Carbon Revolution Limited (ASX:CBR) entered into non-binding letter of intent to acquire Twin Ridge Capital Acquisition Corp. (NYSE:TRCA) from Twin Ridge Capital Sponsor, LLC and others in a reverse merger transaction on October 28, 2022. Carbon Revolution Limited entered into the Scheme Implementation Deed to acquire Twin Ridge Capital Acquisition Corp. from Twin Ridge Capital Sponsor, LLC and others in a reverse merger transaction for $13.7 million on November 29, 2022. As per the terms, Twin Ridge Capital Acquisition will be merged into Merger sub company named poppetell limited. The consideration will be paid in shares. Upon completion, Twin Ridge Capital Acquisition shareholders will hold 57% of the merged corporation and rest will be held by Carbon Revolution Limited shareholders. CBR shareholders are expected to receive consideration for their CBR shares via the Scheme consisting of an aggregate of 19.7 million ordinary shares of poppetell being one poppetell Share for every 10.5 CBR shares. This is subject to certain adjustments as detailed in this announcement. CBR will delist from the ASX in connection with the listing of combined entity on either the New York Stock Exchange or Nasdaq in the United States, and CBR?s shares will cease to be quoted or traded on the ASX. The transaction was subject to the completion of due diligence and the negotiation of definitive agreements.

The transaction is subject to satisfaction of a range of conditions, including receipt of regulatory approvals, Court approval and approvals from CBR shareholders and Twin Ridge Capital Acquisition shareholders. CBR will also need to obtain bridge financing in order to fund its operations, including Transaction expenses, through the closing of the Transaction. Twin Ridge Capital and Carbon Revolution boards has unanimously approved the transaction. As of February 28, 2023, CBR is pleased to announce the filing registration statement on Form F-4 (?Registration Statement?) with the U.S. Securities and Exchange Commission (?SEC?). As of August 1, 2023, Twin Ridge Capital expects registration statement to become effective in early August. The transaction is expected to close in the first half of 2023. On April 8, 2023 (AEST), Amendment No.1 to the Registration Statement was submitted to the SEC by MergeCo. The transaction is expected to be closed in July 2023. As of May 24, 2023, the transaction is expected to close in August 2023. As of August 1, 2023, Twin Ridge Capital expects completion of the transaction to occur in October 2023. As on September 6, 2023, the Registration Statement on Form F-4 was declared effective by the SEC. As of September 7, 2023, The Federal Court of Australia has today made orders, that CBR convene and hold a meeting of CBR shareholders to consider and vote on the Scheme (?Scheme Meeting?).

Peter Seligson, Christian Nagler, David Wheat, Joe Tobias, Stephen Jacobson, Jake Ebers, Matt Darch, Alexandra Mihalas, Christie Alcala, Jonathan Kidwell, Mary Beth Houlihan, Ian Craig, Mario Mancuso, Carrie Schroll, Matthew Wheatley, Ellen Jakovic, Lucas Spivey, Jordan Roberts, Adam D. Larson, P.C. and Rami Totari of Kirkland & Ellis LLP acted as legal advisors to Twin Ridge Capital. Alex Mackinnon, Michael Ziegelaar and Cecilia Mehl of Herbert Smith Freehills and Goodwin Procter LLP acted as legal advisors to Carbon Revolution Limited. Morrow Sodali LLC acted as proxy solicitor and Continental Stock Transfer & Trust Company acted as transfer agent to Twin Ridge securities. Twin Ridge has agreed to pay Morrow a fee of $20,000. Computershare Trust Company, N.A. acted as transfer agent to Carbon Revolution. Craig-Hallum Capital Group, LLC acted as fairness opinion provider and financial advisor to Twin Ridge securities. E&P Corporate Advisory Pty Ltd acted as financial advisor to Carbon Revolution. Arthur Cox LLP acted as legal advisor and Link Market Services Limited acted as share registry to Carbon Revolution. McCann FitzGerald LLP acted as Irish counsel to Twin Ridge.

Carbon Revolution Limited (ASX:CBR) completed the acquisition of Twin Ridge Capital Acquisition Corp. from Twin Ridge Capital Sponsor, LLC and others in a reverse merger transaction on October 30, 2023.