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. 4

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.

EXPLANATORY NOTE

Tritium DCFC Limited is filing this Amendment No. 4 to its registration statement on Form F-4 (File No. 333-259793) (the ‘‘Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

II-1

II-2

*** To be filed by amendment

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brisbane, State of Queensland, Australia on December 16, 2021.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following person in the capacities indicated on December 16, 2021.

II-4

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, as amended, Tritium DCFC Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States on December 16, 2021.

II-5

Exhibit 8.2

		Ernst & Young 111 Eagle Street Brisbane QLD 4000 Australia GPO Box 7878 Brisbane QLD 4001		Tel: +61 7 3011 3333 Fax: +61 7 3011 3100 ey.com/au

Project Hulk – Material Australian Tax Considerations in US F-4

Dear Directors,

In accordance with our engagement agreement dated 9 August 2021, we confirm that the Registration Statement on Form F-4 that was originally filed with the United States of America Securities Exchange Commission (“US SEC”) on 24 September 2021, as amended through the date hereof, (the “Registration Statement”) includes a fair and reasonable summary of the material Australian tax considerations associated with the ownership and disposition of shares in Tritium DCFC Limited (the “Shares”). A section reference to the Australian tax comments included in the Registration Statement is attached as Appendix A.

Our review of the Registration Statement is restricted to cover the Australian income tax, capital gains tax (“CGT”), goods and services tax (“GST”), and stamp duty implications for shareholders of Tritium DCFC Limited associated with the ownership and disposition of the Shares, who:

Applicable Authorities

Our tax opinion is our best judgement based on the applicable provisions of the Australian tax legislation, case law and rulings issued by the Australian Taxation Office (“ATO”), as in effect and available on the date of the Registration Statement, which are subject to change and differing interpretations, with possible retroactive effect. As interpretations of the aforementioned authorities may differ, we cannot provide assurance that our opinion will be accepted by the ATO or if challenged by a court.

Our opinion is based on the Australian income tax legislation, applicable case law, regulations and published rulings, determinations, and statement of administrative practice of the ATO as at the date of this Registration Statement.

The law, regulations, the tax authorities’ interpretation, and administrative practices are subject to change. The policies and practices prevailing in the future when the transactions are reviewed by the tax

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

				Page 2

authorities may also differ from those relied upon for the purposes of this Registration Statement. Should the relevant policies and practices, or the Registration Statement itself, change, our opinion may change as well. We will not be responsible for updating the information herein, unless we are specifically requested to do so under a separate engagement.

Opinion

We, Ernst & Young, confirm that the statements set forth in the Registration Statement under the heading(s) specified in Appendix A hereto, insofar as they address the material Australian tax considerations of the Tritium DCFC Limited shareholders and discuss matters of Australian income tax law and regulations or legal conclusions with respect thereto, and except to the extent stated otherwise therein, are our opinion, subject to the assumptions, qualifications, and limitations stated herein and therein.

Our opinion is limited to the Australian tax statements addressed in this opinion and additional issues may exist that could affect the Australian income tax treatment associated with the ownership and disposition of Tritium DCFC Limited shares. Our opinion does not consider or provide any advice or a conclusion in respect to any such issues. Our opinion cannot be relied upon for the purpose of avoiding penalties that may be imposed with respect to any Australian income tax issues outside the limited scope of this opinion.

Our opinion is based on the facts, representations, and assumptions that have been included or referenced herein or in the Registration Statement. Our opinion does not address any matters beyond those described herein. Should any of the facts, representations or assumptions be incorrect, the conclusions reached in this opinion may be adversely affected.

With consideration of the above, we hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references therein to us. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

If you would like to discuss this matter further, please contact me on (07) 3243 3691.

Yours sincerely

Michael Hennessey

Partner - Tax

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

				Page 3

Appendix A

“MATERIAL AUSTRALIAN TAX CONSIDERATIONS”

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation