Business Context and Reporting Period
Solid Power, Inc. was not yet the registrant in this filing. The filing was submitted by Decarbonization Plus Acquisition Corporation III, a special purpose acquisition company, and reports events occurring primarily on March 23, 2021, with the initial public offering and private placement closing on March 26, 2021.
The SPAC’s purpose was to identify and complete an initial business combination. The filing does not report operating results for Solid Power or an acquired operating business.
Key Financial and Capitalization Metrics
- The company completed an IPO of 35,000,000 units at $10.00 per unit, implying gross IPO proceeds of $350,000,000.
- Each unit consisted of one Class A common share and one-third of a warrant. Each whole warrant is exercisable for one Class A share at $11.50 per share.
- The company privately sold 6,666,667 warrants at $1.50 per warrant, generating gross proceeds of $10,000,000.
- Of the net IPO and private-placement proceeds, $350,000,000, including $12,250,000 of deferred underwriting discounts and commissions, was deposited in a trust account.
- The filing provides no revenue, operating profit, net income, cash-flow, margin, or debt figures for an operating business.
- Trust-account funds generally remain restricted until completion of a business combination, specified charter amendments, or redemption of public shares if no business combination is completed within 24 months of the IPO closing.
Material Changes and Corporate Actions
- The registration statement became effective on March 23, 2021, and the IPO closed on March 26, 2021.
- An amended and restated certificate of incorporation was approved on March 23, 2021.
- Eight individuals were appointed to the board, and five were designated independent directors under Nasdaq and SEC standards.
- Several directors purchased Class B founder shares, while the sponsor forfeited 400,000 Class B shares.
- The company entered into warrant, trust, registration-rights, administrative-support, private-placement, letter, and indemnification agreements.
Outlook, Risks, Contingencies, and Unusual Items
- The company had not completed an initial business combination as of the filing. The filing does not identify a target, transaction valuation, or definitive agreement with Solid Power.
- If a business combination is not completed within 24 months after the IPO closing, public shares are generally subject to redemption, subject to applicable law.
- Public shareholders may have redemption rights in connection with a business combination or certain proposed amendments to the certificate of incorporation.
- Private-placement warrants are generally nonredeemable by the company and may be exercised on a cashless basis while held by the sponsor, directors, or permitted transferees. They are subject to transfer restrictions until 30 days after completion of the initial business combination.
- The principal unusual items are the restricted trust account, founder-share transactions, private warrant issuance, and deferred underwriting discounts.
Investor Verification Points
- Verify the subsequent transaction, if any, that combined the SPAC with Solid Power and the related closing date and terms.
- Confirm the amount ultimately held in the trust account, shareholder redemptions, and any use of trust funds.
- Review the warrant terms, potential dilution from public and private warrants, and exercise or redemption provisions.
- Verify the 24-month business-combination deadline and the treatment of public shares if the deadline was not met.
- Review the amended certificate of incorporation and the filed underwriting, trust, registration-rights, and indemnification agreements.