Solid Power, Inc. current report, 14 October 2021

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8-K Summary

Registrant and period: The filing was submitted by Decarbonization Plus Acquisition Corporation III, not Solid Power, Inc., with an event date of October 14, 2021. The filing concerns a financing arrangement associated with the company’s planned initial business combination.

Material Financing Arrangement

  • On October 14, 2021, the company issued an unsecured, non-interest-bearing promissory note to Decarbonization Plus Acquisition Sponsor III LLC.
  • Principal amount: $1.5 million.
  • The note is payable in full upon completion of the company’s initial business combination.
  • If no business combination is completed, the note will not be repaid and all amounts owed will be forgiven.
  • Upon completion of a business combination, the sponsor may elect to convert all or part of the outstanding principal into warrants. The number of warrants equals the converted principal divided by $1.50.
  • The warrants would have terms identical to the warrants issued to the sponsor in the private placement completed in connection with the initial public offering.
  • Customary events of default may cause the outstanding principal and other amounts due to become immediately payable.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margin, debt, cash balance, or other operating financial metrics. It identifies the $1.5 million promissory note as a new financial obligation and does not disclose the company’s broader liquidity position.

Changes, Outlook, and Risks

  • The principal reported change is the creation of the sponsor note on October 14, 2021.
  • Repayment is contingent on completion of the initial business combination; failure to complete one results in forgiveness rather than repayment.
  • Potential conversion of the note into warrants could result in additional warrant issuance and dilution upon completion of the business combination.
  • The filing provides no operating guidance or management outlook.
  • The filing states that the note was issued under the Section 4(a)(2) exemption from Securities Act registration.

Investor Verification Points

  • Confirm whether this filing relates to the intended Solid Power transaction, because the registrant named in the filing is Decarbonization Plus Acquisition Corporation III.
  • Review the attached promissory note for the complete default, repayment, and conversion provisions.
  • Assess the potential dilution from any Working Capital Warrants issued upon conversion.
  • Verify whether the initial business combination was completed and whether the note was repaid, forgiven, or converted.