View:
United States securities and exchange commission logo
December 10, 2021
Jane Hunter
Chief Executive Officer
Tritium DCFC Ltd
48 Miller Street
Murarrie, QLD 4172
Australia
Re: Tritium DCFC Ltd
Amendment No. 2 to
Registration Statement on Form F-4
Filed November 29,
2021
File No. 333-259793
Dear Ms. Hunter:
We have reviewed your amended 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.
Amendment No. 2 to Registration Statement on Form F-4 filed November 29,
2021
Unaudited Pro Forma Condensed Combined Financial Information
3. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Financial
Information, page 180
1. We have read your
response to prior comment eight. In regard to pro forma
adjustment 3(1)(c), you
indicate that some transaction costs were historically expensed as
transaction and
offering related fees within the statement of operations of DCRN as of
June 30, 2021. Given
DCRN's historical results, please revise your disclosure to clarify
whether the $3,352,000
of expenses were actually recorded in selling, general and
administrative expense
rather than transaction and offering related fees in the statement of
operations of DCRN as
of June 30, 2021 or revise the pro forma statement of operations to
Jane Hunter
Tritium DCFC Ltd
December 10, 2021
Page 2
record these expenses.
MD&A - Critical Accounting Policies and Estimates
Share-Based Compensation, page 248
2. You disclose that the fair value of underlying ordinary shares were based
on independent
external valuations. Please clarify how management used the independent
external
valuations to determine the fair value of the underlying ordinary shares.
To the extent you
relied on a third-party valuation firm, please tell us your consideration
of including
the name of the advisor and providing a currently dated consent from the
advisor in your
registration statement in accordance with Rule 436(b) of Regulation C or
revise your
references to a valuation specialist.
Exhibits
3. Please refer to Exhibit 8.2. A tax opinion and the tax disclosure in the
prospectus both
must state clearly that the disclosure in the tax consequences section is
the opinion of the
named counsel or accountant. Currently, the accountant is not named in
the filing and the
opinion indicates only that the disclosure is a fair summary of the tax
consequences, not
that it represents their opinion. Please revise and file a revised
opinion.
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
December 10, 2021 Page 2
cc: Christopher Lueking
FirstName LastName