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United States securities and exchange commission logo
October 21, 2021
Jane Hunter
Chief Executive Officer
Tritium DCFC Ltd
48 Miller Street
Murarrie, QLD 4172
Australia
Re: Tritium DCFC Ltd
Registration
Statement on Form F-4
Filed September 24,
2021
File No. 333-259793
Dear Ms. Hunter:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed September 24, 2021
Non-GAAP Financial Measures, page v
1. We note you present
Non-GAAP Financial Measures, including consolidated segment
gross profit (loss) and
consolidated segment gross margin. Please be advised we believe
the most directly
comparable GAAP measures to the Non GAAP Financial Measures you
present are GAAP gross
profit (loss) and GAAP gross margin. Please revise your
presentation to
prominently disclose and reconcile the Non-GAAP Financial Measures
you present to the most
directly comparable GAAP measures as required by Item 10(e) of
Regulation S-K and
Regulation G. This comment is also applicable to the disclosures in
MD&A on page 219.
Jane Hunter
FirstName LastNameJane Hunter
Tritium DCFC Ltd
Comapany
October 21,NameTritium
2021 DCFC Ltd
October
Page 2 21, 2021 Page 2
FirstName LastName
Risk Factors, page 38
2. Please add a risk factor discussing Section 9.3 of Exhibit 4.3,
including whether it applies
to claims arising under the Securities Act and the Exchange Act. Also
address any risks to
investors, including increased costs to bring a claim and that these
provisions can
discourage claims or limit investors ability to bring a claim in a
judicial forum that they
find favorable. Your disclosure should also address whether there is
any question as to
whether a court would enforce the provision.
Background of the Business Combination, page 105
3. Please revise to provide greater clarity on the timing and nature of
your negotiations with
Tritium. Please address the following matters in your response and
revised disclosures:
Credit Suisse's engagement by Tritium in October 2020 and
Credit Suisse served as
an underwriter for the SPAC's IPO, which was completed in
February 2021;
the conference call attended by Riverstone Holdings on February
8, 2021 regarding
Tritium, which was the same day the IPO was completed;
the engagement of a law firm, also on February 8, 2021. Also
that same day, an
indication of interest was drafted and submitted to Tritium, and
it appears the
submission included specific financial terms;
how the specific financial terms in the February 8, 2021 were
determined, given your
disclosure that the SPAC first became aware of Tritium that same
day; and
the nature and extent of negotiations referenced in your
disclosure regarding the
March 8, 2021 renouncement.
DCRN Boards Consideration of and Reasons for Approving the Business
Combination, page 111
4. Please refer to the second, third, fourth and ninth bullet points.
Please expand to explain
each factor referenced in those bullets and explain how those factors
relate to the board's
conclusions for approving the business combination. For example,
describe the research
on 13 comparable companies and comparable transactions and how that
information
relates to the board's conclusions. Provide similar information with
respect to the
"financial and valuation analysis" of Tritium and the business
combination.
5. Please expand the disclosure beginning on page 105 to more
specifically describe the
"active role" the independent directors took, as mentioned on page
112.
Unaudited Prospective Financial Information, page 114
6. We note the projections in the table and the assumptions in the
paragraphs that follow.
Please revise to clarify the assumptions underlying the projected
financial information and
explain how those assumptions relate to the information in the table.
Quantify the
assumptions to the extent possible, including those underlying your
revenue projections.
7. We note that the projected financial information is through 2026.
Please revise to clarify
Jane Hunter
FirstName LastNameJane Hunter
Tritium DCFC Ltd
Comapany
October 21,NameTritium
2021 DCFC Ltd
October
Page 3 21, 2021 Page 3
FirstName LastName
the basis of the projections beyond year three and if the forecasts
reflect more than simple
assumptions about growth rates. Explain why the growth rates you
selected are
reasonable.
Related Agreements
Form of A&R Registration Rights Agreement, page 158
8. Please disclose whether there are any maximum cash penalties under the
registration
rights agreement. Please also disclose any additional penalties
resulting from delays in
registering the common stock. Refer to ASC 825-20-50-1.
Unaudited Pro Forma Condensed Combined Financial Information, page 162
9. In note (2) on page 165, you appear to indicate that the maximum
redemption scenario is
determined based on the assumption that a Minimum Cash Condition of
$200 million is
satisfied at Closing (after giving effect to the PIPE Funds,
redemption payments and
DCRN transaction expenses). Given the disclosure that there is a
Minimum Cash
Condition of $200 million, please clarify why the pro forma balance of
cash and cash
equivalents under the maximum redemption scenario is less than the
amount of the
Minimum Cash Condition.
Unaudited Pro Forma Condensed Combined Balance Sheet - As of June 30, 2021,
page 166
10. We note you disclose authorized, issued and outstanding shares on a
historical basis.
Please revise your pro forma balance sheet as of June 30, 2021 to also
disclose the number
of shares authorized, issued and outstanding on a pro forma basis.
11. In regard to balance sheet line items that are impacted by several pro
forma adjustments,
please provide a summary that clearly shows the impact of each pro
forma adjustment on
the balances presented. This information can be provided in a footnote
or in a manner
similar to how you present the impact of pro forma adjustments on cash
and cash
equivalents.
Unaudited Pro Forma Condensed Combined Statement of Operations - For the year
ended June
30, 2021, page 168
12. Please present historical and pro forma earning per share disclosures
on the face of the pro
forma statement of operations. Refer to Rule 11-02(a)(9)(i) of
Regulation S-X.
3. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Financial
Information, page 170
13. In regard to footnotes 3(1)(c), 3(1)(d), 3(1)(h), 3(1)(j), and 3(1)(l)
on pages 170 and 171, it
is not clear to us where or how the expenses related to each pro forma
adjustment are
reflected in the pro forma statement of operations under both
redemption scenarios.
Please clarify or revise the pro forma statement of operations to
reflect the related
expenses. Refer to Rules 11-02(a)(6)(i)(B) and 11-02(a)(11)(i) of
Regulation S-X.
Jane Hunter
FirstName LastNameJane Hunter
Tritium DCFC Ltd
Comapany
October 21,NameTritium
2021 DCFC Ltd
October
Page 4 21, 2021 Page 4
FirstName LastName
14. In regard to footnote 3(1)(g) on page 171 and footnote 3(1)(b) on page
172, it is not clear
to us where or how the $13.8 million expense related to the early
prepayment penalty that
will be recorded when the CIGNA loan is repaid is reflected in the pro
forma statement of
operations under both redemption scenarios. Please clarify or revise
the pro forma
statement of operations to reflect this expense. Refer to Rules
11-02(a)(6)(i)(B) and 11-
02(a)(11)(i) of Regulation S-X. In addition, we note you obtained an
additional $30
million of borrowings in August 2021 that are not reflected in the pro
forma financial
statements, please clarify if and how these proceeds were used and
whether the additional
borrowing will also be required to be repaid as a result of the
Business Combination.
15. In regard to footnotes 3(1)(h) and 3(1)(l) on page 171, it is not
clear to us how the expense
amounts related to each pro forma adjustment were calculated. Please
clarify or revise
your disclosures to address the terms and assumptions underlying the
amounts disclosed
related to the modifications/settlements. Please also disclose whether
any options will
remain outstanding after the Business Combination.
4. Pro forma loss per Share Information, page 173
16. Please quantify the equity instruments excluded from the calculations
of pro forma losses
per share because they are antidilutive.
Business of Tritium, page 193
17. Please clarify how your products are now distributed, given the
expiration of the
agreement mentioned in your disclosure on page 41. Please also clarify
the disclosure that
the agreement "requires Tritium and Gilbarco to negotiate the
assignment of existing
contracts between Gilbarco and Tritium s end customers or enter
continuity agreements
for supply and servicing under such contracts."
Tritium Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Key Factors Affecting Operating Results, page 211
18. Please revise MD&A to more fully address the following:
Given the disclosures that to mitigate potential shipping delays
you sent certain
orders by air instead of by sea, disclose and discuss the
potential impact of the change
in shipping methods on your operating results;
Given the disclosures regarding the termination of a distribution
agreement with
Gilbarco, disclose and discuss the potential impact of the
termination on your
operating results; and
Disclose and discuss your short-term and long-term liquidity
requirements and
priorities following the Business Combination, including the
potential impact of cash
redemptions.
International Operations Expansion, page 212
Jane Hunter
FirstName LastNameJane Hunter
Tritium DCFC Ltd
Comapany
October 21,NameTritium
2021 DCFC Ltd
October
Page 5 21, 2021 Page 5
FirstName LastName
19. Please expand to discuss the timing of your expansion plans, the
anticipated amount it will
cost and the source of funds.
Critical Accounting Policies and Estimates
Share-Based Compensation, page 229
20. In regard to common stock valuations discussed on page 230, you
indicate that the
weighted average exercise price is equal to the weighted average stock
price. We also
note your disclosure on page 229 that the fair value of the underlying
ordinary stock
considered the price per stock paid by investors in Tritium s
private financings in addition
to independent external valuations obtained. Please revise your
disclosure to clarify the
process by which you used the price per stock paid and external
valuations to determine
the fair value of your common stock. Please address the valuation
methodologies used,
including any significant assumptions, estimates and uncertainties
involved in your
determination of fair value. Please also address the facts and
circumstances that result in
differences between those valuations and the fair value implied by the
current Business
Combination.
Tritium Relationships and Related Party Transactions, page 274
21. If, as indicated by your disclosure on page 221, you intend to repay
all existing
indebtedness, including debt held by your affiliates, please revise to
describe those
intended transactions and the amounts that each affiliate will
receive.
22. For the last four transactions in this section, please revise to
clarify which of your
affiliates participated in the transaction and the nature and extent
of their interests.
Tritium Holdings PTY LTD - Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Recently Issued Accounting Standards, page F-43
23. We note you have disclosed when recently issued accounting standards
are effective but
you did not disclose when you expect to adopt ASU 2019-12, ASU
2020-06, ASU 2020-
08 and ASU 2020-10. Given your intention to take advantage of the
extended transition
period provided in Section 7(a)(2)(B) of the Securities Act, please
disclose the dates on
which you expect to adopt the recently issued accounting standards,
assuming you remain
an EGC at such time. Refer to Question 14 of the Jumpstart Our
Business Startups Act
Frequently Asked Questions.
Note 27 - Subsequent Events, page F-73
24. Please disclose the specific date through which subsequent events have
been evaluated
and state whether that date is the date the financial statements were
issued or the date the
financial statements were available to be issued. Refer to ASC
855-10-50-1.
General
Jane Hunter
FirstName LastNameJane Hunter
Tritium DCFC Ltd
Comapany
October 21,NameTritium
2021 DCFC Ltd
October
Page 6 21, 2021 Page 6
FirstName LastName
25. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
26. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
27. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company s officers
and directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, the target company. In addition, please clarify how
the board considered
those conflicts in negotiating and recommending the business
combination.
28. Your disclosure indicates that the SPAC charter waived the corporate
opportunities
doctrine. Please address this potential conflict of interest and
whether it impacted your
search for an acquisition target.
29. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
30. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
31. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
32. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks
33. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
34. Please highlight material differences in the terms and price of
securities issued at the time
of the IPO as compared to private placements contemplated at the time
of the business
combination. Disclose if the SPAC s sponsors, directors, officers or
their affiliates will
Jane Hunter
Tritium DCFC Ltd
October 21, 2021
Page 7
participate in the private placement.
35. Please quantify the aggregate fees payable to Credit Suisse that are
contingent on
completion of the business combination.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at
(202) 551-3709
if you have questions regarding comments on the financial statements and
related
matters. Please contact Geoff Kruczek at (202) 551-3641 or Anne Parker, Office
Chief, at (202)
551-3611 with any other questions.
Sincerely,
FirstName LastNameJane Hunter
Division of
Corporation Finance
Comapany NameTritium DCFC Ltd
Office of
Manufacturing
October 21, 2021 Page 7
cc: Christopher Lueking
FirstName LastName