Carbon Revolution to list in U.S. via business combination with Twin Ridge Capital Acquisition Corp.

Carbon Revolution (Geelong, Australia) a Tier 1 OEM supplier and global manufacturer of carbon fiber wheels, and Twin Ridge Capital Acquisition Corp. (TRCA, Naples, Fla., U.S.), a publicly traded special purpose acquisition company (SPAC), have signed a definitive business combination agreement and accompanying scheme implementation deed (SID) that is expected to result in Carbon Revolution becoming publicly listed in the U.S. via a scheme of arrangement.

Upon closing of the transaction, the ordinary shares and warrants of the merged company Poppetell Ltd., to be renamed Carbon Revolution plc, are expected to trade on a national exchange in the U.S., and Carbon Revolution’s shares will be delisted from the ASX.

The transaction is anticipated to unlock critical investment capital to fund Carbon Revolution’s expansion of operations while accelerating the company’s expected path to profitability.

Founded in 2007, Carbon Revolution has successfully innovated, commercialized and industrialized high-performance, technically advanced lightweight carbon fiber wheels for the global automotive industry, with more than 60,000 wheels on the road. The company has been awarded 13 programs to date with global OEMs including Ford Motor Co., Ferrari NV, General Motors Co. and Renault Group, with a further six programs in progress under engineering agreements.

Carbon Revolution is also said to be well-positioned to capture demand in new mobility with the global transition to electric vehicles (EVs). For example, the company’s carbon fiber wheels, which can be up to half the weight of aluminum wheels, are expected to help increase range, a critical barrier to EV uptake. Lighter wheels help offset large battery weight, enabling regulatory compliance with key weight class limits. Carbon Revolution’s wheels also provide better performance and handling than aluminum wheels, the company says, as well as reduced noise, vibration and harshness (NVH), while increasing options for aerodynamics, wheel sizing and styling that are less practical with aluminum wheels. Four of the most recently secured engineering programs are for EVs.

Carbon Revolution has a total projected revenue forecast expected to grow from $28.7 million in CY2022E to $90.1 million in CY2024E representing a compound annual growth rate (CAGR) of 77%. Moreover its estimated pro forma enterprise value is approximately $270 million.

“We see an enormous addressable market for Carbon Revolution’s disruptive efficiency technology with adoption already underway with major car manufacturers,” Jake Dingle, chief executive officer (CEO) of Carbon Revolution, says. “Carbon Revolution’s technology provides an effective next-generation solution to the challenges of transitioning the global automotive industry to new mobility. We have a strong track record working with leading OEMs and a world-class team with a passion for our work. Our partnership with Twin Ridge is a significant milestone and an opportunity for Carbon Revolution to continue to build on our early mover advantages in next-generation auto technology.”

 

Transaction overview

The combined company will have an estimated post-transaction equity valuation of approximately $461 million, including about $214 million of cash held in TRCA’s trust account, assuming no redemptions from TRCA’s trust account.

Carbon Revolution shareholders will roll 100% of their equity into the combined company. Following the close of the transaction, assuming no redemptions from TRCA’s trust account, TRCA shareholders will hold 57% of the issued and outstanding shares of common stock of the combined company, with Carbon Revolution shareholders holding the rest, not taking into account the currently outstanding warrants of TRCA and management options of Carbon Revolution. In addition, the company has secured $60 million from a committed equity facility.

Shareholders of Carbon Revolution on the Australian Securities Exchange (ASX: CBR) will receive consideration for their shares consisting of an aggregate of approximately 20 million ordinary shares of the combined company, being 1 Poppetell Ltd. share for approximately every 10.5 Carbon Revolution shares.

Completion of the transaction is subject to customary closing conditions, including the approval of the TRCA shareholders and the Carbon Revolution shareholders. The transaction is expected to be completed in the first half of 2023.