DCRNW / Tritium DCFC Limited - Warrants (19/01/2026) - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Tritium DCFC Limited - Warrants (19/01/2026)
US ˙ NASDAQ ˙ US2427941131
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1836154
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tritium DCFC Limited - Warrants (19/01/2026)
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 14, 2022 SC 13G/A

DECARBONIZATION PLUS ACQUISITION CORP II A / CITADEL ADVISORS LLC - DECARBONIZATION PLUS ACQUISITION CORP II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Decarbonization Plus Acquisition Corporation II (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of

February 14, 2022 SC 13G

DECARBONIZATION PLUS ACQUISITION CORP II A / MARSHALL WACE, LLP - DECARBONIZATION PLUS ACQUISITION CORPORATION II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Decarbonization Plus Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 242794105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

January 12, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2022 Decarbonization

425 1 d268927d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2022 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State

January 12, 2022 EX-99.1

Decarbonization Plus Acquisition Corporation II Announces Stockholder Approval of Business Combination with Tritium

Exhibit 99.1 Decarbonization Plus Acquisition Corporation II Announces Stockholder Approval of Business Combination with Tritium MENLO PARK, CA (January 12, 2022) ? Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN) (?DCRN?), a publicly-traded special purpose acquisition company, today announced that its stockholders voted to approve the previously announced business combination with T

January 12, 2022 EX-99.1

Decarbonization Plus Acquisition Corporation II Announces Waiver of Minimum Cash Condition and Post-Closing Financing

Exhibit 99.1 Decarbonization Plus Acquisition Corporation II Announces Waiver of Minimum Cash Condition and Post-Closing Financing Menlo Park, CA (January 12, 2022) ? Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN, DCRNW, DCRNU) (?DCRN?), a publicly-traded special purpose acquisition company, and Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (?Tritium

January 12, 2022 425

Decarbonization Plus Acquisition Corporation II Announces Waiver of Minimum Cash Condition and Post-Closing Financing

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

January 12, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2022 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of i

January 12, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2022 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of i

January 10, 2022 425

***

425 1 d287661d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 The following article was published by the Australian Financial Review on January 10, 2022: EV fast-charging co

January 10, 2022 425

Decarbonization Plus Acquisition Corporation II Expects Stockholders to Approve Business Combination with Tritium

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

January 10, 2022 425

Decarbonization Plus Acquisition Corporation II Expects Stockholders to Approve Business Combination with Tritium

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

January 10, 2022 425

***

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

January 4, 2022 425

Tritium Announces Record-Breaking Fourth Quarter and 2021 Results Company reports second half 2021 sales of $98 million, an increase of 416% year over year; record contracted backlog at year end, representing over 48% of the Company’s 2022 revenue ta

425 1 d250599d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Tritium Announces Record-Breaking Fourth Quarter and 2021 Results Company reports se

January 4, 2022 425

Tritium Announces Record-Breaking Fourth Quarter and 2021 Results Company reports second half 2021 sales of $98 million, an increase of 416% year over year; record contracted backlog at year end, representing over 48% of the Company’s 2022 revenue ta

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 30, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d285532d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 When: Wednesday, December 29, 2021 From: David Toomey (CRO) To: Tritium Shareholders Subject: Tritium Wrap Pros

December 30, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 28, 2021 425

Filed by Tritium DCFC Limited pursuant to Rule 425

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 27, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 27, 2021 425

Decarbonization Plus Acquisition Corporation II Reminds Stockholders to Vote in Favor of Proposed Business Combination with Tritium

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 27, 2021 425

Decarbonization Plus Acquisition Corporation II Reminds Stockholders to Vote in Favor of Proposed Business Combination with Tritium

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 22, 2021 425

End

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 22, 2021 425

End

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 21, 2021 EX-99.1

Decarbonization Plus Acquisition Corporation II and Tritium Announce Filing of Definitive Proxy Statement and the January 12, 2022 Special Meeting to Approve Proposed Business Combination

Exhibit 99.1 Decarbonization Plus Acquisition Corporation II and Tritium Announce Filing of Definitive Proxy Statement and the January 12, 2022 Special Meeting to Approve Proposed Business Combination Menlo Park, CA and Brisbane, Australia (December 21, 2021) ? Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRN, DCRNW, DCRNU) (?DCRN?), a publicly-traded special purpose acquisition compa

December 21, 2021 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

December 21, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2021 Decarbonization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of

December 21, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2021 Decarbonization

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 21, 2021 425

*****

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 21, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of

December 21, 2021 425

*****

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 10, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 10, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of

December 10, 2021 EX-10.1

Promissory Note, dated December 10, 2021, issued by the Company to the Sponsor

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

December 9, 2021 425

########

425 1 d260272d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Tritium Announces Debt Refinancing with a New $90 Million Facility 12/08/2021 This f

December 9, 2021 425

###

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 8, 2021 425

###

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

December 8, 2021 425

########

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

November 30, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

November 24, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Decarbonization Plu

November 22, 2021 425

Tritium Opens World-Class EV Charger Testing Facility

425 1 d563798d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Tritium Opens World-Class EV Charger Testing Facility Press Release 11/22/2021 Advan

November 22, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or incorporation or organ

November 22, 2021 425

Tritium Opens World-Class EV Charger Testing Facility

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

November 18, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

November 18, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Decarbonization Plus Acquisition Corpor

November 5, 2021 SC 13G

DECARBONIZATION PLUS ACQUISITION CORP II A / CITADEL ADVISORS LLC - DECARBONIZATION PLUS ACQUISITION CORP II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Decarbonization Plus Acquisition Corporation II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securi

November 5, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2132106d1ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Decarbonization Plus Acquisition Corporation II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d

November 4, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

425 1 d204318d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Bloomberg Hyperdrive Fast-Charger Maker Tritium Is Seeing a Boom in U.S. Orders CEO

November 4, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d240065d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Bloomberg Hyperdrive Fast-Charger Maker Tritium Is Seeing a Boom in U.S. Orders CEO Jane Hunter talks about an

November 1, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

November 1, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

November 1, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d231775d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Tritium Business Combination Partner: Decarbonization Plus Acquisition Corp II (NASDAQ: DCRN, DCRNW, DCRNU) Man

October 13, 2021 EX-99.1

Tritium, a Leading Global Developer and Manufacturer of DC Fast Chargers,

Exhibit 99.1 Tritium, a Leading Global Developer and Manufacturer of DC Fast Chargers, Announces Record Third Calendar Quarter and Calendar Year-to-Date Results and Provides Business Update OCTOBER 13, 2021 ? Brisbane, Australia ? Tritium Holdings Pty Ltd (?Tritium? or the ?Company?), a global developer and manufacturer of direct current (?DC?) fast chargers for electric vehicles (?EVs?), today an

October 13, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of i

October 13, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2021 Decarbonization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of i

October 13, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 30, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29,2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of

September 30, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29,2021 Decarbonization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29,2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of

September 23, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 23, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

425 1 d162112d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 The following is a transcript of an interview of Jane Hunter conducted on September

September 22, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 22, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 21, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21,2021 Decarbonization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21,2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of

September 21, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 21, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21,2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of

September 21, 2021 EX-99.1

Fast Chargi ng Infrastructure for the Electric Vehicle Revolution ANALYST DAY PRESENTATION September 2021

Exhibit 99.1 Fast Chargi ng Infrastructure for the Electric Vehicle Revolution ANALYST DAY PRESENTATION September 2021 Disclaimer This presentation (together with oral statements made in connection herewith, the ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?

September 14, 2021 425

Tritium Announces Addition of Edward T. Hightower, Managing Director of Motoring Ventures LLC, to the Combined Company’s Board of Directors Upon Closing of the Business Combination with Decarbonization Plus Acquisition Corporation II

425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 14, 2021 425

Tritium Announces Addition of Edward T. Hightower, Managing Director of Motoring Ventures LLC, to the Combined Company’s Board of Directors Upon Closing of the Business Combination with Decarbonization Plus Acquisition Corporation II

425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 9, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 9, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 7, 2021 425

########

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 7, 2021 425

########

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 7, 2021 425

Tritium CEO Jane Hunter and David Toomey, head of corporate development, are adding new customers

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

September 7, 2021 425

Tritium CEO Jane Hunter and David Toomey, head of corporate development, are adding new customers

425 1 d205464d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Australian Financial Review Tritium in $40m debt raising to meet EV charger orders A

August 18, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Decarbonization Plus Acquisition Corporation

August 17, 2021 NT 10-Q

SEC FILE NUMBER

SEC FILE NUMBER 001-40000 CUSIP NUMBER 242794 105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 12, 2021 EX-99.1

Gilbarco Veeder-Root Announces Waiver of Option to Acquire Tritium

Exhibit 99.1 Gilbarco Veeder-Root Announces Waiver of Option to Acquire Tritium BRISBANE, Australia / GREENSBORO, NC, August 12, 2021 ? Tritium Holdings Pty Ltd (?Tritium?), a global developer and manufacturer of direct current (?DC?) fast chargers for electric vehicles (?EVs?), and Gilbarco Veeder-Root, a Vontier Corporation (NYSE: VNT) company, today announced the companies have entered into an

August 12, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

August 12, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

425 1 d209999d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Gilbarco Veeder-Root Announces Waiver of Option to Acquire Tritium BRISBANE, Austral

August 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or incorporation or organiz

August 12, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 Decarbonization P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or incorporation or organiz

July 27, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2021 Decarbonization Plu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of inco

July 27, 2021 EX-2.1

First Amendment to Business Combination Agreement, dated as of July 27, 2021, by and among Decarbonization Plus Acquisition Corporation II, Tritium Holdings Pty Ltd, Tritium DCFC Limited and Hulk Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s current Report on Form 8-K (File No. 001-40000) filed with the SEC on May 26, 2021)

Exhibit 2.1 Execution Version FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this ?First Amendment?) is entered into as of July 27, 2021 (the ?Effective Date?), by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (?SPAC?), Tritium DCFC Limited, an Australian public company limited by shares (?NewCo?), Hulk

July 27, 2021 EX-99.1

Tritium and Decarbonization Plus Acquisition Corporation II Announce Agreement for PIPE Financing By Palantir Technologies Inc. to Support Business Combination

Exhibit 99.1 Tritium and Decarbonization Plus Acquisition Corporation II Announce Agreement for PIPE Financing By Palantir Technologies Inc. to Support Business Combination BRISBANE, Australia and NEW YORK, July 27, 2021 /PRNewswire/ ? Tritium, a global leader in direct current (?DC?) fast chargers for electric vehicles (?EVs?), and Decarbonization Plus Acquisition Corporation II (?DCRN?) (NASDAQ:

July 27, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of inco

July 27, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2021 Decarbonization Plu

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

July 27, 2021 EX-99.2

SUBSCRIPTION AGREEMENT

Exhibit 99.2 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [?] day of [?], 2021, by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (?DCRN?), Tritium DCFC Limited (ACN 650 026 314), an Australian public company (the ?Issuer?), and the undersigned (?Subscriber?). WHEREAS, on May 25, 2021, D

July 27, 2021 425

Tritium and Decarbonization Plus Acquisition Corporation II Announce Agreement for PIPE Financing By Palantir Technologies Inc. to Support Business Combination

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

June 24, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

June 24, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

June 2, 2021 EX-99.1

Decarbonization Plus Acquisition Corporation II Announces Receipt of Filing Delinquency Letter from Nasdaq

Exhibit 99.1 Decarbonization Plus Acquisition Corporation II Announces Receipt of Filing Delinquency Letter from Nasdaq MENLO PARK? June 2, 2021? Decarbonization Plus Acquisition Corporation II (the ?Company?) announced today that it received a letter (the ?Letter?) from the Listing Qualifications Department of Nasdaq on May 28th, 2021 stating that the Company was not in compliance with Nasdaq Lis

June 2, 2021 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or incorporation or organizati

May 28, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 28, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d48316d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 The following is a transcript of an interview that was given by Jane Hunter to ABC Radio Brisbane’s Breakfast pr

May 28, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 28, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d48316d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 The following is a transcript of an interview that was given by Jane Hunter to CNBC International on May 26, 202

May 28, 2021 425

It is a unique technology that is giving us the edge that we’ve got. — Jane Hunter, Tritium chief executive

425 1 d48316d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Australian Financial Review Tritium charges to $2b Nasdaq listing Angela Macdonald-Smith Senior resources writer

May 28, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 28, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 28, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d48316d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 The following is a transcript of an interview that was given by Jane Hunter to CNBC International’s Squawk Box A

May 28, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

425 1 d177494d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 The following is a transcript of an interview that was given by Jane Hunter to CNBC

May 28, 2021 425

It is a unique technology that is giving us the edge that we’ve got. — Jane Hunter, Tritium chief executive

425 1 d177494d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Australian Financial Review Tritium charges to $2b Nasdaq listing Angela Macdonald-S

May 28, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Decarbonization Plus Acquisition Corporatio

May 26, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 26, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or incorporation or organizati

May 26, 2021 EX-99.2

Tritium Business Combination with Decarbonization Plus Acquisition Corporation II Investor Conference Call Transcript May 26, 2021

Exhibit 99.2 Tritium Business Combination with Decarbonization Plus Acquisition Corporation II Investor Conference Call Transcript May 26, 2021 Operator Good morning, and welcome to the Tritium and Decarbonization Plus Acquisition Corporation II investor conference call. I would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, Triti

May 26, 2021 EX-2.1

Business Combination Agreement, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Corporation II, Tritium Holdings Pty Ltd, Tritium DCFC Limited and Hulk Merger Sub, Inc.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among DECARBONIZATION PLUS ACQUISITION CORPORATION II, TRITIUM DCFC LIMITED, HULK MERGER SUB, INC., and TRITIUM HOLDINGS PTY LTD Dated as of May 25, 2021 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Certain Definitions 2 SECTION 1.02 Further Definitions 16 SECTION 1.03 Construction 18 ARTICLE II AGREEMENT AND PLAN O

May 26, 2021 EX-10.2

Commitment Agreement, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Corporation II, Tritium DCFC Limited and certain shareholders of Tritium Holdings Pty Ltd (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40000) filed with the SEC on May 26, 2021)

Exhibit 10.2 St Baker Energy Holdings Pty Ltd as trustee for the St Baker Energy Innovation Trust Ilwella Pty Ltd Varley Holdings Pty. Limited Finnmax Pty Ltd as trustee for The Finn Family Trust Tritium DCFC Limited Decarbonization Plus Acquisition Corporation II Commitment Agreement Corrs Chambers Westgarth Contents 1 Definitions 2 2 Share Transfer Agreement; Cooperation 5 2.1 Share Transfer Agr

May 26, 2021 425

Tritium Business Combination with Decarbonization Plus Acquisition Corporation II Investor Conference Call Transcript May 26, 2021

425 1 d137458d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 Tritium Business Combination with Decarbonization Plus Acquisition Corporation II Investor Conference Call Tran

May 26, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 26, 2021 EX-10.3

Termination Fee Side Letter, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Corporation II and certain shareholders of Tritium Holdings Pty Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-40000) filed with the SEC on May 26, 2021)

Exhibit 10.3 Execution Version SIDE LETTER AGREEMENT This Side Letter Agreement (this ?Agreement?) is made as of May 25, 2021 by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (?SPAC?) and the undersigned shareholders of Tritium Holdings Pty Ltd (together, the ?Consortium?, and each a ?Consortium Member?, and together with the SPAC, the ?Parties?). Unless otherwi

May 26, 2021 EX-2.1

Business Combination Agreement, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Corporation II, Tritium Holdings Pty Ltd, Tritium DCFC Limited and Hulk Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40000) filed with the SEC on May 26, 2021)

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among DECARBONIZATION PLUS ACQUISITION CORPORATION II, TRITIUM DCFC LIMITED, HULK MERGER SUB, INC., and TRITIUM HOLDINGS PTY LTD Dated as of May 25, 2021 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Certain Definitions 2 SECTION 1.02 Further Definitions 16 SECTION 1.03 Construction 18 ARTICLE II AGREEMENT AND PLAN O

May 26, 2021 EX-99.1

TRITIUM, A PIONEER IN

Exhibit 99.1 TRITIUM, A PIONEER IN E-MOBILITY AND EV CHARGING INFRASTRUCTURE, ANNOUNCES BUSINESS COMBINATION WITH DECARBONIZATION PLUS ACQUISITION CORPORATION II; COMBINED COMPANY TO BE LISTED ON NASDAQ ? The transaction will provide gross proceeds of up to approximately US$403 million (AUD$520 million) to Tritium, assuming minimal redemptions by DCRN?s public stockholders, to fully fund its growt

May 26, 2021 EX-99.3

Fast Charging Infrastructure for the Electric Vehicle Revolution INVESTOR PRESENTATION MAY 2021

Exhibit 99.3 Fast Charging Infrastructure for the Electric Vehicle Revolution INVESTOR PRESENTATION MAY 2021 MAY 20212 Disclaimer This presentation (together with oral statements made in connection herewith, the ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?

May 26, 2021 EX-10.1

Sponsor Support Agreement, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Sponsor II LLC, Decarbonization Plus Acquisition Corporation II, Tritium DCFC Limited and Tritium Holdings Pty Ltd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40000) filed with the SEC on May 26, 2021)

Exhibit 10.1 Execution Version Decarbonization Plus Acquisition Sponsor II LLC c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor May 25, 2021 Decarbonization Plus Acquisition Corporation II 2744 Sand Hill Road Menlo Park, CA Tritium Holdings Pty Ltd. 48 Miller Street Murarrie, QLD 4172 Re: Sponsor Letter Ladies and Gentlemen: This letter (this ?Sponsor Letter?) is being delivered to you in

May 26, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

425 1 d140873d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 From: Tritium News Subject: Tritium to Go Public Through a Merger with Decarbonizati

May 26, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 26, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 26, 2021 EX-10.2

Commitment Agreement, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Corporation II, Tritium DCFC Limited and certain shareholders of Tritium Holdings Pty Ltd

Exhibit 10.2 St Baker Energy Holdings Pty Ltd as trustee for the St Baker Energy Innovation Trust Ilwella Pty Ltd Varley Holdings Pty. Limited Finnmax Pty Ltd as trustee for The Finn Family Trust Tritium DCFC Limited Decarbonization Plus Acquisition Corporation II Commitment Agreement Corrs Chambers Westgarth Contents 1 Definitions 2 2 Share Transfer Agreement; Cooperation 5 2.1 Share Transfer Agr

May 26, 2021 425

Filed by Tritium DCFC Limited pursuant to

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 26, 2021 EX-99.1

TRITIUM, A PIONEER IN

Exhibit 99.1 TRITIUM, A PIONEER IN E-MOBILITY AND EV CHARGING INFRASTRUCTURE, ANNOUNCES BUSINESS COMBINATION WITH DECARBONIZATION PLUS ACQUISITION CORPORATION II; COMBINED COMPANY TO BE LISTED ON NASDAQ ? The transaction will provide gross proceeds of up to approximately US$403 million (AUD$520 million) to Tritium, assuming minimal redemptions by DCRN?s public stockholders, to fully fund its growt

May 26, 2021 EX-99.2

Tritium Business Combination with Decarbonization Plus Acquisition Corporation II Investor Conference Call Transcript May 26, 2021

Exhibit 99.2 Tritium Business Combination with Decarbonization Plus Acquisition Corporation II Investor Conference Call Transcript May 26, 2021 Operator Good morning, and welcome to the Tritium and Decarbonization Plus Acquisition Corporation II investor conference call. I would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, Triti

May 26, 2021 EX-99.3

Fast Charging Infrastructure for the Electric Vehicle Revolution INVESTOR PRESENTATION MAY 2021

Exhibit 99.3 Fast Charging Infrastructure for the Electric Vehicle Revolution INVESTOR PRESENTATION MAY 2021 MAY 20212 Disclaimer This presentation (together with oral statements made in connection herewith, the ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?

May 26, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 Decarbonization Plus

Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 26, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 Decarbonization Plus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or incorporation or organizati

May 26, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

425 1 d173269d425.htm 425 Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 EV Charger Maker Tritium to Go Public in $1.2 Billion SPAC Deal By Crystal Tse 2021-

May 26, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d137458d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 TRITIUM, A PIONEER IN E-MOBILITY AND EV CHARGING INFRASTRUCTURE, ANNOUNCES BUSINESS COMBINATION WITH DECARBONIZ

May 26, 2021 EX-10.1

Sponsor Support Agreement, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Sponsor II, LLC, Decarbonization Plus Acquisition Corporation II, Tritium DCFC Limited and Tritium Holdings Pty Ltd

Exhibit 10.1 Execution Version Decarbonization Plus Acquisition Sponsor II LLC c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor May 25, 2021 Decarbonization Plus Acquisition Corporation II 2744 Sand Hill Road Menlo Park, CA Tritium Holdings Pty Ltd. 48 Miller Street Murarrie, QLD 4172 Re: Sponsor Letter Ladies and Gentlemen: This letter (this ?Sponsor Letter?) is being delivered to you in

May 26, 2021 425

Filed by Tritium DCFC Limited pursuant to

425 1 d174494d425.htm 425 Filed by Tritium DCFC Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.: 001-40000 EV Charger Maker Tritium to Go Public in $1.2 Billion SPAC Deal By Crystal Tse 2021-05-26 13:19:57.583 GMT (Blo

May 26, 2021 425

Filed by Decarbonization Plus Acquisition Corporation II pursuant to

Filed by Decarbonization Plus Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Decarbonization Plus Acquisition Corporation II Commission File No.

May 26, 2021 EX-10.3

Termination Fee Side Letter, dated as of May 25, 2021, by and among Decarbonization Plus Acquisition Corporation II and certain shareholders of Tritium Holdings Pty Ltd.

Exhibit 10.3 Execution Version SIDE LETTER AGREEMENT This Side Letter Agreement (this ?Agreement?) is made as of May 25, 2021 by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (?SPAC?) and the undersigned shareholders of Tritium Holdings Pty Ltd (together, the ?Consortium?, and each a ?Consortium Member?, and together with the SPAC, the ?Parties?). Unless otherwi

May 18, 2021 NT 10-Q

SEC FILE NUMBER

SEC FILE NUMBER 001-40000 CUSIP NUMBER 242794 105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 13, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delawar 001-40000 85-4197795 (State or incorporation or organizati

March 31, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40000 Decarbonization

March 31, 2021 EX-4.5

Description of Securities of Decarbonization Plus Acquisition Corporation II

exhibit 4.5 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), as of December 31, 2020, and provisions of our amended and restated certificate of incorporation and bylaws. The summary is subject to and qualified in its entirely by reference to the amended a

March 26, 2021 EX-99.1

Decarbonization Plus Acquisition Corporation II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 29, 2021

Exhibit 99.1 Decarbonization Plus Acquisition Corporation II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 29, 2021 MENLO PARK—March 26, 2021—Decarbonization Plus Acquisition Corporation II (NASDAQ: DCRNU) (the “Company”) announced that, commencing March 29, 2021, holders of the units sold in the Company’s initial public offering may elect to separately

March 26, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of (Co

February 12, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (State or other jurisdiction of (

February 12, 2021 EX-99.1

INDEX TO FINANCIAL STATEMENT

EX-99.1 2 dcrnu-ex9916.htm EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 8, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Decarbonization Plus Acquisition Corporation II Opinion on the Financial S

February 9, 2021 EX-10.2

Investment Management Trust Agreement, dated February 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 3, 2021 by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form

February 9, 2021 EX-3.1

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION II February 3, 2021 Decarbonization Plus Acquisition Corporation II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “Decarbonization Plus Acquisition Corporation II”. The ori

February 9, 2021 EX-4.1

Warrant Agreement, dated February 3, 2021, between Decarbonization Plus Acquisition Corporation II and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Decarbonization Plus Acquisition Corporation II’s Current Report on Form 8-K filed with the SEC on February 9, 2021).

Exhibit 4.1 WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2021, is by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agen

February 9, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 dcrnu-8k20210209.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2021 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-40000 85-4197795 (S

February 9, 2021 EX-10.4

Administrative Support Agreement, dated February 3, 2021, between the Company and the Sponsor.

EX-10.4 7 dcrnu-ex1046.htm EX-10.4 Exhibit 10.4 DECARBONIZATION PLUS ACQUISITION CORPORATION II 2744 Sand Hill Road Menlo Park, CA 94025 February 3, 2021 Riverstone Equity Partners LP 712 Fifth Avenue, 36th Floor New York, NY 10019 Re: Administrative Support Agreement Gentlemen: This letter agreement by and between Decarbonization Plus Acquisition Corporation II (the “Company”) and Riverstone Equi

February 9, 2021 EX-10.1

Letter Agreement, dated as of February 3, 2021, among Decarbonization Plus Acquisition Corporation II, its officers and directors and Sponsor (filed as Exhibit 10.1 to the Form 8-K filed by DCRN on February 9, 2021 and incorporated herein by reference)

EX-10.1 4 dcrnu-ex10110.htm EX-10.1 Exhibit 10.1 February 3, 2021 Decarbonization Plus Acquisition Corporation II 2744 Sand Hill Road Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Decarbonization Plus Acquisition

February 9, 2021 EX-10.3

Registration Rights Agreement, dated February 3, 2021, among the Company, the Sponsor and certain other security holders named therein.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under H

February 9, 2021 EX-10.5

Private Placement Warrants Purchase Agreement, dated February 3, 2021, between the Company, the Sponsor and the other purchasers named therein.

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of February 3, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchase

February 5, 2021 EX-4.4

WARRANT AGREEMENT DECARBONIZATION PLUS ACQUISITION CORPORATION II CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Exhibit 4.4 WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the

February 5, 2021 424B4

$350,000,000 Decarbonization Plus Acquisition Corporation II 35,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-251980 $350,000,000 Decarbonization Plus Acquisition Corporation II 35,000,000 Units Decarbonization Plus Acquisition Corporation II 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 one or more business

February 5, 2021 EX-1.1

35,000,000 Units Decarbonization Plus Acquisition Corporation II UNDERWRITING AGREEMENT

Exhibit 1.1 35,000,000 Units Decarbonization Plus Acquisition Corporation II UNDERWRITING AGREEMENT [•], 2021 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters Ladies and Gentlemen: Decarbonization Plus Acquisition Corporation II, a Delaware corpora

February 3, 2021 8-A12B

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 DECARBONIZATION PLUS ACQUISITION CORPORATION II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4197795 (State or other jurisdiction of Incorporation or Organization) (IRS Empl

February 2, 2021 CORRESP

-

Decarbonization Plus Acquisition Corporation II 2744 Sand Hill Road Menlo Park, CA 94025 (212) 993-0076 February 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 2, 2021 CORRESP

-

February 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

January 29, 2021 EX-1.1

Form of Underwriting Agreement.*

EX-1.1 2 dcrnu-ex1114.htm EX-1.1 Exhibit 1.1 35,000,000 Units Decarbonization Plus Acquisition Corporation II UNDERWRITING AGREEMENT [•], 2021 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters Ladies and Gentlemen: Decarbonization Plus Acquisition C

January 29, 2021 S-1/A

- S-1/A

As filed with the U.S. Securities and Exchange Commission on January 28, 2021 Registration No. 333-251980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 6770 85-4197795 (State or

January 29, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the

January 28, 2021 CORRESP

-

Decarbonization Plus Acquisition Corporation II 2744 Sand Hill Road Menlo Park, CA 94025 January 28, 2021 Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

January 19, 2021 EX-99.7

Consent of David Leuschen.*

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of

January 19, 2021 EX-99.9

Consent of Jeffrey H. Tepper.*

EX-99.9 29 dcrnu-ex99926.htm EX-99.9 Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to bein

January 19, 2021 EX-10.7

Form of Indemnity Agreement.*

EX-10.7 17 dcrnu-ex10737.htm EX-10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, offic

January 19, 2021 CORRESP

-

Decarbonization Plus Acquisition Corporation II 2744 Sand Hill Road Menlo Park, CA 94025 January 19, 2021 Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

January 19, 2021 EX-99.8

Consent of Jim McDermott.*

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of

January 19, 2021 EX-14.1

Form of Code of Ethics.*

Exhibit 14.1 CODE OF ETHICS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II 1. Introduction The Board of Directors (the “Board”) of Decarbonization Plus Acquisition Corporation II has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the

January 19, 2021 EX-3.1

Certificate of Incorporation of the Registrant.**

EX-3.1 3 dcrnu-ex316.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION II THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporat

January 19, 2021 EX-4.3

Specimen Warrant Certificate of Decarbonization Plus Acquisition Corporation II (incorporated by reference to Exhibit 4.3 of Decarbonization Plus Acquisition Corporation II’s Registration Statement on Form S-1 (File No. 333-251980) filed with the SEC on January 19, 2021).

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DECARBONIZATION PLUS ACQUISITION CORPORATION II Incorporated Under the Laws of the State of Delaware CUSIP: [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holde

January 19, 2021 EX-3.3

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION II [●], 2021 Decarbonization Plus Acquisition Corporation II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “Decarbonization Plus Acquisition Corporation II”. The original c

January 19, 2021 EX-99.5

Consent of Jane Kearns.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of

January 19, 2021 EX-3.4

BYLAWS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II (THE “CORPORATION”) Article I OFFICES

Exhibit 3.4 BYLAWS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II (THE “CORPORATION”) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regist

January 19, 2021 EX-10.8

Form of Administrative Support Agreement.*

Exhibit 10.8 DECARBONIZATION PLUS ACQUISITION CORPORATION II 2744 Sand Hill Road Menlo Park, CA 94025 [●], 2021 Riverstone Equity Partners LP 712 Fifth Avenue, 36th Floor New York, NY 10019 Re: Administrative Support Agreement Gentlemen: This letter agreement by and between Decarbonization Plus Acquisition Corporation II (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliat

January 19, 2021 EX-10.6

Form of Sponsor Warrants Purchase Agreement between the Registrant and sponsor.*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (th

January 19, 2021 EX-1.1

Form of Underwriting Agreement.*

Exhibit 1.1 35,000,000 Units Decarbonization Plus Acquisition Corporation II UNDERWRITING AGREEMENT [•], 2021 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters Ladies and Gentlemen: Decarbonization Plus Acquisition Corporation II, a Delaware corpora

January 19, 2021 EX-99.6

Consent of Pierre Lapeyre, Jr.*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of

January 19, 2021 EX-99.10

Consent of Michael Warren.*

Exhibit 99.10 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of

January 19, 2021 S-1/A

- S-1/A

S-1/A 1 dcrnu-s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on January 19, 2021 Registration No. 333-251980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delawar

January 19, 2021 EX-99.3

Consent of Dr. Jennifer Aaker.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of

January 19, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between DECARBONIZATION PLUS ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the

January 19, 2021 EX-10.5

Securities Subscription Agreement, dated December 8, 2020, between the Registrant and sponsor.**

Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of December 8, 2020, is made and entered into by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buy

January 19, 2021 EX-10.3

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No

January 19, 2021 EX-10.1

Promissory Note, dated as of December 8, 2020, issued to sponsor by the Registrant.**

Exhibit 10.1 PROMISSORY NOTE Not to Exceed $300,000December 8, 2020 FOR VALUE RECEIVED, the undersigned Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“Maker” or the “Company”), whose address is 2744 Sand Hill Road, Menlo Park, CA 94025, hereby unconditionally promises to pay to the order of Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability com

January 19, 2021 EX-10.2

Form of Letter Agreement among the Registrant and its officers and directors and sponsor.*

EX-10.2 12 dcrnu-ex10241.htm EX-10.2 Exhibit 10.2 [●], 2021 Decarbonization Plus Acquisition Corporation II 2744 Sand Hill Road Menlo Park, CA 94025 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Decarbonization Plus Acquisition Corpor

January 19, 2021 EX-10.4

Form of Registration Rights Agreement among the Registrant and certain security holders.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder o

January 19, 2021 EX-4.1

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] DECARBONIZATION PLUS ACQUISITION CORPORATION II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common

January 19, 2021 EX-99.1

Form of Audit Committee Charter.*

Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II ADOPTED AS OF [●], 2021 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Decarbonization Plus Acquisition Corporation II (the “Company”) is to oversee the accounting and financial reporting processes of t

January 19, 2021 EX-99.4

Consent of Erik Anderson.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Decarbonization Plus Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of

January 19, 2021 EX-99.2

Form of Compensation Committee Charter.*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II ADOPTED AS OF [●], 2021 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Decarbonization Plus Acquisition Corporation II (the “Company”) shall be to oversee the Company’s compensation and e

January 19, 2021 EX-4.2

Specimen Class A Common Stock Certificate.*

Exhibit 4.2 NUMBER NUMBER C-SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] DECARBONIZATION PLUS ACQUISITION CORPORATION II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF DECARBONIZATION PLUS ACQUISITION CORPORATION II (THE “CORPOR

January 8, 2021 EX-3.1

Certificate of Incorporation of the Registrant.**

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION II THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such

January 8, 2021 S-1

Registration Statement - S-1

As filed with the U.S. Securities and Exchange Commission on January 8, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Decarbonization Plus Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 6770 85-4197795 (State or Other Jurisdiction of Inco

January 8, 2021 EX-10.5

Securities Subscription Agreement, dated December 8, 2020, between the Registrant and sponsor.**

Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of December 8, 2020, is made and entered into by and between Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), and Decarbonization Plus Acquisition Sponsor II LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buy

January 8, 2021 EX-3.4

Bylaws (incorporated by reference to Exhibit 3.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-251980), filed with the Securities and Exchange Commission on January 8, 2021).

Exhibit 3.4 BYLAWS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II (THE “CORPORATION”) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regist

January 8, 2021 EX-10.1

Promissory Note, dated as of December 8, 2020, issued to sponsor by the Registrant.**

EX-10.1 5 dcrnu-ex10166.htm EX-10.1 Exhibit 10.1 PROMISSORY NOTE Not to Exceed $300,000 December 8, 2020 FOR VALUE RECEIVED, the undersigned Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“Maker” or the “Company”), whose address is 2744 Sand Hill Road, Menlo Park, CA 94025, hereby unconditionally promises to pay to the order of Decarbonization Plus Acquisition Sponsor II

December 17, 2020 EX-3

CERTIFICATE OF INCORPORATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION II

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF DECARBONIZATION PLUS ACQUISITION CORPORATION II THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the ?DGCL?), hereby adopts the following Certificate of Incorporation (the ?Certificate?) for such

December 17, 2020 EX-3

BYLAWS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II (THE “CORPORATION”) Article I OFFICES

Exhibit 3.4 BYLAWS OF DECARBONIZATION PLUS ACQUISITION CORPORATION II (THE ?CORPORATION?) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s regist

December 17, 2020 DRS

As confidentially submitted to the U.S. Securities and Exchange Commission on December 16, 2020 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

As confidentially submitted to the U.S. Securities and Exchange Commission on December 16, 2020 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista