View:
United States securities and exchange commission logo
March 30, 2022
Jane Hunter
Chief Executive Officer
Tritium DCFC Limited
48 Miller Street
Murarrie, QLD 4172
Australia
Re: Tritium DCFC
Limited
Registration
Statement on Form F-1
Filed February 11,
2022
File No. 333-262681
Dear Ms. Hunter:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Form F-1 filed February 11, 2022
General
1. We note that the
Minimum Cash closing condition was waived. Please disclose the
amount of funds that
were available as of the closing of the business combination and
the remaining funds
currently available.
2. Please revise to update
your disclosures throughout the filing and address areas that
appear to need updating
or that present inconsistencies. Non-exclusive examples of areas
where disclosure should
be updated are as follows:
You state on page
91 that you expect your MSC platform to launch in the fourth
quarter of 2021.
Update this statement to reflect the current status.
Jane Hunter
FirstName LastNameJane
Tritium DCFC Limited Hunter
Comapany
March NameTritium DCFC Limited
30, 2022
March2 30, 2022 Page 2
Page
FirstName LastName
You state on page 2 that you expect to receive gross
proceeds of approximately
$15.0 million from the issuance and expect settlement to occur on
or about, or prior
to, March 17, 2022. Update this statement to reflect whether
you have received
proceeds this issuance.
You state on page 3 that you expect to receive gross
proceeds of approximately
$45.0 million from the issuance and expect settlement to occur on
or about, or prior
to, March 17, 2022. Update this statement to reflect whether
you have received
proceeds from this issuance.
3. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the selling securityholders acquired their
shares and warrants, and the
price that the public securityholders acquired their shares and
warrants. Disclose that
while the selling securityholders may experience a positive rate of
return based on the
current trading price, the public securityholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
trading price. Please also disclose the potential profit the selling
securityholders will earn
based on the current trading price. Lastly, please include appropriate
risk factor
disclosure.
Cover Page
4. For each of the securities being registered for resale, disclose the
price that the selling
securityholders paid for such securities.
5. Disclose the exercise price of the warrants compared to the market
price of the underlying
security. If the warrants are out the money, please disclose the
likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the
stock price. As
applicable, describe the impact on your liquidity and update the
discussion on the ability
of your company to fund your operations on a prospective basis with
your current cash on
hand.
6. We note the significant number of redemptions of DCRN Class A Common
Stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We
also note that most of
the shares being registered for resale were purchased by the selling
securityholders for
prices considerably below the current market price of the Ordinary
Shares. Highlight the
significant negative impact sales of shares on this registration
statement could have on the
public trading price of the Ordinary Shares.
Risk Factors, page 9
7. Please expand your risk factor on page 36 highlighting the negative
pressure potential
Jane Hunter
Tritium DCFC Limited
March 30, 2022
Page 3
sales of shares pursuant to this registration statement could have on
the public trading
price of the Ordinary Shares. To illustrate this risk, disclose the
purchase price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. Also disclose
that even though the
current trading price is below the SPAC IPO price, the private
investors have an incentive
to sell because they will still profit on sales because of the lower
price that they purchased
their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 95
8. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Ordinary
Shares, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
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.
Please contact Sergio Chinos at (202) 551-7844 or Asia Timmons-Pierce at
(202) 551-
3754 with any questions.
FirstName LastNameJane Hunter Sincerely,
Comapany NameTritium DCFC Limited
Division of
Corporation Finance
March 30, 2022 Page 3 Office of
Manufacturing
FirstName LastName