SYDNEY, AUSTRALIA: Carbon Revolution Limited (ASX:CBR) and Twin Ridge Capital Acquisition Corp. (NYSE: TRCA), a special purpose acquisition company listed on the New York Stock Exchange, have entered into a binding business combination agreement and accompanying scheme implementation deed.

Accordingly, a newly-formed Irish company Poppetell Limited to be renamed Carbon Revolution plc (MergeCo) will acquire both Carbon Revolution Limited (CBR) and the Twin Ridge Capital Acquisition Corp.

The merger transaction values CBR’s enterprise value at US$200 million. The transaction is anticipated to unlock critical investment capital to fund operations, capital expenditure and strategic growth opportunities, support commercialisation and accelerate the path to expected profitability.

Upon closing of the merger transaction, the ordinary shares and warrants of MergeCo are expected to trade on either the New York Stock Exchange or Nasdaq, and CBR’s shares shall cease to be quoted on the ASX.

Given CBR’s current cash and liquidity position and given the transaction is not expected to close until Q2 CY23 at the earliest, CBR intends to put in place short term bridge funding to meet cash flow requirements until at least the date that the transaction closes.

CBR is pursuing a range of liquidity improvement initiatives and reviewing a number of bridge financing options. The final form and amount of bridge financing will be determined following the completion of the liquidity improvement initiatives, however up to A$30 million of bridge financing may be required.

Carbon Revolution is an Australian technology company, which has successfully innovated, commercialised and industrialised the advanced manufacture of carbon fibre wheels for the global automotive industry. Carbon Revolution has progressed from single prototypes to designing and manufacturing high-performing wheels for some of the fastest street cars and most prestigious brands in the world. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the world.

Twin Ridge Capital Acquisition Corp. (NYSE:TRCA) is a special purpose acquisition company sponsored by Twin Ridge Capital Management. The company deploys a disciplined strategic approach that focuses on leveraging its powerful professional networks and deep industry experience to provide meaningful value to a target business.