Twin Ridge Capital and Carbon Revolution Add $110M Equity Facility to Deal

Carbon Revolution said it entered into a structured equity facility for up to $110 million with Orion Infrastructure Capital, which is expected to provide significant new funding to advance the company’s growth strategy.

Orion is funding the equity facility in tranches, with $35 million up front.

As a result of the new structured equity facility, Carbon Revolution has agreed to revise the merger exchange ratio with Twin Ridge Capital Acquisition from 0.0877 shares per Carbon Revolution share to between 0.0640 and 0.0643 shares per Carbon Revolution share. The final ratio will depend on the redemption rate of the SPAC’s shares.

As part of the structured equity facility, Carbon Revolution has agreed to issue a warrant to Orion, which will be entitled to receive up to 6 million Carbon Revolution shares that will rank equally with all other shares on issue. If all 6 million Carbon Revolution shares were to be issued upon exercise, it would comprise approximately 2.75% of Carbon Revolution’s issued capital.

At announcement last November, the deal had 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.

The target is a Tier 1 OEM supplier and a leading global manufacturer of lightweight advanced technology carbon fiber wheels.

Twin Ridge Capital raised $200 million in a March 2021 IPO.

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