Decarbonization Plus Acquisition Corporation III and Solid Power, Inc. Announce Effectiveness of Registration Statement and Special Meeting Date of December 7, 2021 in Connection with Proposed Business Combination
MENLO PARK, Calif. and LOUISVILLE, Colo., Nov. 10, 2021 /PRNewswire/ -- Decarbonization Plus Acquisition Corporation III (NASDAQ: DCRC) ("DCRC"), a publicly-traded special purpose acquisition company, announced today that DCRC's registration statement on Form S-4 (the "Registration Statement") relating to the previously announced business combination with Solid Power, Inc., an industry-leading developer of all-solid-state battery cells for electric vehicles ("Solid Power"), has been declared effective by the U.S. Securities and Exchange Commission ("SEC").
The Registration Statement includes a prospectus with respect to the combined company's securities to be issued in connection with the business combination and a definitive proxy statement (the "Proxy Statement") with respect to the special meeting of DCRC's stockholders to vote on the business combination (the "Special Meeting"). DCRC is preparing to commence mailing of the Proxy Statement and a notice and voting instruction form or a proxy card relating to the Special Meeting to DCRC stockholders of record as of the close of business on October 29, 2021, who will be entitled to attend and participate in the Special Meeting.
The Special Meeting to approve the pending business combination and related matters is scheduled to be held on December 7, 2021 at 10:00 a.m. Eastern Time. The Special Meeting will be conducted completely virtually and can be accessed via live webcast at https://www.cstproxy.com/decarbonizationplusacquisitioniii/2021. If the proposals at the Special Meeting are approved, the parties anticipate that the business combination will close and the trading of the combined entity will commence on the Nasdaq Global Select Market shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.
The DCRC Board of Directors believes the proposed business combination is in the best interests of DCRC and its stockholders, and recommends that DCRC stockholders vote "FOR" the adoption of the Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021 (as amended by the First Amendment to the Business Combination Agreement dated October 12, 2021), by and among DCRC, DCRC Merger Sub Inc., a wholly owned subsidiary of DCRC, and Solid Power, as well as all other proposals included in the Proxy Statement.
Every stockholder's vote is important, regardless of the number of shares held. Accordingly, DCRC requests that each stockholder as of the record date complete, sign, date and return a proxy card (online or by mail) as soon as possible and by no later than 11:59 p.m. Eastern Time on December 6, 2021, to ensure that the stockholder's shares will be represented at the Special Meeting. Stockholders that hold shares in "street name" (i.e. those stockholders whose shares are held of record by a broker, bank or other nominee) should contact their broker, bank or nominee to provide instructions on how to vote their shares and ensure that their shares are voted.
If any individual DCRC stockholder does not receive the Proxy Statement, such stockholder should (i) confirm their Proxy Statement's status with their broker, (ii) contact Morrow Sodali LLC, DCRC's proxy solicitor, for assistance via e-mail at DCRC.firstname.lastname@example.org or toll-free call at (800) 662-5200 (banks and brokers can place a collect call to Morrow Sodali at (203) 658-9400), or (iii) contact DCRC at 2744 Sand Hill Road, Suite 100, Menlo Park, California 94025.
Important Information for Investors and Stockholders
This communication is being made in respect of the proposed transaction involving DCRC and Solid Power. A full description of the terms of the transaction is provided in the Registration Statement. The Registration Statement includes a prospectus with respect to the combined company's securities to be issued in connection with the business combination and the Proxy Statement. Additionally, DCRC will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC's web site at www.sec.gov. Security holders of DCRC are urged to read the proxy statement/prospectus, including all amendments and supplements thereto, and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The definitive proxy statement/prospectus included in the Registration Statement is being mailed to stockholders of DCRC as of the record date established for voting on the proposed business combination. Stockholders may also obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Decarbonization Plus Acquisition Corporation III, 2744 Sand Hill Road, Suite 100, Menlo Park, California 94025.
Participants in the Solicitation
DCRC and Solid Power and their respective directors and officers may be deemed participants in the solicitation of proxies of DCRC's stockholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of DCRC's executive officers and directors in the solicitation by reading DCRC's definitive proxy statement/prospectus, which is included in the Registration Statement, DCRC's final prospectus for its initial public offering filed with the SEC on March 25, 2021, and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of DCRC's participants in the solicitation, which may, in some cases, be different than those of DCRC's stockholders generally, is set forth in the proxy statement/prospectus relating to the proposed business combination.
Forward Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including DCRC's or Solid Power's or their management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. All statements, other than statements of present or historical fact included herein, regarding DCRC's proposed acquisition of Solid Power, DCRC's ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, DCRC and Solid Power disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. DCRC and Solid Power caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either DCRC or Solid Power. In addition, DCRC cautions you that the forward-looking statements contained herein are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against DCRC or Solid Power following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the stockholders of DCRC, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts DCRC's or Solid Power's current plans and operations as a result of the announcement of the transactions; (v) Solid Power's ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Solid Power to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; (viii) rollout of Solid Power's business plan and the timing of expected business milestones, (ix) the effects of competition on Solid Power's business, (x) supply shortages in the materials necessary for the production of Solid Power's products, (xi) risks related to original equipment manufacturers and other partners being unable or unwilling to initiate or continue business partnerships on favorable terms, (xii) the termination or reduction of government clean energy and electric vehicle incentives, (xiii) delays in the construction and operation of production facilities, (xiv) the amount of redemption requests made by DCRC's public stockholders, (xv) changes in domestic and foreign business, market, financial, political and legal conditions, and (xvi) the possibility that Solid Power may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described herein, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in DCRC's filings with the SEC, including DCRC's final prospectus for its initial public offering filed with the SEC on March 25, 2021, and the Registration Statement filed in connection with the business combination. DCRC's SEC filings are available publicly on the SEC's website at www.sec.gov.
About Solid Power
Solid Power is an industry-leading developer of all-solid-state rechargeable battery cells for electric vehicles and mobile power markets. Solid Power replaces the flammable liquid electrolyte in a conventional lithium-ion battery with a proprietary sulfide-based solid electrolyte. As a result, Solid Power's all-solid-state battery cells are expected to be safer and more stable across a broad temperature range, provide an increase in energy density compared to the best available rechargeable battery cells, enable less expensive, more energy-dense battery pack designs and be compatible with traditional lithium-ion manufacturing processes. For more information, visit http://www.solidpowerbattery.com/.
About Decarbonization Plus Acquisition Corporation III
Decarbonization Plus Acquisition Corporation III is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with a target whose principal effort is developing and advancing a platform that decarbonizes the most carbon-intensive sectors. These include the energy and agriculture, industrials, transportation and commercial and residential sectors. DCRC is sponsored by an affiliate of Riverstone Holdings LLC and represents a further expansion of Riverstone's 15-year franchise in low-carbon investments, having established industry leading, scaled companies with more than $5 billion of equity invested in renewables.
Solid Power, Inc.
Marketing Communications Director
Decarbonization Plus Acquisition Corporation III
Peter Haskopoulos, Chief Financial Officer
SOURCE Decarbonization Plus Acquisition Corporation III