424B3 1 ny20011107x6_424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-270047
SUPPLEMENT NO. 2
(To the Proxy Statement/Prospectus dated September 8, 2023)
This Supplement No. 2 (this “Supplement”) supplements the proxy statement/prospectus dated September 8, 2023 (as supplemented by Supplement No. 1 thereto, dated September 25, 2023, the “Proxy Statement/Prospectus”) that was mailed by Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“Twin Ridge”), to its shareholders in connection with its extraordinary general meeting of shareholders (the “extraordinary general meeting”) to be held to consider and approve, among other things, (i) the Business Combination Agreement, dated as of November 29, 2022 (as amended, supplemented or otherwise modified from time to time), by and among Twin Ridge, Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (“Carbon Revolution”), and Poppetell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo (“Merger Sub”) (the “Business Combination Agreement”) and (ii) the Scheme Implementation Deed, dated as of November 30, 2022 (as it may be amended and supplemented from time to time), by and among Twin Ridge, Carbon Revolution and MergeCo, and the consummation of the transactions contemplated thereby (the “Business Combination”).
MergeCo filed the Proxy Statement/Prospectus with the Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-4 (Registration No. 333-270047), which was declared effective by the SEC on September 6, 2023. Capitalized terms used in this Supplement and not otherwise defined herein have the respective meanings ascribed to them in the Proxy Statement/Prospectus.
The purpose of this Supplement is to update and supplement information contained in the Proxy Statement/Prospectus, and this Supplement is not complete without, and may not be delivered or utilized except in combination with, the Proxy Statement/Prospectus, including any other amendments or supplements thereto. This Supplement should be read in conjunction with the Proxy Statement/Prospectus, and if there is any inconsistency between the information in the Proxy Statement/Prospectus and this Supplement, you should rely on the information in this Supplement. This Supplement modifies and supersedes, in part, the information in the Proxy Statement/Prospectus. Any information in the Proxy Statement/Prospectus that is modified or superseded by the information in this Supplement shall not be deemed to constitute a part of the Proxy Statement/Prospectus except as modified or superseded by this Supplement.
Among other things, this Supplement updates the date of the extraordinary general meeting, which will be held on October 12, 2023 at 1:00 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a live webcast at https://www.cstproxy.com/twinridgecapitalac/sm2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
You do not have to take any action if you have previously voted, given your proxy or exercised your redemption right and do not wish to change your vote or choice to exercise your redemption right. If you have already voted or given your proxy and wish to change your vote or if you wish to change your election to exercise your redemption right, you should follow the procedures described in the Proxy Statement/Prospectus. If you have not already voted, we urge you to do so. Your vote is important regardless of the number of shares you own.
You should carefully consider the matters discussed under “Risk Factors” beginning on page 47 of the Proxy Statement/Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the Business Combination, the issuance of MergeCo securities in connection with the Business Combination or the other transactions described in the Proxy Statement/Prospectus or this Supplement, or passed upon the adequacy or accuracy of the disclosure in the Proxy Statement/Prospectus or this Supplement. Any representation to the contrary is a criminal offense.
The date of this Supplement is October 5, 2023.

Revised Disclosure to Cover Page
PROSPECTUS FOR 4,216,527 ORDINARY SHARES AND 12,210,742 PUBLIC WARRANTS,
IN EACH CASE, OF CARBON REVOLUTION PUBLIC LIMITED COMPANY
The first sentence on the cover page is revised as set forth below to update the General Meeting date:
You are cordially invited to attend the extraordinary general meeting in lieu of the annual general meeting (the “General Meeting”) of Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“Twin Ridge”), on October 12, 2023 at 1:00 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a live webcast at https://www.cstproxy.com/twinridgecapitalac/sm2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned, for the purpose of voting on Twin Ridge’s proposed Business Combination (as defined below) with Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (“Carbon Revolution”) and the other matters described in the accompanying proxy statement/prospectus.
Revised Disclosure to Notice
The heading on page i is revised as set forth below to update the General Meeting date:
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF TWIN RIDGE CAPITAL ACQUISITION CORP.
TO BE HELD ON OCTOBER 12, 2023
The first sentence on page i is revised as set forth below to update the General Meeting date:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “General Meeting”) of Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“Twin Ridge”), will be held on October 12, 2023 at 1:00 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a live webcast at https://www.cstproxy.com/twinridgecapitalac/sm2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
The last three paragraphs on page ii are revised as set forth below to update the deadline for redemptions:
(ii) prior to 5:00 p.m., Eastern Time, on October 10, 2023, (a) submit a written request to Continental Stock Transfer & Trust Company, Twin Ridge’s transfer agent (the “Transfer Agent”), in which you (i) request that Twin Ridge redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and (b) deliver your Public Shares to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”).
Public Shareholders may seek to have their Public Shares redeemed by Twin Ridge, regardless of whether they vote for or against the Business Combination Proposal or any other Shareholder Proposal and whether they held Twin Ridge Ordinary Shares as of August 25, 2023 (the “Record Date”) or acquired them after the Record Date. Any Public Shareholder who holds Twin Ridge Ordinary Shares on or before October 10, 2023 (two business days before the General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $66,682,853 on September 1, 2023 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $10.64. A Public Shareholder who has properly tendered his, her or its Public Shares for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.
Public Shareholders who seek to redeem their Public Shares must demand redemption no later than 5:00 p.m., Eastern Time, on October 10, 2023 (two business days before the General Meeting) by (a) submitting a written request to the Transfer Agent that Twin Ridge redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for redemption if such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with any
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other shareholder with respect to Twin Ridge Ordinary Shares and (c) delivering their Twin Ridge Ordinary Shares, either physically or electronically using DTC’s deposit/withdrawal at custodian system (“DWAC”), at the holder’s option, to the Transfer Agent prior to the General Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
Selected Definitions
The following definition on page 2 is revised as set forth below to update the General Meeting date:
Business Combination Agreement” means the Business Combination Agreement, attached to this proxy statement/prospectus as Annex A, entered into as of November 29, 2022, by and among Twin Ridge, Carbon Revolution, MergeCo and Merger Sub, as amended on October 5, 2023.
General Meeting” means the extraordinary general meeting of Twin Ridge's shareholders, to be held on October 12, 2023 at 1:00 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned.
Revised Disclosure in the Summary
The third and fourth paragraphs on page 13 of the Summary are revised as set forth below to update the General Meeting date and deadline for redemptions:
The General Meeting of Twin Ridge’s shareholders will be held on October 12, 2023 at 1:00 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a live webcast at https://www.cstproxy.com/twinridgecapitalac/sm2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
The General Meeting will be conducted via live webcast, but the physical location of the General Meeting will remain at the location specified above for the purposes of the Existing Organizational Documents. If you wish to attend the General Meeting in person, you must reserve your attendance at least one Business Day in advance of the General Meeting by contacting Twin Ridge’s Chief Financial Officer at (212) 235-0292 by 10:00 a.m., Eastern Time, on October 10, 2023 (two Business Days prior to the General Meeting). You will be able to attend the General Meeting online, vote and submit your questions during the General Meeting by visiting https://www.cstproxy.com/. To attend the meeting virtually please visit https://www.cstproxy.com/twinridgecapitalac/sm2023 and use a control number assigned by Continental Stock Transfer &Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.
The second to last paragraph and last paragraph beginning on page 14 are revised as set forth below to update the deadline for redemptions:
(ii) prior to 5:00 p.m., Eastern Time, on October 10, 2023, (a) submit a written request to the Transfer Agent in which you (i) request that Twin Ridge redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and (b) deliver your Public Shares to Continental Stock Transfer & Trust Company, Twin Ridge’s transfer agent, physically or electronically through DTC.
Public Shareholders may seek to have their Public Shares redeemed by Twin Ridge, regardless of whether they vote for or against the Business Combination Proposal or any other Shareholder Proposal and whether they held Public Shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds Twin Ridge Ordinary Shares on or before October 10, 2023 (two Business Days before the General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately
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$66,682,853 on September 1, 2023, taking into account the initial redemptions, and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $10.64. A Public Shareholder who has properly tendered his, her or its Public Shares for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.
The first paragraph on page 15 is revised as set forth below to update the deadline for redemptions:
Public Shareholders who seek to redeem their Public Shares must demand redemption no later than 5:00 p.m., Eastern Time, on October 10, 2023 (two Business Days before the General Meeting) by (a) submitting a written request to the Transfer Agent that Twin Ridge redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for redemption if such holder is acting in concert or as a “group” (as defined in Section 13 d-3 of the Exchange Act) with any other shareholder with respect to Twin Ridge Ordinary Shares and (c) delivering their Twin Ridge Ordinary Shares, either physically or electronically using DTC’s DWAC system, at the holder’s option, to the Transfer Agent prior to the General Meeting. If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
Revised Disclosure and Supplemental Questions and Answers about the Proposals for Shareholders Disclosure
The introductory paragraph on page 25 is revised to update the General Meeting date:
The questions and answers below highlight only selected information from this document and only briefly address certain commonly asked questions about the proposals to be presented at the General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our shareholders. We urge shareholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the General Meeting, which will be held at 1:00 p.m., Eastern Time, on October 12, 2023 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
The following question and answer on page 26 is revised to update the General Meeting date:
Q.
When and where is the General Meeting?
A.
The General Meeting will be held at 1:00 p.m., Eastern Time, on October 12, 2023, via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Only shareholders who held Twin Ridge Ordinary Shares at the close of business on the Record Date will be entitled to vote at the General Meeting.
The following question and answer beginning on page 38 of the section entitled “Questions and Answers about the Proposals for Shareholders” is amended and restated as follows:
Q.
What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A.
The Public Shareholders are not required to vote “FOR” the Business Combination in order to exercise their Redemption Right. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.
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If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Regardless of the number of Twin Ridge Ordinary Shares redeemed, each of the retained outstanding Public Warrants (which will be MergeCo Public Warrants following the Closing) would each have a value of approximately $0.0406 per warrant based on the closing price of the Public Warrants on the NYSE on September 1, 2023. If a substantial number of, but not all, Public Shareholders exercise their redemption rights, but choose to exercise their retained warrants, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional MergeCo Ordinary Shares are issued.
The Business Combination Agreement and Scheme Implementation Deed provide that Carbon Revolution’s obligation to consummate the Business Combination is conditioned on, among other things, the MergeCo Net Tangible Assets. The MergeCo Net Tangible Assets requires that at 8:00 a.m. on the Second Court Date, MergeCo and its subsidiaries (in the aggregate) shall be reasonably expected to have, immediately following the Implementation Date and following exercise by Twin Ridge shareholders of their Redemption Rights in accordance with the Existing Organizational Documents, at least $5,000,001 of net tangible assets (as reasonably determined by the Twin Ridge Board in accordance with Rule 3a51-1(g)(1) of the Exchange Act).
In addition, in no event will Twin Ridge redeem Twin Ridge Ordinary Shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. The net tangible assets of MergeCo will include the net tangible assets of Carbon Revolution, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses, as well as increased by the net proceeds of any equity financing obtained by MergeCo in connection with the closing of the Business Combination. MergeCo expects net tangible assets to exceed $5,000,001 upon closing of the Business Combination even in a Maximum Redemption Scenario. Carbon Revolution has used a portion of the net proceeds of the PIUS Financing to repay existing debt, which has reduced cash and indebtedness, with minimal net impact on net tangible assets.
Additionally, as a result of redemptions, the trading market for MergeCo Ordinary Shares may be less liquid than the market for the Twin Ridge Ordinary Shares prior to the consummation of the Business Combination and we may not be able to meet the listing standards for Nasdaq Capital or another national securities exchange.
The below sensitivity table shows the potential impact of redemptions on the share ownership by non-redeeming shareholders in a no redemption scenario, 25% redemption scenario, 75% redemption scenario, and the maximum redemption scenario. The sensitivity table below shows holdings following the Business Combination with any fractional shares rounded down to the nearest whole number and sets forth the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario. The sensitivity table below excludes the Preferred Shares. The sensitivity table does not show the deferred underwriting commissions incurred in connection with the IPO in each redemption scenario because Barclays and Evercore, the representatives of the underwriters for the IPO, have each agreed to waive the deferred underwriting commissions. The information in the below sensitivity table has been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in the below sensitivity table. In addition, certain percentages presented in the below sensitivity table reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding.
 
Assuming No
Redemption(1)
Assuming 25%
Redemption(2)
Assuming 75%
Redemption(3)
Assuming Maximum
Redemption(4)
Shareholders
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Holders of Twin Ridge Class A Ordinary Shares
626,665
25.15%
469,998
20.11%
156,666
7.73%
0.0%
Holders of Twin Ridge Class B Ordinary Shares(5)
500,000
20.06%
500,000
21.40%
500,000
24.67%
500,000
26.72%
Yorkville Advisors(6)
1,500
0.06%
1,500
0.06%
1,500
0.07%
1,500
0.08%
Carbon Revolution Performance Rights(7)
7,691
0.32%
7,691
0.33%
7,691
0.38%
7,691
0.41%
Existing Carbon Revolution Equityholders
1,356,137
54.42%
1,357,703
58.10%
1,360,835
67.15%
1,362,401
72.79%
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Assuming No
Redemption(1)
Assuming 25%
Redemption(2)
Assuming 75%
Redemption(3)
Assuming Maximum
Redemption(4)
Shareholders
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Total Shares Outstanding Excluding Additional Dilution Sources
2,491,993
100.00%
2,336,892
100.00%
2,026,692
100.00%
1,871,592
100.00%
Shares Issuable Upon Exercise of MergeCo Warrants
1,221,078
24.88%
1,221,078
25.72%
1,221,078
27.57%
1,221,078
28.60%
Shares Issuable Upon Exercise of OIC MergeCo Warrant(9)
563,332
11.48%
558,634
11.77%
549,240
12.40%
544,543
12.76%
Committed Equity Financing(10)
631,578
12.87%
631,578
13.30%
631,578
14.26%
631,578
14.80%
Total Additional Dilution Sources
2,415,988
49.23%
2,411,290
50.78%
2,401,896
54.24%
2,397,199
56.16%
(1)
This scenario assumes that no Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(2)
This scenario assumes that 1,566,661 Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(3)
This scenario assumes that 4,699,984 Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting. The Business Combination Agreement and Scheme Implementation Deed provide that Carbon Revolution’s obligation to consummate the Business Combination is conditioned on, among other things, MergeCo being reasonably expected to have at least $5,000,001 of net tangible assets upon closing of the Business Combination. The net tangible assets of MergeCo will include the net tangible assets of Carbon Revolution, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses described in the table above, as well as increased by the net proceeds of any equity financing obtained by MergeCo in connection with the closing of the Business Combination. MergeCo expects net tangible assets to exceed $5,000,001 upon closing of the Business Combination even in a Maximum Redemption Scenario. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(4)
This scenario assumes that 6,266,645 Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. The Business Combination Agreement and Scheme Implementation Deed provide that Carbon Revolution’s obligation to consummate the Business Combination is conditioned on, among other things, MergeCo being reasonably expected to have at least $5,000,001 of net tangible assets upon closing of the Business Combination. The net tangible assets of MergeCo will include the net tangible assets of Carbon Revolution, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses described in the table above, as well as increased by the proceeds of any equity financing obtained by MergeCo in connection with the closing of the Business Combination. MergeCo expects net tangible assets to exceed $5,000,001 upon closing of the Business Combination even in a Maximum Redemption Scenario. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(5)
Excludes 327,203 of the Sponsor’s Twin Ridge Class B Ordinary Shares that shall automatically be forfeited and surrendered to Twin Ridge for no additional consideration immediately prior to the consummation of the Merger and conditioned upon the consummation of the Merger.
(6)
Represents the commitment fee of 1,500 MergeCo Ordinary Shares issued to Yorkville Advisors in connection with the Committed Equity Financing which takes effect at Closing.
(7)
Consists of performance rights, as of September 1, 2023. Such securities will be cancelled and converted into Carbon Revolution ordinary shares on or prior to the Scheme Record Date. These performance rights relate to performance rights currently on issue under Carbon Revolution’s STI plans. All options and performance rights issued under Carbon Revolution’s LTI plans will be cancelled.
(8)
The Equity % with respect to each Additional Dilution Source set forth above, including the Total Additional Dilution Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator, based on the stated assumptions. For example, in the 25% redemption scenario, the Equity % with respect to the MergeCo Warrants would be calculated as follows: (a) 1,221,078 MergeCo Ordinary Shares issued pursuant to the MergeCo Warrants; divided by (b) (i) 2,336,892 MergeCo Ordinary Shares (the number of MergeCo Ordinary Shares outstanding prior to any issuance pursuant to the MergeCo Warrants, OIC MergeCo Warrants or Carbon Revolution Performance Rights) plus (ii) 1,221,078 MergeCo Ordinary Shares issued pursuant to the MergeCo Warrants, 558,635 MergeCo Ordinary Shares issued pursuant to the OIC MergeCo Warrants and 631,578 MergeCo Ordinary Shares issued pursuant to the Committed Equity Financing assuming conversion at $9.50 (see footnote 9 below). MergeCo intends to grant initial equity incentive awards with respect to a number of MergeCo Ordinary Shares equal to 5% of the number of issued and outstanding MergeCo Ordinary Shares immediately after the closing of the Business Combination (such number of issued and outstanding MergeCo Ordinary Shares, the “Total Shares Outstanding”) promptly following MergeCo’s eligibility to register the issuance of such awards on Form S-8, which is expected to occur 60 days after the closing of the Business Combination. Such awards may take the form of MergeCo Ordinary Shares or other instruments such as options or rights with respect to MergeCo Ordinary Shares. Under the terms of the Scheme Implementation Deed, Carbon Revolution must seek the consent of Twin Ridge (not to be unreasonably withheld) in relation to the form and quantum of any employee or director short-term or long-term incentive or similar arrangements in excess of such 5% limitation. The total number of MergeCo Ordinary Shares reserved for issuance upon
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grant of equity incentive awards thereafter is expected to equal approximately 8% of the Total Shares Outstanding (for an aggregate of 13% of the Total Shares Outstanding, inclusive of the initial equity incentive awards).
(9)
The terms of the OIC MergeCo Warrant provide that the OIC MergeCo Warrant will be exercisable for additional shares if MergeCo Ordinary Shares are issued pursuant to any award made under any equity incentive or similar plan prior to the second anniversary of the closing of the Business Combination. The number of MergeCo Ordinary Shares included pursuant to the OIC MergeCo Warrant assumes the MergeCo Ordinary Shares reserved for issuance upon grant of equity incentive awards that is expected to equal approximately 8% of the Total Shares Outstanding (for an aggregate of 13% of the Total Shares Outstanding, inclusive of the initial equity incentive awards) are issued prior to the second anniversary of the closing of the Business Combination. In the event that less than the amount reserved for issuance is issued prior to the second anniversary of the closing of the Business Combination, the number of shares issuable under the OIC MergeCo Warrant will be lower.
(10)
Represents the issuance of 631,578 MergeCo Ordinary Shares pursuant to the Committed Equity Financing, based on the stated assumptions. The terms of the Committed Equity Financing provide for a purchase price equal to 95% or 97% of the volume-weighted average price of MergeCo Ordinary Shares for a specified period, depending upon which specified period is selected. This amount assumes conversion at $95.00, which is the lower of such purchase prices, assuming the volume-weighted average price is equal to the assumed trading price of $100.00 per share, which reflects the deemed value of Twin Ridge Class A Ordinary Shares in the Business Combination of $10.00 multiplied by the applicable exchange ratio for determining the number of MergeCo Ordinary Shares issuable to holders of Twin Ridge Class A Ordinary Shares and assumes the issuance of all shares issuable pursuant to the terms of the Equity Purchase Agreement. The actual trading price of MergeCo Ordinary Shares may be lower than such assumed trading price, which would result in a lower conversion price for the purpose of the Committed Equity Financing and therefore greater dilution to other MergeCo shareholders.
The first paragraph on page 44 is revised to update the deadline for redemptions:
Public Shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination, whether or not they were holders of Twin Ridge Class A Ordinary Shares as of the Record Date or acquired their shares after the Record Date. The redemptions will be effectuated in accordance with the Existing Organizational Documents and Cayman Islands law. Any Public Shareholder who holds Twin Ridge Class A Ordinary Shares on or before October 10, 2023 (two Business Days before the General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the completion of the Business Combination; provided that such Public Shareholders follow the procedures provided for exercising such redemption as set forth in the Existing Organizational Documents, as described below, by such date. However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Shareholders exercising such redemption right, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Twin Ridge Class A Ordinary Shares as of the Record Date. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is completed. For more information, see “General Meeting of Twin Ridge’s Shareholders—Redemption Rights”.
The following question and answer beginning on page 44 is revised to update the deadline for redemptions:
If you are a Public Shareholder and you seek to have your shares redeemed, you must demand redemption no later than 5:00 p.m., Eastern Time, on October 10, 2023 (two Business Days before the General Meeting) by (a) submitting a written request to the Transfer Agent that Twin Ridge redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for redemption if such holder is acting in concert or as a “group” (as defined in Section 13 d-3 of the Exchange Act) with any other shareholder with respect to Twin Ridge Ordinary Shares and (c) delivering their Twin Ridge Ordinary Shares, either physically or electronically using DTC’s DWAC system, at the holder’s option, to the Transfer Agent prior to the General Meeting.
The last sentence on page 46 is revised to update the deadline for redemptions:
No. Holders of issued and outstanding Twin Ridge Units must elect to separate the Twin Ridge Units into the underlying Public Shares and Public Warrants prior to exercising redemption right with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. The redemption right includes the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. You are requested to cause your Public Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on October 10, 2023 (two Business Days before the General Meeting) in order to exercise your redemption right with respect to your Public Shares.
S-6

The following risk factor beginning on page 98 is amended and restated as follows:
The Public Shareholders will experience immediate dilution as a consequence of the issuance of MergeCo Ordinary Shares as consideration in the Business Combination.
The issuance of additional MergeCo Ordinary Shares in the Business Combination, including the issuance of any MergeCo Ordinary Shares after the Closing of the Business Combination pursuant to the Equity Purchase Agreement, will dilute the equity interests of our existing shareholders and may adversely affect prevailing market prices for the Public Shares and/or Public Warrants. The Public Shareholders who do not redeem their public shares may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination. Additionally, MergeCo following the Closing may determine, subject to the receipt of any shareholder or stock exchange approvals that may be required, to issue additional MergeCo Ordinary Shares or other equity securities of equal or senior rank in connection with privately negotiated transactions following the consummation of the Business Combination.
The issuance of additional MergeCo Ordinary Shares (or other equity securities of equal or senior rank) could have the following effects for holders of Public Shares who elect not to redeem their shares:
your proportionate ownership interest in MergeCo following the Closing will decrease;
the relative voting strength of each previously outstanding share of MergeCo Ordinary Shares following the Business Combination will be diminished; or
the market price of the MergeCo Ordinary Shares and the Public Warrants may decline.
The below sensitivity table shows the potential impact of redemptions on share ownership by non-redeeming shareholders in a no redemption scenario, 25% redemption scenario, 75% redemption scenario, and the maximum redemption scenario. The sensitivity table below shows holdings following the Business Combination with any fractional shares rounded down to the nearest whole number and sets forth the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario. The sensitivity table below excludes the Preferred Shares. The sensitivity table does not show the deferred underwriting commissions incurred in connection with the IPO in each redemption scenario because Barclays and Evercore, the representatives of the underwriters for the IPO, have each agreed to waive the deferred underwriting commissions. The information in the below sensitivity table has been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in the below sensitivity table. In addition, certain percentages presented in the below sensitivity table reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding.
 
Assuming No
Redemption(1)
Assuming 25%
Redemption(2)
Assuming 75%
Redemption(3)
Assuming Maximum
Redemption(4)
Shareholders
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Holders of Twin Ridge Class A Ordinary Shares
626,665
25.15%
469,998
20.11%
156,666
7.73%
0.0%
Holders of Twin Ridge Class B Ordinary Shares(5)
500,000
20.06%
500,000
21.40%
500,000
24.67%
500,000
26.72%
Yorkville Advisors(6)
1,500
0.06%
1,500
0.06%
1,500
0.07%
1,500
0.08%
Carbon Revolution Performance Rights(7)
7,691
0.32%
7,691
0.33%
7,691
0.38%
7,691
0.41%
Existing Carbon Revolution Equityholders
1,356,137
54.42%
1,357,703
58.10%
1,360,835
67.15%
1,362,401
72.79%
Total Shares Outstanding Excluding Additional Dilution Sources
2,491,993
100.00%
2,336,892
100.00%
2,026,692
100.00%
1,871,592
100.00%
Shares Issuable Upon Exercise of MergeCo Warrants
1,221,078
24.88%
1,221,078
25.72%
1,221,078
27.57%
1,221,078
28.60%
Shares Issuable Upon Exercise of OIC MergeCo Warrant(9)
563,332
11.48%
558,634
11.77%
549,240
12.40%
544,543
12.76%
S-7

 
Assuming No
Redemption(1)
Assuming 25%
Redemption(2)
Assuming 75%
Redemption(3)
Assuming Maximum
Redemption(4)
Shareholders
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Ownership
in Shares
Equity
%
Committed Equity Financing(10)
631,578
12.87%
631,578
13.30%
631,578
14.26%
631,578
14.80%
Total Additional Dilution Sources
2,415,988
49.23%
2,411,290
50.78%
2,401,896
54.24%
2,397,199
56.16%
(1)
This scenario assumes that no Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(2)
This scenario assumes that 1,566,661 Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(3)
This scenario assumes that 4,699,984 Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(4)
This scenario assumes that 6,266,645 Twin Ridge Class A Ordinary Shares are redeemed by Twin Ridge shareholders, after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting after taking into account shares redeemed by Twin Ridge shareholders in connection with the Extension Meeting. The Business Combination Agreement and Scheme Implementation Deed provide that Carbon Revolution’s obligation to consummate the Business Combination is conditioned on, among other things, MergeCo being reasonably expected to have at least $5,000,001 of net tangible assets upon closing of the Business Combination. The net tangible assets of MergeCo will include the net tangible assets of Carbon Revolution, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses described in the table above, as well as increased by the proceeds of any equity financing obtained by MergeCo in connection with the closing of the Business Combination. MergeCo expects net tangible assets to exceed $5,000,001 upon closing of the Business Combination even in a Maximum Redemption Scenario. See “Business of Twin Ridge and Certain Information About Twin Ridge—Extension of Time to Complete a Business Combination” for more information on the Extension Meeting.
(5)
Excludes 327,203 of the Sponsor’s Twin Ridge Class B Ordinary Shares that shall automatically be forfeited and surrendered to Twin Ridge for no additional consideration immediately prior to the consummation of the Merger and conditioned upon the consummation of the Merger.
(6)
Represents the commitment fee of 1,500 MergeCo Ordinary Shares issued to Yorkville Advisors in connection with the Committed Equity Financing which takes effect at Closing.
(7)
Consists of performance rights, as of September 1, 2023. Such securities will be canceled and converted into Carbon Revolution ordinary shares on or prior to the Scheme Record Date. These performance rights relate to performance rights currently on issue under Carbon Revolution’s STI plans. All options and performance rights issued under Carbon Revolution’s LTI plans will be cancelled.
(8)
The Equity % with respect to each Additional Dilution Source set forth above, including the Total Additional Dilution Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator, based on the stated assumptions. For example, in the 25% redemption scenario, the Equity % with respect to the MergeCo Warrant would be calculated as follows: (a) 1,221,078 MergeCo Ordinary Shares issued pursuant to the MergeCo Warrant; divided by (b) (i) 2,336,892 MergeCo Ordinary Shares (the number of MergeCo Ordinary Shares outstanding prior to any issuance pursuant to the MergeCo Warrant, OIC MergeCo Warrant or Carbon Revolution Performance Rights) plus (ii) 1,221,078 MergeCo Ordinary Shares issued pursuant to the MergeCo Warrant, 558,635 MergeCo Ordinary Shares issued pursuant to the OIC MergeCo Warrant and 631,578 MergeCo Ordinary Shares issued pursuant to the Committed Equity Financing assuming conversion at $9.50 (see footnote 9 below). MergeCo intends to grant initial equity incentive awards with respect to a number of MergeCo Ordinary Shares equal to 5% of the number of issued and outstanding MergeCo Ordinary Shares immediately after the closing of the Business Combination (such number of issued and outstanding MergeCo Ordinary Shares, the “Total Shares Outstanding”) promptly following MergeCo’s eligibility to register the issuance of such awards on Form S-8, which is expected to occur 60 days after the closing of the Business Combination. Such awards may take the form of MergeCo Ordinary Shares or other instruments such as options or rights with respect to MergeCo Ordinary Shares. Under the terms of the Scheme Implementation Deed, Carbon Revolution must seek the consent of Twin Ridge (not to be unreasonably withheld) in relation to the form and quantum of any employee or director short-term or long-term incentive or similar arrangements in excess of such 5% limitation. The total number of MergeCo Ordinary Shares reserved for issuance upon grant of equity incentive awards thereafter is expected to equal approximately 8% of the Total Shares Outstanding (for an aggregate of 13% of the Total Shares Outstanding, inclusive of the initial equity incentive awards).
(9)
The terms of the OIC MergeCo Warrant provide that the OIC MergeCo Warrant will be exercisable for additional shares if MergeCo Ordinary Shares are issued pursuant to any award made under any equity incentive or similar plan prior to the second anniversary of the closing of the Business Combination. The number of MergeCo Ordinary Shares included pursuant to the OIC MergeCo Warrant assumes the MergeCo Ordinary Shares reserved for issuance upon grant of equity incentive awards that is expected to equal approximately 8% of the Total Shares Outstanding (for an aggregate of 13% of the Total Shares Outstanding, inclusive of the initial equity incentive awards) are issued prior to the second anniversary of the closing of the Business Combination. In the event that less than the amount reserved for issuance is issued prior to the second anniversary of the closing of the Business Combination, the number of shares issuable under the OIC MergeCo Warrant will be lower.
(10)
Represents the issuance of 631,578 MergeCo Ordinary Shares pursuant to the Committed Equity Financing, based on the stated assumptions. The terms of the Committed Equity Financing provide for a purchase price equal to 95% or 97% of the volume-weighted average price of MergeCo Ordinary Shares for a specified period, depending upon which specified period is selected. This amount assumes conversion at $95.00, which is the lower of such purchase prices, assuming the volume-weighted average price is equal to the assumed trading price of $100.00 per share, which reflects the deemed value of Twin Ridge Class A Ordinary Shares in the Business Combination of $10.00 multiplied by the applicable exchange ratio for determining the number of MergeCo Ordinary Shares issuable to holders of Twin Ridge Class A Ordinary Shares and assumes the issuance of all shares issuable pursuant to the terms of the Equity Purchase Agreement. The actual trading price of MergeCo Ordinary Shares may be lower than such assumed trading price, which would result in a lower conversion price for the purpose of the Committed Equity Financing and therefore greater dilution to other MergeCo shareholders.
S-8

The following risk factor shall be added before the first full paragraph beginning on page 100:
The Amendments that adjust the merger ratios could have effects of which we cannot predict with certainty and which may be materially adverse to the market price of the MergeCo Ordinary Shares.
Under the terms of the Amendments, taken together, the parties agreed to revise the merger ratios to reduce the total number of MergeCo Ordinary Shares to be issued in the Business Combination on a one share per ten share basis, affecting all recipients of MergeCo Ordinary Shares equally. Accordingly, the relative share ownership of holders of Twin Ridge Class A Ordinary Shares who do not redeem, holders of Carbon Revolution Ordinary Shares, holders of Carbon Revolution performance rights and Yorkville Advisors Global, LP, as well as the percentage of shares issuable pursuant to the FY2023 Incentive Equity Plan or upon exercise of any warrants, shall be unaffected by the adjustment of the merger ratios, except for minor adjustments due to the treatment of fractional shares. Any fractional shares resulting from the conversion will be rounded down to the nearest whole number.
Such adjustment is expected to result in a higher trading price for MergeCo Ordinary Shares without altering any of the economic terms of the Business Combination. However, the effect of the adjustment of the merger ratios upon the market price of the MergeCo Ordinary Shares cannot be predicted with any certainty. It is possible that the expected market price of the MergeCo Ordinary Shares does not rise in proportion to the reduction in the number of MergeCo Ordinary Shares outstanding resulting from the adjustment of the merger ratios. In addition, the liquidity of the MergeCo Ordinary Shares may be harmed by the adjustment of the merger ratios given the reduced number of MergeCo Ordinary Shares that would be outstanding after the adjustment of the merger ratios.
The last paragraph on page 109 is revised to update the deadline for redemptions:
A Public Shareholder will be entitled to receive cash for any Public Shares to be redeemed only if such Public Shareholder: (i)(a) holds Public Shares, or (b) if the Public Shareholder holds Public Shares through Twin Ridge Units, the Public Shareholder elects to separate its units into the underlying Public Shares and Public Warrants prior to exercising its Redemption Right with respect to the Public Shares; (ii) submits a written request to the Transfer Agent, in which it (a) requests that Twin Ridge redeem all or a portion of its Public Shares for cash and (b) identifies itself as a beneficial holder of the Public Shares and provides its legal name, phone number and address; and (iii) delivers its share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through DTC. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 10, 2023 (two Business Days before the General Meeting) in order for their shares to be redeemed. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and, the Transfer Agent, will need to act to facilitate this request. It is Twin Ridge's understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Twin Ridge does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, Public Shareholders who wish to redeem their Public Shares may be unable to obtain physical certificates by the deadline for exercising their Redemption Right and thus will be unable to redeem their shares.
Revised Disclosure to General Meeting of Twin Ridge’s Shareholders
The first sentence on page 118 is revised to update the General Meeting date:
This proxy statement/prospectus is being provided to Twin Ridge’s shareholders as part of a solicitation of proxies by the Twin Ridge Board for use at the General Meeting of Twin Ridge’s shareholders to be held on October 12, 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus contains important information regarding the General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
Date, Time and Place of General Meeting
The third paragraph on page 118 is revised to update the General Meeting date:
The General Meeting of Twin Ridge’s shareholders will be held on October 12, 2023 at 1:00 p.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a live webcast at https://www.cstproxy.com/twinridgecapitalac/sm2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
S-9

Redemption Rights
The second subsection under the first paragraph on page 120 is revised to update the deadline for redemptions:
(ii). prior to 5:00 p.m., Eastern Time, on October 10, 2023, (a) submit a written request to the Transfer Agent in which you (i) request that Twin Ridge redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and (b) deliver your Public Shares to Continental Stock Transfer & Trust Company, Twin Ridge’s transfer agent, physically or electronically through DTC.
The second paragraph under the Redemption Rights section on page 120 is revised to update the deadline for redemptions:
Public Shareholders may seek to have their Public Shares redeemed by Twin Ridge, regardless of whether they vote for or against the Business Combination Proposal or any other Shareholder Proposal and whether they held Public Shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds Twin Ridge Ordinary Shares on or before October 10, 2023 (two Business Days before the General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $66,682,853 on September 1, 2023 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $10.64. A Public Shareholder who has properly tendered his, her or its Public Shares for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.
The last paragraph on page 120 is revised to update the deadline for redemptions:
Public Shareholders who seek to redeem their Public Shares must demand redemption no later than 5:00 p.m., Eastern Time, on October 10, 2023 (two Business Days before the General Meeting) by (a) submitting a written request to the Transfer Agent that Twin Ridge redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for redemption if such holder is acting in concert or as a “group” (as defined in Section 13 d-3 of the Exchange Act) with any other shareholder with respect to Twin Ridge Ordinary Shares and (c) delivering their Twin Ridge Ordinary Shares, either physically or electronically using DTC's DWAC system, at the holder's option, to the Transfer Agent prior to the General Meeting. If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
Revised Business Combination Agreement, Scheme Implementation Deed and Ancillary Documents Disclosure
The following paragraph added in Supplement No. 1 in the section entitled “The Business Combination Agreement, Scheme Implementation Deed and Ancillary Documents” after the first paragraph on page 139 is revised as follows:
Scheme Implementation Deed Amendment
On September 21, 2023 we agreed to amend the Scheme attached to the Scheme Implementation Deed and on October 5, 2023, we agreed to further revise the Scheme attached to the Scheme Implementation Deed and the Business Combination Agreement (the “Amendments”). Under the terms of the Amendments taken together, the parties agreed to revise the merger ratios from 0.00877 MergeCo Ordinary shares per Carbon Revolution ordinary share to between 0.00640 and 0.00643 MergeCo Ordinary Shares per Carbon Revolution share (depending on the redemption rate of Twin Ridge’s Class A Ordinary Shares) and 0.10 MergeCo Ordinary Shares per Twin Ridge Ordinary Share, subject to obtaining a necessary order of the Federal Court of Australia and any alterations or conditions made or required by the court. Any fractional shares resulting from the conversion will be rounded down to the nearest whole number. In addition, the End Date in the Scheme Implementation Deed was amended to be November 30, 2023 and the parties consented to the OIC
S-10

Financing described above and the entry into fee deferral arrangements with various advisors and other vendors to Carbon Revolution, MergeCo and Twin Ridge with respect to certain transaction expenses.
The merger ratios were agreed to be amended on October 5, 2023 subject to the order of the Federal Court of Australia to reduce the total number of MergeCo Ordinary Shares to be issued in the Business Combination on a one share per ten share basis, affecting all recipients of MergeCo Ordinary Shares equally. Accordingly, the relative share ownership of holders of Twin Ridge Class A Ordinary Shares who do not redeem, holders of Carbon Revolution ordinary shares, holders of Carbon Revolution performance rights and Yorkville Advisors Global, LP, as well as the percentage of shares issuable pursuant to the FY2023 Incentive Equity Plan or upon exercise of any warrants, shall be unaffected by the adjustment of the merger ratios, except for minor adjustments due to the treatment of fractional shares. Such adjustment is intended to result in a higher trading price for MergeCo Ordinary Shares without altering any of the economic terms of the Business Combination. Nevertheless, we make no assurances with respect to the trading price of MergeCo Ordinary Shares following completion of the Business Combination.
Amendment and Restatement of Pro Forma Presentation
The subsections beginning on page 196 beginning with the section entitled “Pro Forma Presentation” is amended and restated as set forth below:
Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared based on the four scenarios described below. Each of the scenarios is based on the approximately 6.3 million Twin Ridge Class A Ordinary Shares outstanding (or 29.4% of the Twin Ridge Class A Ordinary Shares issued in Twin Ridge’s initial public offering), the holders of which did not exercise their redemption rights in connection with the Extension Meeting:
Assuming No Redemptions: This presentation assumes that no further Twin Ridge shareholders exercise redemption rights with respect to their Twin Ridge Class A Ordinary Shares (the “No Redemption”).
Assuming 25% Redemptions: This presentation assumes that Twin Ridge shareholders holding 1,566,661 Twin Ridge Class A Ordinary Shares will exercise their redemption rights for approximately A$23.4 million at a redemption price of approximately $10.14 per share-based on the investment held in the Trust Account as of December 31, 2022, which represents 25% of Twin Ridge Class A Ordinary Shares that could be redeemed by Twin Ridge shareholders, after giving effect to exercise of redemption rights by such Twin Ridge shareholders and payments thereto in such redemption (the “25% Redemption”).
Assuming 75% Redemptions: This presentation assumes that Twin Ridge shareholders holding 4,699,984 Twin Ridge Class A Ordinary Shares will exercise their redemption rights for approximately A$70.3 million at a redemption price of approximately $10.14 per share-based on the investment held in the Trust Account as of December 31, 2022, which represents 75% of Twin Ridge Class A Ordinary Shares that could be redeemed by Twin Ridge shareholders, after giving effect to exercise of redemption rights by such Twin Ridge shareholders and payments thereto in such redemption (the “75% Redemption”).
Assuming Maximum Redemptions: This presentation assumes that Twin Ridge shareholders holding 6,266,645 Twin Ridge Class A Ordinary Shares will exercise their redemption rights for approximately A$93.8 million at a redemption price of approximately $10.14 per share-based on the investment held in the Trust Account as of December 31, 2022, which represents 100% of Twin Ridge Class A Ordinary Shares that could be redeemed by Twin Ridge shareholders, after giving effect to exercise of redemption rights by such Twin Ridge shareholders and payments thereto in such redemption (the “Maximum Redemption”). The Maximum Redemption scenario assumes that MergeCo has at least $5,000,001 of net tangible assets upon closing of the Business Combination. The satisfaction of this minimum net tangible asset requirement is a condition precedent to Carbon Revolution’s and Twin Ridge’s obligations under the Scheme Implementation Deed. In this scenario, MergeCo would only recognize the issuance of 5,000,000 MergeCo Ordinary Shares to the holders of the Twin Ridge Class B Ordinary Shares. The net tangible assets of MergeCo will include the net tangible assets of Carbon Revolution, as increased by the gross proceeds of the Trust Account and decreased by the transaction expenses, as well as increased by the net proceeds of any equity financing obtained by MergeCo in connection with the closing of the Business Combination. MergeCo expects net tangible assets to exceed $5,000,001 upon closing of the Business Combination even in a Maximum Redemption Scenario.
S-11

These scenarios are for illustrative purposes only, as the actual amount of redemptions by Twin Ridge’s shareholders is unknowable prior to the Twin Ridge shareholder vote with respect to the Business Combination. All scenarios include a pro forma adjustment for the redemption of the 70.6% of shareholders who exercised their redemption rights in connection with the Extension Meeting. The actual financial position and results of operations of the combined company may differ significantly from the pro forma amounts presented.
Description of the Transactions
Business Combination
On November 29, 2022, Carbon Revolution entered into the Scheme Implementation Deed and the Business Combination Agreement with Twin Ridge and MergeCo. Pursuant to the agreements, Twin Ridge will merge with and into a wholly-owned subsidiary of MergeCo and the wholly-owned subsidiary of MergeCo shall continue as the surviving corporation of the merger. Immediately thereafter MergeCo will issue shares to Carbon Revolution shareholders (collectively, the “Business Combination”). Upon completion of the Business Combination, eligible Carbon Revolution shareholders will receive MergeCo Ordinary Shares and existing Twin Ridge Shareholders will receive MergeCo Ordinary Shares in exchange for their existing Twin Ridge Ordinary Shares. Existing Twin Ridge warrant holders will have their Warrants automatically exchanged for MergeCo Warrants, subject to substantially the same terms and conditions, including to become exercisable in respect of MergeCo Ordinary Shares instead of Twin Ridge Ordinary Shares, subject to the terms of the Business Combination Agreement.
After completion of the Transactions, MergeCo will be the parent of a wholly-owned group including both Carbon Revolution and Twin Ridge (the “Group”). This will happen through an exchange, and registration via Form F-4, of MergeCo Ordinary Shares. Similarly, existing outstanding Warrants will be automatically exchanged by assumption by MergeCo of the obligations under the Warrants, including to become exercisable in respect of MergeCo Ordinary Shares instead of Twin Ridge Ordinary Shares. Such MergeCo Warrants will be subject to substantially the same terms and conditions as existing Warrants.
MergeCo will be listed on Nasdaq and, assuming at least some level of redemptions, it is anticipated that the current shareholders of Carbon Revolution will hold the majority of the MergeCo Ordinary Shares.
Pursuant to the Business Combination Agreement and immediately prior to the Twin Ridge Merger Effective Time:
Each Twin Ridge Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a Twin Ridge Class A Ordinary Share;
Immediately after the Pre-Merger Conversion, each Twin Ridge Class A Ordinary Share shall be automatically cancelled in exchange for 0.10 validly issued, fully paid and non-assessable MergeCo Ordinary Shares;
Each Public Warrant shall be automatically exchanged to become one MergeCo Public Warrant to purchase 0.10 MergeCo Ordinary Shares. Each such MergeCo Public Warrant will be subject to substantially the same terms and conditions set forth in the Existing Warrant Agreement, pursuant to which such Twin Ridge Public Warrant was issued immediately prior to the Twin Ridge Merger Effective Time; and
Each Private Placement Warrant shall be automatically exchanged to become one MergeCo Private Warrant to purchase 0.10 MergeCo Ordinary Shares (each, a “MergeCo Founder Warrant”). Each such MergeCo Founder Warrant will be subject to substantially the same terms and conditions set forth in the Existing Warrant Agreement pursuant to which such Twin Ridge Private Warrant was issued immediately prior to the Twin Ridge Merger Effective Time.
The last bullet in the subsection entitled “CEF” on page 195 is restated as follows:
MergeCo has agreed to issue 1,500 MergeCo Ordinary Shares to Yorkville Advisors as a ‘commitment fee’ to secure the facility. These must be issued upon completion of the Business Combination.
The following section entitled “Pro Forma Ownership” on page 196 is revised as follows:
Pro Forma Ownership
The following table summarizes the unaudited pro forma ownership of MergeCo Ordinary Shares that would have been outstanding as of December 31, 2022, after giving effect to redemptions in connection with the Extension Meeting and the Pro Forma Transactions, under each of the no redemption, 25% redemption, 75% redemption and
S-12

maximum redemption scenarios. The information presented in table below includes only shares that are deemed legally outstanding for purposes of calculating pro forma diluted earnings per share and accordingly is not consistent with information elsewhere in this proxy statement/prospectus, including under the caption “Questions and Answers About the Proposals for Shareholders—Q: What equity stake will the Public Shareholders and the current shareholders of Carbon Revolution hold in MergeCo immediately after the Closing?” (which includes all shares that will be deemed outstanding under Irish law upon the consummation of the Business Combination).
 
Scenario 1:
Assuming No
Redemptions
Scenario 2:
Assuming 25%
Redemptions
Scenario 3:
Assuming 75%
Redemptions
Scenario 4:
Assuming Maximum
Redemptions
 
Shares
%
Shares
%
Shares
%
Shares
%
Twin Ridge Ordinary Shares
 
 
 
 
 
 
 
 
Twin Ridge Class A Ordinary Shares currently outstanding
21,308,813
 
21,308,813
 
21,308,813
 
21,308,813
 
Less: Twin Ridge Class A Ordinary shares known redemptions (70.6%)
(15,042,168)
 
(15,042,168)
 
(15,042,168)
 
(15,042,168)
 
Twin Ridge Class A Ordinary Shares(1)
6,266,645
 
6,266,645
 
6,266,645
 
6,266,645
 
Less: Redeemed Twin Ridge Class A ordinary shares
 
(1,566,661)
 
(4,699,984)
 
(6,266,645)
 
Sub-total: Twin Ridge Class A Ordinary Shares
(6,266,645)
25.15
4,699,984
20.11
1,566,661
7.73
0.00
Twin Ridge Class A Ordinary Shares following the Business Combination
626,665
25.15
469,998
20.11
156,666
7.73
0.00
Twin Ridge Class B Ordinary Shares(2)
500,000
20.06
500,000
21.40
500,000
24.67
500,000
26.72
Twin Ridge Shareholders
1,126,665
45.21
969,998
41.51
656,666
32.40
500,000
26.72
Carbon Revolution Shareholders(3)
1,356,137
54.42
1,357,703
58.10
1,360,835
67.15
1,362,401
72.79
Carbon Revolution Performance Rights(4)
7,691
0.32
7,691
0.33
7,691
0.38
7,691
0.41
Yorkville Advisors Global, LP(5)
1,500
0.06
1,500
0.06
1,500
0.07
1,500
0.08
Total Pro Forma MergeCo Ordinary Shares Outstanding as of December 31, 2022
2,491,993
100.00
2,336,892
100.00
2,026,692
100.00
1,871,592
100.00
(1)
The Twin Ridge Class A Ordinary Shares held by the current Twin Ridge shareholders as at December 31, 2022 less the number of Twin Ridge Class A Ordinary Shares redeemed in connection with the Extension Meeting (70.6%) is used for the purpose of the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations as shown below.
(2)
Includes, in all scenarios, the Founder Shares to be converted into 5,000,000 MergeCo Ordinary Shares as part of the Pro Forma Transaction.
(3)
Carbon Revolution shareholders shares are based upon anticipated total share consideration to owners of equity interests in Carbon Revolution equal to 1,363,828 MergeCo Ordinary Shares (reflecting an equity value of $13,638,285, divided by $10.00 per share), with 1,363,828 MergeCo Ordinary Shares issuable to holders of Carbon Revolution shares. Additional dilution will occur when performance rights or options are issued to employees post completion of the Business Combination. As disclosed in “The Business Combination Agreement, Scheme Implementation Deed and Ancillary Documents—Other Agreements Related to the Business Combination—2023 Incentive Equity Plan”, prior to the effectiveness of the registration statement, the MergeCo board and MergeCo’s shareholders will approve and adopt the Carbon Revolution Company FY2023 Incentive Equity Plan (the “FY2023 Incentive Equity Plan”) which will reserve for grant a number of MergeCo Ordinary Shares or other forms of equity in MergeCo. Such grants may include both one-off retention grants, and business-as-usual grants in respect of FY2023. MergeCo intends to grant initial equity incentive awards with respect to a number of MergeCo Ordinary Shares equal to 5% of the Total Shares Outstanding promptly following MergeCo’s eligibility to register the issuance of such awards on Form S-8, which is expected to occur 60 days after the closing of the Business Combination. Such awards may take the form of MergeCo Ordinary Shares or other instruments such as options or rights with respect to MergeCo Ordinary Shares. Under the terms of the Scheme Implementation Deed, Carbon Revolution must seek the consent of Twin Ridge (not to be unreasonably withheld) in relation to the form and quantum of any employee or director short-term or long-term incentive or similar arrangements in excess of such 5% limitation. The total number of MergeCo Ordinary Shares reserved for issuance upon grant of equity incentive awards thereafter is expected to equal 8% of the Total Shares Outstanding (for an aggregate of 13% of the Total Shares Outstanding, inclusive of the initial equity incentive awards). Shares or other equities issued under the 2023 Equity Incentive Plan are not included in the table above and would result in an increase of the number of equities on issue which would be dilutive to existing shares. The unaudited pro forma condensed combined financial information presented has not been adjusted to reflect such potential equity awards, as such awards will not be made until at least 60 days after the closing of the Business Combination and the amount, valuation and other terms and conditions thereof have not been determined and cannot, therefore, be quantified. The amount of any compensation charge incurred upon the grant of any such equity awards may be material.
(4)
These 7,691 MergeCo Ordinary Shares that will be issued on or before the Scheme Record Date upon the cancellation of performance rights relate only to performance rights issued under Carbon Revolution’s STI plans and do not include any number in relation to options and performance rights issued under Carbon Revolution’s LTI plans which will be canceled and not convertible to Carbon Revolution Shares.
S-13

(5)
Includes, in all scenarios, the commitment fee of 1,500 MergeCo Ordinary Shares to Yorkville Advisors irrespective of subsequent drawdown.
S-14

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2022
AS OF DECEMBER 31, 2022
(in thousands)
Carbon
Revolution
Twin Ridge
 
Twin Ridge
 
 
 
 
Scenario 1: Assuming No
Redemptions
Scenario 2: Assuming 25%
Redemptions
Scenario 3: Assuming 75%
Redemptions
Scenario 4: Assuming Maximum
Redemptions
 
IFRS
(Historical)
US GAAP
(Historical)
IFRS
Adjustments
IFRS
(Historical)
Notes
Transaction
Accounting
Adjustments –
Financing
Transaction
Notes
Pro forma for
financing
transaction
Transaction
Accounting
Adjustments -
Business
Combination(1)
Notes
Pro
Forma
Transaction
Accounting
Adjustments –
Business
Combination(2)
Notes
Pro
Forma
Transaction
Accounting
Adjustments -
Business
Combination(3)
Notes
Pro
Forma
Transaction
Accounting
Adjustments –
Business
Combination(4)
Notes
Pro
Forma
 
AUD
AUD
AUD
AUD
 
 
 
 
AUD
 
 
AUD
 
 
AUD
 
 
AUD
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
14,078
1,524
1,524
 
40,176
1L
55,778
318,921
1A
170,046
318,921
1A
146,599
318,921
1A
99,703
318,921
1A
76,255
 
 
 
 
 
 
 
 
 
 
 
(23,448)
1A.1
 
(70,343)
1A.2
 
(93,791)
1A.3
 
 
 
 
 
 
 
 
 
 
(6,536)
1C
 
(6,536)
1C
 
(6,536)
1C
 
(6,536)
1C
 
 
 
 
 
 
 
 
 
 
(13,248)
1C
 
(13,248)
1C
 
(13,248)
1C
 
(13,248)
1C
 
 
 
 
 
 
 
 
 
 
(8,005)
1D
 
(8,005)
1D.1
 
(8,005)
1D.2
 
(8,005)
1D.3
 
 
 
 
 
 
 
 
 
 
(225,130)
1K
 
(225,130)
1K
 
(225,130)
1K
 
(225,130)
1K
 
 
 
 
 
 
 
 
 
 
48,266
1N
 
48,266
1N
 
48,266
1N
 
48,266
1N
 
Restricted Cash
 
14,347
1L
14,347
 
66,608
 
66,608
 
66,608
 
66,608
 
 
 
 
 
 
 
 
 
51,661
1N
 
51,661
1N
 
51,661
1N
 
51,661
1N
 
Receivables
5,674
 
 
5,674
 
5,674
 
5,674
 
5,674
 
5,674
Contract assets
1,946
 
 
1,946
 
1,946
 
1,946
 
1,946
 
1,946
Inventories
20,754
 
 
20,754
 
20,754
 
20,754
 
20,754
 
20,754
Prepaid expenses
111
111
 
 
111
 
111
 
111
 
111
 
111
Other current assets
2,640
19
19
 
 
2,659
 
2,659
 
2,659
 
2,659
 
2,659
Total current assets
45,092
1,654
1,654
 
54,523
 
101,269
165,929
 
267,198
142,482
 
243,751
95,586
 
196,855
72,138
 
173,407
Non-current assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable securities held in Trust Account
318,921
318,921
 
 
318,921
(318,921)
1A
(318,921)
1A
(318,921)
1A
(318,921)
1A
Property, plant and equipment
58,488
 
 
58,488
 
58,488
 
58,488
 
58,488
 
58,488
Right-of-use assets
7,804
 
 
7,804
 
7,804
 
7,804
 
7,804
 
7,804
Intangible assets
15,688
 
 
15,688
 
15,688
 
15,688
 
15,688
 
15,688
Total non-current assets
81,980
318,921
318,921
 
 
400,901
(318,921)
 
81,980
(318,921)
 
81,980
(318,921)
 
81,980
(318,921)
 
81,980
Total assets
127,072
320,575
320,575
 
54,523
 
502,170
(152,992)
 
349,178
(176,439)
 
325,731
(223,335)
 
278,835
(246,783)
 
255,387
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payables
8,120
6,536
6,536
 
 
14,656
(6,536)
1C
32,887
(6,536)
1C
32,887
(6,536)
1C
32,887
(6,536)
1C
32,887
 
 
 
 
 
 
 
 
 
(2,938)
1D
 
(2,938)
1D.1
 
(2,938)
1D.2
 
(2,938)
1D.3
 
 
 
 
 
 
 
 
 
 
27,705
1D
 
27,705
1D
 
27,705
1D
 
27,705
1D
 
Borrowings
20,581
 
(14,658)
1L
5,923
7,115
1N
13,038
7,055
1N
12,978
6,937
1N
12,860
6,877
1N
12,800
Lease liability
633
 
 
633
 
633
 
633
 
633
 
633
Contract liability
779
 
 
779
 
779
 
779
 
779
 
779
Deferred income
1,763
 
 
1,763
 
1,763
 
 
1,763
1,763
 
1,763
Provisions
4,414
 
 
4,414
 
4,414
 
4,414
 
4,414
 
4,414
Total current liabilities
36,290
6,536
6,536
 
(14,658)
 
28,168
25,345
 
53,513
25,286
 
53,454
25,168
 
53,336
25,108
 
53,276
Non-current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings
318,921
318,921
(a)
69,181
1L
388,102
(318,921)
1A
161,993
(318,921)
1A
162,053
(318,921)
1A
162,171
(318,921)
1A
162,231
 
 
 
 
 
 
 
 
 
92,812
1N
 
92,872
1N
 
92,990
1N
 
93,050
1N
 
Lease liability
7,694
 
 
7,694
 
7,694
 
7,694
 
7,694
 
7,694
Deferred income
15,950
 
 
15,950
 
15,950
 
15,950
 
15,950
 
15,950
Provisions
657
 
 
657
 
657
 
657
 
657
 
657
Warrant liabilities
555
555
 
 
555
 
555
 
555
 
555
 
 
555
Commitment fee shares
217
217
 
 
217
 
217
 
217
 
217
 
217
Total non-current liabilities
24,301
772
318,921
319,693
 
69,181
 
413,175
(226,109)
 
187,066
(226,049)
 
187,126
(225,931)
 
187,244
(225,871)
 
187,304
Total Liabilities
60,591
7,308
318,921
326,229
 
54,523
 
441,343
(200,763)
 
240,580
(200,763)
 
240,580
(200,763)
 
240,580
(200,763)
 
240,580
S-15

AS OF DECEMBER 31, 2022
(in thousands)
Carbon
Revolution
Twin Ridge
 
Twin Ridge
 
 
 
 
Scenario 1: Assuming No
Redemptions
Scenario 2: Assuming 25%
Redemptions
Scenario 3: Assuming 75%
Redemptions
Scenario 4: Assuming Maximum
Redemptions
 
IFRS
(Historical)
US GAAP
(Historical)
IFRS
Adjustments
IFRS
(Historical)
Notes
Transaction
Accounting
Adjustments –
Financing
Transaction
Notes
Pro forma for
financing
transaction
Transaction
Accounting
Adjustments -
Business
Combination(1)
Notes
Pro
Forma
Transaction
Accounting
Adjustments –
Business
Combination(2)
Notes
Pro
Forma
Transaction
Accounting
Adjustments -
Business
Combination(3)
Notes
Pro
Forma
Transaction
Accounting
Adjustments –
Business
Combination(4)
Notes
Pro
Forma
 
AUD
AUD
AUD
AUD
 
 
 
 
AUD
 
 
AUD
 
 
AUD
 
 
AUD
 
 
Commitment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class A ordinary shares subject to possible redemption, 21,308,813 shares at redemption value
318,921
(318,921)
(a)
 
 
 
 
 
Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Twin Ridge
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preference shares