agreements.

The competition for skilled manufacturing, sales and other personnel is intense in the regions in which Tritium’s manufacturing facilities are located. A significant increase in the salaries and wages paid by competing employers could result in a reduction of Tritium’s labor force, increases in the salaries and wages that it must pay, or both. Additionally, potential employees may seek remote work options that are unavailable for certain positions. If Tritium is unable to hire and retain skilled manufacturing, sales and other personnel, its ability to execute its business plan, and Tritium’s results of operations, would suffer.

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Risks Related to the EV Market

Changes to fuel economy standards or the success of alternative fuels such as green hydrogen may negatively impact the EV market and depot charging sales opportunities for heavy vehicles and thus the demand for Tritium’s products and services.

If the fuel efficiency of non-electric vehicles continues to increase, and the cost of vehicles using renewable transportation fuels, such as ethanol and biodiesel, improves, the demand for EVs could diminish. In addition, the EV fueling model is different than gasoline or other fuel models, requiring behavior change and education of influencers, consumers and others, such as regulatory bodies. Developments in alternative technologies, such as green hydrogen, advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations. For example, fuel that is abundant and relatively inexpensive in the United States, such as compressed natural gas, may emerge as the preferred alternative to petroleum-based fuels. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based fuels over others, which may not necessarily be EVs. This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market. Finally, the state of California’s waiver for setting state-specific vehicle emissions standards may or may not be reinstated, which could impact California’s ability to set fuel economy standards that encourage the adoption of EVs, which are followed by many other states. If any of the above cause or contribute to consumers or businesses no longer purchasing EVs or purchasing them at a lower rate, it would materially and adversely affect Tritium’s business, operating results, financial condition and prospects.

Tritium’s future growth and success is highly correlated with, and thus dependent upon, the continuing rapid adoption of EVs for passenger and fleet applications.

Tritium’s future growth is highly dependent upon the adoption of EVs both by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and other competitive factors, evolving government regulation and industry standards, changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continued growth or future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, Tritium’s business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

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In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles. Furthermore, because fleet operators are expected to make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and Tritium’s products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect Tritium’s business, financial condition and operating results.

The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and other entities in many countries around the world to offset the purchase or operating cost of EVs and EV charging stations. Tritium’s sales and sales growth heavily rely on these incentives to continue the transition towards the electrification of transport, and therefore the demand for EV chargers. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect Tritium’s financial results.

The U.S. federal government, foreign governments and some U.S. state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations for customers and support widespread installation of EV charging infrastructure. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. In particular, Tritium has heavily relied upon the availability of U.S. federal tax credits to purchasers under Section 30C of the Code to market its EV charging stations, which subsidize the cost of placing in service EV charging stations. The credits under Section 30C of the Code are set to expire on December 31, 2021, and thus would not be available going forward unless extended. There can be no assurance that the credits under Section 30C of the Code will be extended, or if extended, will not be otherwise reduced. Any reduction in rebates, tax credits or other financial incentives, including the credit under Section 30C of the Code, could negatively affect the EV market and adversely impact Tritium’s business operations and expansion potential.

Increases in costs, disruption of supply or shortage of raw materials, particularly lithium-ion battery cells, could harm the ability of EV manufacturers to produce electric vehicles.

EV manufacturers may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such cost increase or supply interruption could materially negatively impact their businesses as well as Tritium’s business prospects, financial condition and operating results. EV manufacturers use various raw materials including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), lithium, and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand and could adversely affect their businesses and Tritium’s business prospects and operating results. Additionally, certain manufacturers may be required to comply with supply chain diligence requirements in obtaining certain of these raw materials, which may result in increased procurement costs if only a limited number of suppliers

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meet such criteria. As such, Tritium is exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

Any disruption in the supply of battery cells could temporarily disrupt production of all EVs. Moreover, battery cell manufacturers may refuse to supply to EV manufacturers if they determine that the vehicles are not sufficiently safe. Substantial increases in the prices for raw materials would increase EV manufacturers’ operating costs and could reduce their margins if the increased costs cannot be recouped through increased EV prices. This would likely result in the production of fewer EVs by manufacturers.

The EV charging industry is characterized by rapid technological change, which requires Tritium to continue to develop new products and product innovations. Any delays or failures in such development could adversely affect market adoption of its products and Tritium’s financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, including Tritium’s products. Tritium’s future success will depend upon its ability to timely develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of EV charging. Wireless inductive EV charging could also become more viable and gain some market share. As new products are introduced, gross margins tend to decline in the near term and improve as the product become more mature and with a more efficient manufacturing process.

As EV technologies change, Tritium may need to upgrade or adapt its charging station technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve substantial costs. Even if Tritium is able to keep pace with changes in technology and develop new products and services, its product development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected.

Tritium cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage Tritium’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase Tritium’s competitors’ products or services.

If Tritium is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects will be adversely affected.

Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

This proxy statement/prospectus includes estimates of the addressable market for Tritium’s products and solutions, and the EV market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the

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uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts in this proxy statement/prospectus relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasted in this proxy statement/prospectus, Tritium’s business could fail to grow at similar rates.

Competition to increase market share may lead to Tritium’s competitors reducing their margins, or selling competing products at a loss or signing up to unfavorable contract terms, requiring Tritium to either lose market share, sell its products for similarly low margins or increase its exposure to legal risk, which could adversely affect Tritium’s results of operations and financial condition.

Competitive price pressures could negatively affect Tritium’s operating results. The EV market in which Tritium operates is both highly competitive and is at a relatively early stage. In addition, several of Tritium’s larger competitors have significantly greater resources than Tritium and may potentially sell products and services below cost in order to gain market share. If Tritium’s competitors offer discounts on certain products or services in the future, Tritium has in the past and may in the future decide to lower prices on its products and/or services, which could adversely affect its gross margins, financial condition and results of operations.

Competitive pressure to gain market share could result in Tritium’s competitors executing agreements with unfavorable contract terms that shift key risks onto the charger manufacturer, such as new product development and certification timeframes or component failures and requirements to proactively retrofit parts which have not yet failed. If Tritium’s competitors decide to sign contracts on these terms, Tritium may decide to sign up for them in order to compete which could adversely affect results of operations.

If market-driven price reductions exceed forecasted price reductions, Tritium’s cost reduction activities may not offset those reduced prices, which could adversely affect Tritium’s results of operations and financial condition.

The markets in which Tritium participates are intensely competitive and are likely to remain intensely competitive for the foreseeable future. Tritium has experienced pricing pressure on many of its products and anticipates continued pricing pressure in the future. Ongoing and heightened competitive price pressure makes it increasingly important for Tritium to reduce the unit costs of its products. Although Tritium has undertaken and expects to continue to undertake productivity enhancement and cost reduction initiatives, including significant investments in its facilities to improve manufacturing efficiency, cost and product quality, it cannot make assurances that it will complete all of these initiatives, fully realize the estimated cost savings from such activities, or be able to continue to reduce costs and increase productivity. If Tritium is not able to reduce costs sufficiently to offset reduced prices, its market share, margin and results of operations may be adversely affected.

Risks Related to Tritium’s Technology, Intellectual Property and Infrastructure

Tritium may need to defend against intellectual property infringement or misappropriation claims or challenge the patents of its competitors, which may be time-consuming and expensive.

From time to time, the holders of intellectual property rights may assert their rights and urge Tritium to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that Tritium will be able to mitigate the risk of potential suits or successfully combat other legal demands by competitors or other third parties. Accordingly, Tritium may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation or arbitration will not occur, and such licenses and associated disputes could significantly increase Tritium’s operating expenses. In addition, if Tritium is determined to have or believes there

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is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that Tritium’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to Tritium’s products and services, Tritium may be required to indemnify such customers and business partners. Further, Tritium may be forced to challenge the patents of its competitors, either in conjunction with defending an infringement claim or separately, in order to protect Tritium’s rights to sell its current and future products. If Tritium were required to take one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or other disputes, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

Tritium’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

Tritium’s success depends, at least in part, on its ability to protect its technology and intellectual property. To accomplish this, Tritium relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology. Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of Tritium’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

The measures Tritium takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

Patent, trademark, and trade secret laws are geographical in scope and vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of its intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, Tritium’s intellectual property rights may not be as strong or as easily enforced outside of the United States.

It may be possible for a third party to copy or otherwise obtain and use Tritium’s proprietary rights. Tritium employs people on product development projects and in the factory and necessarily discloses to those persons trade secrets and know-how concerning its hardware and software. There is a risk that employees of Tritium may

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improperly disclose trade secrets to competitors of Tritium for commercial advantage in countries where the legal system does not support enforceability of intellectual property rights. Customers may also dismantle Tritium’s hardware for the purposes of reverse engineering it. While Tritium takes reasonable legal and other steps to protect its trade secrets and know how, there can be no assurance that any protective measure taken by Tritium has been, or will be adequate to protect Tritium’s proprietary rights from industrial espionage risks.

Tritium may be the target of industrial espionage and it is difficult for Tritium to protect against industrial espionage carried out by foreign state actors as it does not currently qualify under the Australian Security Intelligence Organisation Act 1979 (Cth) (“ASIO”) as an entity that may request a security assessment in Australia and therefore can only require police checks for its employees and cannot require baseline or secret security clearances which include an ASIO assessment. This exposes Tritium to potential theft of trade secrets, intellectual property and industry know-how by employees who may act for other countries.

Certain patents in the EV industry may come to be considered “standard essential patents”. If this is the case with respect to any of Tritium’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of Tritium technology and intellectual property, and those derivative works may become directly competitive with Tritium’s offerings. Finally, Tritium may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by Tritium’s vendors in connection with design and manufacture of Tritium’s products, thereby jeopardizing Tritium’s ability to obtain a competitive advantage over its competitors.

Tritium’s products are subject to numerous standards and regulations which may materially and adversely affect its business, results of operations or financial condition. The current lack of certainty and alignment in international standards and regulations may lead to multiple production variants of the same product, products failing customer testing, retrofit requirements for already fielded products, litigation with customers facing retrofit expenses, additional test and compliance expenses and further unexpected costs, and Tritium may not be able to comply with new standards and regulations on a competitive timeline or at all.

Emerging industry standards for EV station management, coupled with utilities and other large organizations mandating their own adoption of specifications that may not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction. Countries may also establish conflicting standards and regulations, increasing product development and compliance costs, delaying deliveries to customers and reducing profitability by introducing additional complexity and lack of standardization of production processes. In addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV charging stations, or to use their size and market position to influence the market, which could limit Tritium’s market and reach to customers, negatively impacting its business.

Further, should regulatory bodies later impose a standard that is not compatible with Tritium’s infrastructure, Tritium may incur significant costs to adapt its business model to the new regulatory standard, which may require significant time and, as a result, may have a material adverse effect on its revenues or results of operations.

Tritium’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers and drivers, and/or expose it to product liability and other claims that could materially and adversely affect its business.

Tritium may be subject to claims that charging stations have malfunctioned and that, as a result, persons or property were injured or damaged. The insurance that Tritium carries may be insufficient or may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. In addition, Tritium’s customers

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could be subjected to claims as a result of such incidents and may bring legal claims against Tritium to attempt to hold it liable. Any of these events could adversely affect Tritium’s brand, relationships with customers, operating results or financial condition.

Across Tritium’s product line, Tritium develops equipment solutions based on preferred dual source or common off-the-shelf vendors. However, due to its designs, Tritium relies on several single source vendors, the unavailability or failure of which can pose risks to its supply chain and delay revenue.

Furthermore, Tritium’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries. Tritium’s software has contained defects and errors in the past and may in the future contain undetected defects or errors. Tritium is continuing to develop the features and functionality of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if Tritium’s products and services, including any updates or patches, are not implemented (which requires customer consent) or are not used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect Tritium’s business and results of its operations:

Although Tritium has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect Tritium from claims by customers, resellers, business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on Tritium’s business, operating results, and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation or settlement agreements, divert management’s time and other resources and cause reputational harm.

In addition, Tritium relies on some open-source software and libraries issued under the GNU General Public License (or similar “copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Use of such copyleft-licensed software or libraries could require Tritium to disclose and license its proprietary source code and permit others to create derivative works of such source code, all at no cost.

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Tritium expects to incur product development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to Tritium if such products don’t meet market needs.

Tritium’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. Tritium plans to incur significant product development expense in the future as part of its efforts to design, develop, manufacture, certify and introduce new products and enhance existing products. Tritium’s product development expenses were $10.5 million and $9.5 million during the fiscal years ended June 30, 2021, and 2020, respectively, and are likely to grow in the future. Tritium has also incurred and will continue to incur material tooling, equipment, parts and facility costs in support of its product development efforts. Further, Tritium’s product development program may not produce successful or timely results, and its new products may not achieve market acceptance, create additional revenue or become profitable. If Tritium fails to offer high-quality support to station owners and drivers, its business and reputation will suffer.

Tritium expects to generate revenue from services and support of their customer installation base. Inadequate services and support could significantly reduce its profitability.

Once a customer has installed Tritium charging stations, station owners and drivers will rely on Tritium to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important so station owners can provide charging services and so drivers can receive reliable charging for their EVs. The importance of high-quality customer support will increase as Tritium seeks to expand its business and pursue new customers and geographies. If Tritium does not quickly resolve issues and provide effective support, its ability to retain customers or sell additional products and services to existing customers could suffer and its brand and reputation could be harmed.

Future revenue from Tritium’s software business will depend on customers renewing their services subscriptions and subscribing to newly developed software license offerings. If customers do not agree to pay for the software that they have been previously making use of or stop using the software or any of Tritium’s other subscription offerings, or if customers fail to add more stations, Tritium’s business and operating results will be adversely affected.

In addition to selling charging station hardware, Tritium expects that its future revenue will also depend on customers continuing to subscribe to, and pay for, its EV charging software services and extended warranty coverages. Therefore, it is important that customers renew their subscriptions when their warranty expires, and that some customers purchase service level agreements, subscribe to new software modules, and/or add additional charging stations and services to their existing subscriptions. Customers may decide not to renew their subscriptions with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality, or may not subscribe to newly developed software modules. Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging stations, prices, the features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions. If customers do not renew their subscriptions, if they renew on less favorable terms, or if they fail to add products or services, Tritium’s business and operating results will be adversely affected.

Failure to effectively expand Tritium’s sales and marketing capabilities could harm its ability to increase its customer base, maintain and grow its market share and achieve broader market acceptance of its solutions.

Tritium’s ability to grow its customer base, achieve broader market acceptance, grow revenue and market share, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Sales and marketing expenses represent a significant percentage of Tritium’s total revenue, and its operating results will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue.

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Tritium is substantially dependent on its direct sales force to obtain new customers. Tritium plans to continue to expand its direct sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of qualified sales personnel, which may adversely affect its ability to expand its sales capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive as quickly as anticipated, and Tritium may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, hiring sales personnel in new countries can be costly, complex, and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the revenue expected, or ultimately achieved, from those countries. There is significant competition for direct sales personnel with strong sales skills and technical knowledge. Tritium’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified direct sales personnel and on such personnel attaining desired results within a reasonable amount of time. Tritium’s business will be harmed if continuing investment in its sales and marketing capabilities does not generate a significant increase in revenue.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruptions and delays in services and operations, which could harm Tritium’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruptions and delays in Tritium’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing, and other attacks against online networks have become more prevalent and may occur on Tritium’s systems in the future. Tritium has implemented security measures such as multi-factor authentication and security incident and event management tools. But, any attempts by cyber attackers to disrupt Tritium’s services or systems, if successful, could harm its business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage its reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. As cyber-attacks evolve, the cost of measures designed to prevent such attacks continues to increase, and Tritium may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm Tritium’s reputation, brand and ability to attract customers.

Tritium has previously experienced, and may in the future experience, service disruptions, outages and other performance problems with its software and computer systems. These issues can be caused by a variety of factors, including infrastructure changes, cyber-security threats, third-party service providers, human or software errors and capacity constraints. If Tritium’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for its solutions from target customers.

Tritium has processes and procedures in place designed to enable it to recover from a disaster or catastrophe and continue business operations. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect its business and financial results.

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Tritium relies on third-party cloud service providers to operate certain aspects of its service. Interruptions, delays in service or inability to increase capacity with Tritium’s cloud service providers could impair the use or functionality of Tritium’s EV charging stations and other services, harm its business and subject it to liability.

Tritium currently serves its business partners and drivers using third-party cloud service providers. Any outage or failure of such cloud services could negatively affect Tritium’s product connectivity and performance. Further, Tritium depends on connectivity from its charging stations to its data network through cellular service and virtual private networking providers. Any incident affecting a cloud service provider’s network or a cellular and/or virtual private networking services provider’s infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of Tritium’s EV charging stations and services.

Financial, Tax and Accounting Risks

Tritium’s financial condition and results of operations are likely to fluctuate in the future due to, among other things, the cyclical nature of the automotive industry, which could cause its results to fall below expectations, resulting in a decline in the price of NewCo Ordinary Shares.

Tritium’s financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond its control.

In addition to the other risks described herein, the following factors could also cause Tritium’s financial condition and results of operations to fluctuate in the future:

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Fluctuations in operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue and other operating results in the future may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of NewCo Ordinary Shares.

Changes to applicable tax laws and regulations or exposure to additional tax liabilities could adversely affect NewCo’s business and future profitability.

After the Business Combination, NewCo will conduct operations, directly and through its subsidiaries, in Australia, the Netherlands, the United Kingdom and the United States, and NewCo and its subsidiaries will therefore be subject to income taxes in Australia, the Netherlands, the United Kingdom and the United States. NewCo may also in the future become subject to income taxes in other foreign jurisdictions. NewCo’s effective income tax rate could be adversely affected by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws, changes in accounting and tax standards or practices, changes in the composition of operating income by tax jurisdiction, changes in NewCo’s operating results before taxes, and the outcome of income tax audits in Australia, the Netherlands, the United Kingdom, the United States, or other jurisdictions. NewCo will regularly assesses all of these matters to determine the adequacy of its tax liabilities. If any of NewCo’s assessments are ultimately determined to be incorrect, NewCo’s business, results of operations, or financial condition could be materially adversely affected.

Due to the complexity of multinational tax obligations and filings, NewCo and its subsidiaries may have a heightened risk related to audits or examinations by federal, state, provincial, and local taxing authorities in the jurisdictions in which it operates. Outcomes from these audits or examinations could have a material adverse effect on NewCo’s business, results of operations, or financial condition.

The tax laws of Australia, the Netherlands, the United Kingdom and the United States, as well as potentially any other jurisdiction in which NewCo may operate in the future, have detailed transfer pricing rules that require that all transactions with related parties satisfy arm’s length pricing principles. Although NewCo believes that its transfer pricing policies have been reasonably determined in accordance with arm’s length principles, the taxation authorities in the jurisdictions where NewCo carries on business could challenge its transfer pricing policies. International transfer pricing is a subjective area of taxation and generally involves a significant degree of judgment. If any of these taxation authorities were to successfully challenge NewCo’s transfer pricing policies, NewCo could be subject to additional income tax expenses, including interest and penalties. Any such increase in NewCo’s income tax expense and related interest and penalties could have a material adverse effect on its business, results of operations, or financial condition.

NewCo may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

As a result of Tritium’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable, NewCo’s effective tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or NewCo may be subject to future changes in tax laws, in each case, the impacts of which could adversely affect NewCo’s after-tax profitability and financial results.

In the event that NewCo expands Tritium’s operating business domestically or internationally, NewCo’s effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by: operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in deferred tax assets and liabilities, changes in tax laws or the regulatory environment, changes in accounting and tax standards or practices, changes in the composition of operating income by tax jurisdiction, and the pre-tax operating results of NewCo’s business.

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Additionally, after the Business Combination, NewCo may be subject to significant income, withholding, and other tax obligations in the United States or other jurisdictions and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. NewCo’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, (i) the ability to structure business operations in an efficient and competitive manner, and (j) the availability of foreign income tax offsets in Australia. Outcomes from audits or examinations by taxing authorities could have an adverse effect on NewCo’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with NewCo’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If NewCo does not prevail in any such disagreements, its profitability may be affected.

NewCo’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

The ability of NewCo to utilize net operating loss and tax credit carryforwards following the Business Combination is conditioned upon NewCo attaining profitability and generating taxable income. Tritium has incurred significant net losses since inception and it is anticipated that NewCo will continue to incur significant losses. Additionally, NewCo’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.

As at June 30, 2021, the majority of carried forward tax losses within the broader Tritium Group are in Tritium Australia, which had carried forward tax losses of approximately $114.5 million, which may be available to reduce future Australian taxable income. These tax losses can be carried forward indefinitely, subject to the satisfaction of certain Australian loss testing provisions. For Australian tax purposes, carried forward tax losses may be utilized to reduce an entity’s taxable income to the extent that the entity satisfies either the Continuity of Ownership Test (“COT”) or the Business Continuity Test (“BCT”).

The COT requires that the same persons beneficially held more than 50% of the rights to voting, dividends and capital distributions from the start of the income year in which the tax loss was incurred to the end of the income year in which the loss is sought to be utilized to reduce the entity’s taxable income.

The BCT incorporates the Same Business Test, which broadly requires a company to carry on the same business at the end of the income year in which the loss is utilised as it carried on just prior to any breach of the COT, and the less stringent Similar Business Test (“SiBT”) which compares the businesses to see if the businesses at the relevant test times were similar. The SiBT allows for changes in the business resulting from attempts to grow or rehabilitate the business but is only applicable to losses incurred in income years beginning from July 1, 2015. With respect to Tritium Australia, it is expected that the Business Combination will cause the COT to be failed and accordingly the BCT position will need to be closely monitored going forward as Tritium Australia’s business expands.

For Australian income tax purposes, carried forward tax losses may only be utilised to reduce taxable income by the entity which originally incurred the loss unless the losses are transferred.

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NewCo may be treated as a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.

If NewCo is treated as a PFIC for any taxable year in which a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) holds NewCo Ordinary Shares or NewCo Warrants (regardless of whether NewCo remains a PFIC for subsequent taxable years), such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

NewCo expects to take the position that it is not a PFIC for the taxable year of the Business Combination, but such position will not be free from doubt. NewCo’s PFIC status for the taxable year of the Business Combination or any subsequent taxable year will not be determinable until after the end of each such taxable year, and NewCo cannot assure you that it will not be a PFIC in the taxable year of the Business Combination or in any future taxable year. If NewCo were later determined to be a PFIC, you may be unable to make certain advantageous elections with respect to your ownership of NewCo securities that would mitigate the adverse consequences of NewCo’s PFIC status, or making such elections retroactively could have adverse tax consequences to you. NewCo is not representing to you, and there can be no assurance, that NewCo will not be treated as a PFIC for the taxable year of the Business Combination or in any future taxable years. The PFIC rules are complex and unclear. U.S. Holders should consult with, and rely solely upon, their tax advisors to determine the application of the PFIC rules to them and any resultant tax consequences. For more information about the tax considerations with respect to PFIC classification to U.S. Holders, see the section entitled “Material U.S. Tax Considerations—Material U.S. Federal Income Tax Considerations for Holders with Respect to the Ownership and Disposition of NewCo Ordinary Shares or NewCo Warrants—Considerations for U.S. Holders—Passive Foreign Investment Company Rules.”

The Business Combination could result in NewCo being treated as a U.S. corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation organized under Australian law is not treated as a U.S. corporation and, therefore, is treated as a non-U.S. corporation. Section 7874 of the Code and the Treasury Regulations promulgated thereunder, however, contain rules that may cause a non-U.S. corporation that acquires the stock of a U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes under certain circumstances. If NewCo were treated as a U.S. corporation for U.S. federal income tax purposes, among other consequences, it would generally be subject to U.S. federal income tax on its worldwide income, and its dividends, if any, would be subject to taxation by the United States as dividends from a U.S. corporation. Regardless of the application of Section 7874 of the Code, NewCo is expected to be treated as an Australian tax resident for Australian tax purposes. Consequently, if NewCo were to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, it could be liable for both U.S. and Australian taxes and dividends paid by NewCo to its shareholders could be subject to both U.S. and Australian withholding taxes.

NewCo does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes, and NewCo intends to take this position on its tax returns. NewCo has not sought and will not seek any rulings from the IRS as to such tax treatment, and the Closing is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regard to, any particular tax treatment. Further, there can be no assurance that your tax advisor, the IRS, or a court will agree with the position that NewCo is not treated as a U.S. corporation pursuant to Section 7874 of the Code. NewCo is not representing to you that NewCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The rules for determining whether a non-U.S. corporation is treated as a U.S. corporation for U.S. federal income tax purposes are complex, unclear, and the subject of ongoing regulatory change. NewCo’s intended position is not free from doubt. Further, the application of such rules must be finally determined after completion of the Business Combination, by which time there could be adverse changes to the relevant facts, law, and other circumstances. For example, President Biden’s Made in America tax plan, if enacted, could increase the risk that NewCo would be treated as a U.S. corporation by expanding the scope of such rules to capture more transactions.

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For more information about the application of Section 7874 of the Code to the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of DCRN Class A Common Stock and DCRN Warrants—Tax Residence of NewCo for U.S. Federal Income Tax Purposes.”

Tritium’s reported financial results may be negatively impacted by changes in U.S. GAAP.

U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), the SEC and various bodies formed to promulgate and interpret accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.

NewCo is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may make it more difficult to compare performance with other public companies.

NewCo is an emerging growth company (“EGC”) as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs, including the fact that it is exempt from the requirement to obtain an attestation report from its auditors on management’s assessment of its internal control over financial reporting under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) for up to five years or until we no longer qualify as an emerging growth company, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. NewCo may take advantage of these provisions until the last day of its fiscal year following the fifth anniversary of the completion of this offering or until it is no longer deemed an EGC. Investors may find NewCo Ordinary Shares less attractive because NewCo will continue to rely on these exemptions. If some investors find NewCo Ordinary Shares less attractive as a result, there may be a less active trading market for NewCo Ordinary Shares, and the stock price may be more volatile.

An EGC may elect to delay the adoption of new or revised accounting standards. With NewCo making this election, Section 102(b)(2) of the JOBS Act allows NewCo to delay adoption of new or revised accounting standards until those standards apply to non-public business entities. As a result, the financial statements contained in this proxy statement/prospectus and those that NewCo will file in the future may not be comparable to companies that comply with public business entities revised accounting standards effective dates.

NewCo will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

NewCo will face increased legal, accounting, administrative and other costs and expenses as a public company that it did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require NewCo to carry out activities Tritium has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), NewCo could incur additional costs to rectify those issues, and the

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existence of those issues could adversely affect its reputation or investor perceptions. In addition, NewCo will purchase director and officer liability insurance, which has substantial additional premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The unaudited pro forma condensed combined financial information included in this document may not be indicative of what NewCo’s actual financial position or results of operations would have been.

NewCo has been recently incorporated and has no operating history and no revenues. This document includes unaudited pro forma condensed combined financial information for NewCo. The unaudited pro forma condensed combined statement of operations of NewCo for the twelve months ended June 30, 2021 reflects, with respect to Tritium, the consolidated statement of comprehensive loss of Tritium for the twelve months ended June 30, 2021, and, with respect to DCRN, (i) the unaudited statements of operations for the six months ended June 30, 2021 (as restated) of DCRN and (ii) the audited statements of operations for the period from December 4, 2020 (inception) through December 31, 2020 of DCRN, and gives effect to the Business Combination and certain other transactions as if they had been consummated as of July 1, 2020. The unaudited pro forma condensed combined balance sheet of NewCo combines the historical balance sheets of DCRN (as restated) and Tritium as of June 30, 2021 and gives pro forma effect to the Business Combination and certain other transactions as if they had been consummated on June 30, 2021.

The unaudited pro forma condensed combined financial information for NewCo following the Business Combination in this proxy statement/prospectus is presented for illustrative purposes only, is based on certain assumptions, addresses a hypothetical situation and reflects limited historical financial data. Therefore, the unaudited pro forma condensed combined financial information is not necessarily indicative of what NewCo’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of NewCo. Accordingly, NewCo’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Tritium has identified material weaknesses in its internal control over financial reporting. If Tritium is unable to remediate these material weaknesses, or if NewCo identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of NewCo’s consolidated financial statements or cause NewCo to fail to meet its periodic reporting obligations.

As a public company, NewCo will in the future be required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If NewCo is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective, which may subject it to adverse regulatory consequences and could harm investor confidence.

In connection with the preparation and audit of Tritium’s consolidated financial statements as of June 30, 2021 and for the years ended June 30, 2021 and 2020, material weaknesses were identified in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Tritium’s annual or interim financial statements will not be prevented or detected on a timely basis.

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The material weaknesses referenced above are described below:

Tritium has begun implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include hiring additional accounting and financial reporting personnel and implementing additional policies, procedures and controls.

In order to maintain and improve the effectiveness of its internal control over financial reporting, Tritium has expended, and anticipates that NewCo will continue to expend, significant resources, including accounting-related costs and significant management oversight. NewCo’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an EGC. At such time, NewCo’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results after the Business Combination and could cause a decline in the price of NewCo Ordinary Shares. These material weaknesses will not be considered remediated until the mitigating controls have operated for the required period of time and until the operating effectiveness of the controls has been validated, through testing, by management.

The report of Tritium’s independent registered public accounting firm contains an explanatory paragraph that expresses substantial doubt about Tritium’s ability to continue as a going concern.

The report of Tritium’s independent registered public accounting firm with respect to Tritium’s financial statements as of June 30, 2021 and 2020 and for each of the two years then ended indicates that Tritium’s financial statements have been prepared assuming that Tritium will continue as a going concern. The report states that, since Tritium has incurred net losses for the years ended June 30, 2021 and 2020, and Tritium needs to raise additional funds to meet its obligations and sustain its operations, there is substantial doubt about its ability to continue as a going concern. Tritium’s plans in regard to these matters are described in Note 1 to Tritium’s audited financial statements as of June 30, 2021 and 2020 and for the years then ended. Tritium’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NewCo’s management will have broad discretion in the use of NewCo’s net proceeds from the Business Combination and PIPE Financing.

NewCo cannot specify with certainty the particular uses of the net proceeds it will receive from the Business Combination and PIPE Financing. Accordingly, an investor in the NewCo Ordinary Shares will have to rely upon

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the judgment of NewCo’s management with respect to the use of proceeds, with only limited information concerning management’s specific intentions. NewCo’s management may spend a portion or all of the net proceeds from the Business Combination and PIPE Financing in ways that NewCo shareholders might not desire, that might not yield a favorable return and that might not increase the value of a NewCo shareholder’s investment. The failure by NewCo’s management to apply these funds effectively could have a material adverse effect on NewCo’s business, results of operations or financial condition. Pending their use, NewCo may invest the net proceeds from the Business Combination and PIPE Financing in a manner that does not produce income or that loses value.

There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm NewCo’s business may occur and not be detected.

NewCo’s management does not expect that NewCo’s internal and disclosure controls will prevent all possible error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, in NewCo will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. NewCo will also be dependent, in part, upon Tritium’s internal controls. A failure of NewCo’s or Tritium’s controls and procedures to detect error or fraud could seriously harm NewCo’s business and results of operations.

Tritium may be adversely affected by foreign currency fluctuations.

Tritium routinely transacts business in currencies other than the U.S. dollar. Additionally, Tritium maintains a portion of its cash and investments in currencies other than the U.S. dollar and may, from time to time, experience losses resulting from fluctuations in the values of these foreign currencies, which could cause Tritium’s reported net earnings to decrease, or could result in a negative impact to Tritium shareholders’ deficit. In addition, failure to manage foreign currency exposures could cause Tritium’s results of operations to be more volatile. Adverse, unforeseen or rapidly shifting currency valuations in Tritium’s key markets may magnify these risks over time. NewCo intends to recognize the proceeds from the Business Combination in U.S. dollars.

Risks Related to Legal Matters and Regulations

Data protection laws, and similar domestic or foreign regulations, may adversely affect Tritium’s business.

National and local governments and agencies in the countries in which Tritium operates and in which its customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, disclosure, and other processing of information regarding consumers and other individuals, which could impact Tritium’s ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe and Japan. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of Tritium’s solutions, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which Tritium closes sales transactions, any of which could harm its business. Moreover, if Tritium or any of its employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage its reputation and brand.

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Additionally, existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future and may be inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for Tritium and its customers. The European Union and United States agreed in 2016 to a framework for data transferred from the European Union to the United States, but this framework has been challenged and recently declared invalid by the Court of Justice of the European Union, thereby creating additional legal risks for Tritium. Additionally, the European Union adopted the GDPR in 2016, and it became effective in May 2018. The GDPR establishes requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of €20 million or 4% of worldwide revenue. The costs of compliance with, and other burdens imposed by, the GDPR may limit the use and adoption of Tritium’s products and services and could have an adverse impact on its business. Further, California adopted the CCPA and the California State Attorney General has begun enforcement actions. Although Tritium initiated a compliance program designed to ensure CCPA compliance after consulting with outside privacy counsel, Tritium may remain exposed to ongoing legal risks related to the CCPA and the California Privacy Rights Act approved by voters in November 2020 as well as similar legislation passed in Virginia and Colorado.

The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable to the businesses of customers may adversely affect Tritium’s ability and willingness to handle, store, use, transmit and otherwise process certain types of information, such as demographic and other personal information. In addition, the other bases on which Tritium and its customers rely for the transfer of personal data across national borders, such as the Standard Contractual Clauses promulgated and modernized by the EU Commission on June 4, 2021, commonly referred to as the Model Clauses, continue to be subjected to regulatory and judicial scrutiny. If Tritium or its customers are unable to transfer data between and among countries and regions in which it operates, it could decrease demand for its products and services or require it to modify or restrict some of its products or services.

In addition to government activity, privacy advocacy groups, the technology industry, and other industries have established or may establish various new, additional, or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that Tritium will meet voluntary certifications or adhere to other standards established by them or third parties. If Tritium is unable to maintain these certifications or meet these standards, it could reduce demand for its solutions and adversely affect its business.

Failure to comply with anticorruption and anti-money laundering laws, including the FCPA and similar laws associated with activities outside of the United States, could subject Tritium to penalties and other adverse consequences.

Tritium is subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the UK Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a material adverse effect on NewCo’s reputation, business, operating results, and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

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Tritium could be adversely impacted if it fails to comply with U.S. and international import and export laws.

Tritium exports products from Australia across the globe and imports goods into Australia, The Netherlands and the United States, and in the future plans to export products from the United States and Europe. Due to Tritium’s significant foreign sales, it is subject to trade and import and export regulations in multiple jurisdictions. As a result, compliance with multiple trade sanctions and embargoes and import and export laws and regulations pose a constant challenge and risk to Tritium. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments, loss of import and export privileges, reputational damage, and a reduction in the value of Tritium Shares.

Failure to comply with laws relating to labor and employment could subject Tritium to penalties and other adverse consequences.

Tritium is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it fails to comply with applicable U.S. federal or state wage law or applicable U.S. federal or state labor and employment laws, or wage, labor or employment laws applicable to its employees outside of the United States. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations, and damages or penalties which could have a materially adverse effect on NewCo’s or Tritium’s reputation, business, operating results, and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact Tritium’s financial results or results of operations.

Tritium and its operations, as well as those of Tritium’s contractors, suppliers, and customers, are subject to certain federal, state, local and foreign environmental laws and regulations governing, among other things, the generation, use, handling, storage, transportation, and disposal of hazardous substances and wastes. Tritium may also be subject to a variety of product stewardship and manufacturer responsibility laws and regulations, primarily relating to the collection, reuse, and recycling of electronic wastes and hardware, whether hazardous or not, as well as regulations regarding the hazardous material contents of electronic product components and product packaging, and non-hazardous wastes. These laws may require Tritium or others in Tritium’s supply chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material or adverse effects on Tritium’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operations requirements cannot be met in a manner satisfactory for Tritium’s operations or on a timeline that meets Tritium’s commercial obligations, it may adversely impact its business.

Environmental and health and safety laws and regulations can be complex, are subject to change, and may become more stringent in the future, such as through new requirements enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on Tritium’s business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays in connection with Tritium’s operations as well as other future projects, the extent of which cannot be predicted.

Further, Tritium currently relies on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes. Any failure to properly handle or

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dispose of such wastes, regardless of whether such failure is Tritium’s or its contractors, may result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources, and the Environmental Protection Act of 1994 (Queensland). The costs of liability for contamination could have a material adverse effect on Tritium’s business, financial conditions, or results of operations. Additionally, Tritium may not be able to secure contracts with third parties to continue their key supply chain and disposal services for its business, which may result in increased costs for compliance with environmental laws and regulations.

Australian takeover laws may discourage takeover offers being made for NewCo or may discourage the acquisition of large numbers of NewCo Ordinary Shares.

NewCo is incorporated in Australia and is subject to the takeover laws of Australia. Amongst other things, NewCo is subject to the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). Subject to a range of exceptions, the Corporations Act prohibits the acquisition of a direct or indirect interest in NewCo’s issued voting shares if the acquisition of that interest will lead to that person’s or someone else’s voting power in NewCo increasing from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%. Exceptions to the general prohibition include circumstances where the person makes a formal takeover bid for NewCo, if the person obtains shareholder approval for the acquisition or if the person acquires less than 3% of the voting power of NewCo in any rolling six-month period. Australian takeover laws may discourage takeover offers being made for NewCo or may discourage the acquisition of large numbers of NewCo Ordinary Shares.

The rights of NewCo shareholders are governed by Australian law and NewCo’s Constitution and differ from the rights of stockholders under U.S. corporate and securities laws. Holders of NewCo Ordinary Shares may have difficulty effecting service of process in the United States or enforcing judgments obtained in the United States.

NewCo is a public company incorporated under the laws of Australia. Therefore, the rights of NewCo shareholders are governed by Australian law and NewCo’s Constitution. These rights differ from the typical rights of stockholders of U.S. corporations. Circumstances that under U.S. law may entitle a stockholder of a U.S. company to claim damages may also give rise to a cause of action under Australian law entitling a shareholder in an Australian company to claim damages. However, this will not always be the case. NewCo shareholders may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the United States, liabilities under U.S. securities laws. In particular, if such a shareholder sought to bring proceedings in Australia based on U.S. securities laws, considerations include:

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NewCo shareholders may also have difficulties enforcing in courts outside the United States judgments obtained in the U.S. courts against any of NewCo’s directors and executive officers or NewCo, including actions under the civil liability provisions of the U.S. securities laws. See the sections entitled “Comparison of Shareholder Rights” and “Description of NewCo Securities” for additional information regarding the rights of NewCo shareholders.

NewCo Ordinary Shares are subject to Australian insolvency laws which are substantially different from U.S. insolvency laws and may offer less protections to NewCo shareholders compared to U.S. insolvency laws.

As a public company incorporated under the laws of Australia, NewCo is subject to Australian insolvency laws and may also be subject to the insolvency laws of other jurisdictions in which NewCo conducts business or has assets. These laws may apply where any insolvency proceedings or procedures are to be initiated against NewCo. Australian insolvency laws may offer NewCo shareholders less protection than they would have had under U.S. insolvency laws and it may be more difficult (or even impossible) for shareholders to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.

NewCo may be deemed a payment service provider or energy supplier under local or international laws and may become subject to extensive and complex legislation and regulations or may in certain cases be required to register as a regulated entity under those jurisdictions’ laws and regulations.

NewCo may be subject to payment service provider or energy supplier laws and regulations in the jurisdictions in which it conducts business or has assets. These laws and regulations may apply if NewCo is deemed to be a payment service provider or energy supplier under Australian laws or the laws of other jurisdictions in which it conducts business or has assets. If these laws and regulations apply to NewCo then NewCo may need to register as a regulated entity in the relevant jurisdiction and may also be subject to extensive and complex laws and regulations.

NewCo may be involved from time to time in legal proceedings and commercial or contractual disputes, which could have a material adverse effect on its business, results of operations and financial condition.

From time to time, NewCo may be involved in legal proceedings and commercial disputes. Such proceedings or disputes are typically claims that arise in the ordinary course of business, including, without limitation, commercial or contractual disputes, and other disputes with customers and suppliers, intellectual property matters, environmental issues, tax matters and employment matters. There can be no assurance that such proceedings and claims, should they arise, will not have a material adverse effect on NewCo’s business, results of operations and financial condition.

Risks Related to Ownership of NewCo’s Securities

Concentration of ownership among Tritium’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

After the Business Combination and the closing of the PIPE Financing (and assuming no redemptions by DCRN public stockholders of DCRN public shares), NewCo’s executive officers, directors and their affiliates will hold approximately 22.7% of the outstanding NewCo Ordinary Shares. As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the

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election of directors, any amendment of the NewCo Constitution and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

Even if the Business Combination is consummated, there is no guarantee that the NewCo Warrants will be in the money at the time they become exercisable, and they may expire worthless.

After the consummation of the Business Combination, the exercise price for the NewCo Warrants will be $11.50 per NewCo Ordinary Share. There is no guarantee that the NewCo Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the NewCo Warrants may expire worthless.

NewCo may amend the terms of the NewCo Warrants in a manner that may be adverse to holders of NewCo Public Warrants with the approval by the holders of at least 50% of the then-outstanding NewCo Public Warrants (or, if applicable, 65% of the then-outstanding NewCo Public Warrants and 65% of the then-outstanding NewCo Private Placement Warrants, voting as separate classes). As a result, the exercise price of the NewCo Warrants could be increased, the exercise period could be shortened and the number of NewCo Ordinary Shares purchasable upon exercise of a NewCo Warrant could be decreased, all without a holder’s approval.

The DCRN warrants were issued in registered form under the DCRN Warrant Agreement. NewCo will assume the DCRN Warrant Agreement in connection with the consummation of the Business Combination and will enter into such amendments as are necessary to give effect to the provisions of the Business Combination Agreement (the “NewCo Warrant Agreement”). The DCRN Warrant Agreement provides that the terms of the DCRN warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding DCRN public warrants to make any other modifications or amendments, including any change that adversely affects the interests of the registered holders of DCRN public warrants. Accordingly, DCRN may amend the terms of the DCRN public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding DCRN public warrants (or, in the case of an amendment that adversely affects the DCRN public warrants in a different manner than the DCRN private placement warrants or vice versa, 65% of the then-outstanding DCRN public warrants and 65% of the then-outstanding DCRN private placement warrants, voting as separate classes) approve of such amendment. Although DCRN’s ability to amend the terms of the DCRN public warrants with the consent of at least 50% of the then-outstanding DCRN public warrants (or, if applicable, 65% of the then-outstanding DCRN public warrants and 65% of the then-outstanding DCRN private placement warrants, voting as separate classes) is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the DCRN warrants, convert the DCRN warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of DCRN Class A Common Stock purchasable upon exercise of a warrant. The NewCo Warrant Agreement will include substantially similar amendment terms with respect to the NewCo Warrants.

NewCo may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making such warrants worthless.

Under the DCRN Warrant Agreement, assumed by NewCo in connection with the Business Combination, NewCo will have the ability to redeem outstanding NewCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of NewCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which NewCo gives proper notice of such redemption and provided certain other conditions are met. If and when the NewCo Warrants become redeemable by NewCo, it may exercise its

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redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding NewCo Warrants could force you (a) to exercise your NewCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your NewCo Warrants at the then-current market price when you might otherwise wish to hold your NewCo Warrants or (c) to accept the nominal redemption price which, at the time the outstanding NewCo Warrants are called for redemption, is likely to be substantially less than the market value of your NewCo Warrants. None of the NewCo Private Placement Warrants will be redeemable by NewCo so long as they are held by DCRN Sponsor, DCRN’s independent directors or any of their permitted transferees.

The DCRN Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of DCRN warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with DCRN.

The DCRN Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against DCRN arising out of or relating in any way to the DCRN Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that DCRN irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. DCRN will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any person or entity purchasing or otherwise acquiring any interest in any DCRN warrants shall be deemed to have notice of and to have consented to the forum provisions in the DCRN Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the DCRN Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of DCRN warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

DCRN notes, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with DCRN, which may discourage such lawsuits. Additionally, warrant holders who do bring a claim in the courts of the State of New York or the United States District Court for the Southern District of New York could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near New York. Alternatively, if a court were to find this provision of DCRN’s warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, DCRN may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect DCRN’s business, financial condition and results of operations and result in a diversion of the time and resources of DCRN’s management and board of directors.

Notwithstanding the foregoing, these provisions of the DCRN Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

The NewCo Warrant Agreement will include the same choice-of-forum provisions and the holders of NewCo Warrants will be subject to substantially similar risks.

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A significant portion of NewCo’s total outstanding shares will be restricted from immediate resale but may be sold into the market shortly after the Business Combination. This could cause the market price of NewCo Ordinary Shares to drop significantly, even if its business is performing well.

Sales of a substantial number of NewCo Ordinary Shares in the public market could occur at any time after the consummation of the Business Combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of NewCo Ordinary Shares. After the Business Combination (and assuming no redemptions by DCRN public stockholders of DCRN public shares), DCRN Sponsor, DCRN’s officers and directors and their affiliates will hold approximately 5.9% of the outstanding NewCo Ordinary Shares, including the 10,062,500 NewCo Ordinary Shares received in exchange for the DCRN Founder Shares when converted. Assuming a maximum redemption by DCRN public stockholders of 18,713,050 shares of DCRN Class A Common Stock, DCRN Sponsor, DCRN’s officers and directors and their affiliates will hold approximately 6.6% of the outstanding NewCo Ordinary Shares including the 10,062,500 NewCo Ordinary Shares received in exchange for the DCRN Founder Shares when converted. Pursuant to the terms of the Sponsor Support Agreement, among other things, DCRN Sponsor agreed to (i) waive the anti-dilution rights set forth in the DCRN Charter with respect to DCRN Founder Shares held by it, (ii) vote all the DCRN Class A Common Stock and DCRN Founder Shares held by it in favor of the adoption and approval of the Business Combination Agreement and the Business Combination, (iii) not transfer the DCRN Founder Shares (or NewCo Ordinary Shares issuable upon conversion thereof in the Merger) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) if the last sale price of NewCo Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which NewCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s shareholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property and (iv) not transfer any DCRN warrants (or NewCo Ordinary Shares issued or issuable upon the exercise of the DCRN warrants) until 30 days after the Closing. In connection with the Closing, DCRN will enter into the A&R Registration Rights Agreement, pursuant to which NewCo will agree that, within 30 calendar days after the Closing, NewCo will file with the SEC (at NewCo’s sole cost and expense) the Resale Registration Statement, and NewCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, certain existing shareholders of DCRN and Tritium will be entitled to demand NewCo’s assistance with underwritten offerings and block trades. Such holders will be entitled to customary piggyback registration rights.

Further, pursuant to the Subscription Agreement, NewCo has agreed that, within 30 calendar days after the closing of the PIPE Financing, NewCo will file with the SEC a registration statement registering the resale of the PIPE Shares, and NewCo will use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof. The sale of shares under the PIPE Resale Registration Statement may have an adverse effect on the trading price of NewCo Ordinary Shares.

For more information about the A&R Registration Rights Agreement and the PIPE Financing, see the section entitled “The Business Combination and Related Agreements—Related Agreements—Form of A&R Registration Rights Agreement” and “The Business Combination and Related Agreements—Related Agreements—PIPE Financing.”

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about NewCo, its business or its market, or if they change their recommendations regarding NewCo Ordinary Shares adversely, the price and trading volume of NewCo Ordinary Shares could decline.

The trading market for NewCo Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about NewCo, its business, its market or its competitors. If any of the analysts

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who may cover NewCo following the Business Combination change their recommendation regarding NewCo Ordinary Shares adversely, or provide more favorable relative recommendations about its competitors, the price of NewCo Ordinary Shares would likely decline. If any analyst who may cover NewCo following the Business Combination were to cease their coverage or fail to regularly publish reports on NewCo, NewCo could lose visibility in the financial markets, which could cause its stock price or trading volume to decline.

Following the consummation of the Business Combination, NewCo’s sole material asset will be its direct equity interest in Tritium and DCRN and it will be accordingly dependent upon distributions from Tritium or DCRN to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on its ordinary shares.

NewCo is a holding company and, subsequent to the completion of the Business Combination, will have no material assets other than its direct equity interest in Tritium and DCRN. NewCo will have no independent means of generating revenue. To the extent Tritium or DCRN has available cash, NewCo will cause Tritium or DCRN, as applicable, to make distributions of cash to NewCo to pay taxes, cover its corporate and other overhead expenses and pay dividends, if any, on NewCo Ordinary Shares. To the extent that NewCo needs funds and Tritium or DCRN fail to generate sufficient cash flow to distribute funds to NewCo or are restricted from making such distributions or payments under applicable law or regulation or under the terms of their respective financing arrangements, or are otherwise unable to provide such funds, NewCo’s liquidity and financial condition could be materially adversely affected.

The price at which NewCo Ordinary Shares are quoted on the NASDAQ may increase or decrease due to a number of factors, which may negatively affect the price of NewCo Ordinary Shares.

The price at which NewCo Ordinary Shares are quoted on the NASDAQ may increase or decrease due to a number of factors. These factors may cause NewCo Ordinary Shares to trade at prices above or below the price at which NewCo Ordinary Shares are being offered under this document. There is no assurance that the price of NewCo Ordinary Shares will increase following the quotation of NewCo Ordinary Shares on the NASDAQ, even if the Tritium Group’s operations and financial performance improves. Some of the factors which may affect the price of NewCo Ordinary Shares include:

Other factors which may negatively affect investor sentiment and influence NewCo, specifically or the stock market more generally include acts of terrorism, an outbreak of international hostilities or tensions, fires, floods, earthquakes, labor strikes, civil wars, natural disasters, outbreaks of disease or other man-made or natural events. NewCo has a limited ability to insure against some of the risks mentioned above.

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In the future, NewCo may need to raise additional funds which may result in the dilution of NewCo’s shareholders, and such funds may not be available on favorable terms or at all.

NewCo may need to raise additional capital in the future and may elect to issue shares (including pursuant to incentive arrangements) or engage in fundraising activities for a variety of reasons, including funding acquisitions or growth initiatives. NewCo will be subject to the constraints of the Listing Rules regarding the percentage of capital that NewCo is able to issue within a 12-month period (other than where exceptions apply). NewCo shareholders may be diluted as a result of such issues of NewCo Ordinary Shares and fundraisings.

Additionally, NewCo may raise additional funds through the issuance of debt securities or through obtaining credit from government or financial institutions. NewCo cannot be certain that additional funds will be available on favorable terms when required, or at all. If NewCo cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If NewCo raises funds through the issuance of debt securities or through loan arrangements, the terms of such securities or loans could require significant interest payments, contain covenants that restrict NewCo’s business, or other unfavorable terms.

There is no guarantee that NewCo will pay dividends or make other distributions in the future. If NewCo is able to pay dividends, there is no guarantee that NewCo will be able to offer fully franked dividends.

NewCo’s ability to pay dividends or make other distributions in the future is contingent on profits and certain other factors, including the capital and operational expenditure requirements of the business. Under the Corporations Act, a dividend may only be paid if NewCo’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend, the payment of the dividend is fair and reasonable to NewCo’s shareholders as a whole and the payment of the dividend does not materially prejudice NewCo’s ability to pay its creditors. Therefore, there is no assurance that dividends will be paid. Moreover, to the extent that NewCo pays any dividends, NewCo’s ability to offer fully franked dividends is contingent on making taxable profits. NewCo’s taxable profits may be difficult to predict, making the payment of franked dividends unpredictable. A component of Australia’s corporate tax system is dividend imputation, whereby some or all of the tax paid by a company may be attributed, or imputed, to the shareholders by way of a tax credit (known as a franking credit) to reduce income tax payable on that dividend income. A dividend that is “fully franked” carries a franking credit equivalent to the tax paid by the company on those profits distributed to Australian shareholders. A fully franked dividend distributed to non-Australian shareholders is not subject to Australian dividend withholding tax. The value of franking credits to a NewCo shareholder will differ depending on the NewCo shareholder’s particular tax circumstances. NewCo shareholders should also be aware that the ability to use franking credits, either as a tax offset or to claim a refund after the end of the income year, will depend on the individual tax position of each NewCo shareholder. See the section entitled “Material Australian Tax Considerations” for more information regarding the Australian tax consequences of future NewCo dividends.

Events outside NewCo’s control may have a material adverse effect on NewCo’s supply chain, the demand for its applications and its ability to conduct business.

Events may occur within or outside Australia that negatively impact global, Australian or other local economies relevant to NewCo’s financial performance, operations and/or the price of NewCo Ordinary Shares. These events include but are not limited to an increase of the impact of COVID-19, new pandemics, acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, labor strikes, civil wars, natural disasters, outbreaks of disease or other natural or man-made events or occurrences that may have a material adverse effect on NewCo’s supply chain, the demand for its applications and its ability to conduct business.

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No public market for NewCo Ordinary Shares currently exists, and an active trading market may not develop or be sustained following the Business Combination.

If NewCo Ordinary Shares are quoted on the NASDAQ, there can be no guarantee that an active trading market for NewCo Ordinary Shares will develop or that the price of NewCo Ordinary Shares will increase. There may be relatively few potential buyers or sellers of NewCo Ordinary Shares on the NASDAQ at any time. This may increase the volatility of the market price of NewCo Ordinary Shares. It may also affect the prevailing market price at which NewCo shareholders are able to sell their NewCo Ordinary Shares. This may result in NewCo shareholders receiving a market price for their NewCo Ordinary Shares that is less than the value of their initial investment.

NewCo may be required in the future to raise additional capital through public or private financing or other arrangements. If NewCo is unable to raise such capital when needed, or on acceptable terms, NewCo may not be able to grow its business or respond to competitive pressures.

NewCo may be required in the future to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and a failure to raise capital when needed could harm NewCo’s business. If NewCo cannot raise funds on acceptable terms, it may not be able to grow its business or respond to competitive pressures.

The majority of NewCo’s directors and executive officers are non-residents of the United States and as a result, it may not be possible for investors to enforce civil liabilities against those directors and executive officers of NewCo.

The majority of NewCo’s directors and executive officers are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia in original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal securities laws of the United States. In Australia, civil liability of directors and officers is dealt with by both common law and by various statutes, including the Corporations Act and the Civil Liability Act 2003 (Qld).

NewCo’s Constitution and other Australian laws and regulations applicable to NewCo may adversely affect NewCo’s ability to take actions that could be deemed beneficial to NewCo shareholders.

As an Australian company, NewCo is subject to different corporate requirements than a corporation organized under the laws of the United States. NewCo’s Constitution, as well as the Corporations Act, set forth various rights and obligations that are unique to NewCo as an Australian company. These requirements may limit or otherwise adversely affect NewCo’s ability to take actions that could be beneficial to NewCo’s shareholders, including provisions that:

Provisions of the laws of Australia may also have the effect of delaying or preventing a change of control or changes in our management. For example, the Corporations Act includes provisions that:

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In addition, because NewCo is a public company incorporated in Australia and will have more than 50 registered members, it will be subject to Australia’s takeovers laws. Australia’s Takeovers Panel is a peer review body that operates as the primary forum for the resolution of takeover disputes in Australia. The ASIC is the main body responsible for regulating and enforcing Australia’s takeovers laws, and has the power to refer matters to the Takeovers Panel. Australia’s takeovers laws regulate both Australian entities listed on a prescribed financial market operated in Australia and Australian companies that have more than 50 registered members. For so long as NewCo meets this criteria, it will be subject to the rules and restrictions applying under Australia’s takeovers laws in respect of the manner in which it responds or reacts to any takeover bid or other corporate control transaction, including but not limited to the following: (i) NewCo’s ability to enter into deal protection arrangements with a bidder would be limited; and (ii) NewCo may not, without the approval of its shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals or entering into arrangements that may grant options or rights in respect of NewCo’s shares or assets.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of DCRN’s securities and NewCo’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of DCRN’s securities prior to the Closing may decline. The market values of DCRN’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which DCRN’s stockholders vote on the Business Combination. Furthermore, if the Closing does not occur promptly after the DCRN special meeting, the market value of DCRN’s securities may fluctuate significantly between such date and the Closing.

In addition, following the Business Combination, fluctuations in the price of NewCo’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, trading in DCRN Class A Common Stock has not been active. Accordingly, the valuation ascribed to DCRN Class A Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market of NewCo Ordinary Shares following the Business Combination. If an active market for NewCo’s securities develops and continues, the trading price of NewCo’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond NewCo’s control. Any of the factors listed below could have a material adverse effect on your investment in DCRN’s securities prior to the Business Combination or NewCo’s securities following the Business Combination and such securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of such securities may not recover and may experience a further decline.

Factors affecting the trading price of NewCo’s securities following the Business Combination may include: