Twin Ridge Capital Acquisition Corp. (TRCA) Amends Carbon Revolution Deal

Twin Ridge Capital Acquisition Corp. (NYSE:TRCA) announced in an 8-K that it has amended the share exchange ratio in its combination with automotive wheel-maker Carbon Revolution (ASX:CBR) to a 1-for-10 basis for all merger parties by order of an Australian court.

Previously, Twin Ridge shareholders were to receive 0.10 company share for each Twin Ridge share exchanged, but Carbon Revolution shareholders would get a range of 0.0064 to 0.00643 shares in the combined entity depending on Twin Ridge’s final redemption rate.

All fractional shares resulting from the combination will be rounded down to the nearest whole number.

The court asserts that this will not affect the relative share ownership between the various shareholding parties – Twin Ridge, Carbon Revolution as well as Yorkville Advisors, which a $60 million standby purchase agreement and future beneficiaries of the company’s incentive plan.

But, both stocks have plunged on the judgment. Carbon Revolution closed at $0.16 on the ASX October 1, but has since dropped to $0.10 including a -23% fall in its last trading session.

Twin Ridge is meanwhile down -9.8% in the pre-market, but this could be more attributable to the transitional wash that many SPACs experience after close. Closing time has not yet hit, however, due to these final hiccups.

The SPAC also announced that it would once again adjourn October 10 its completion vote and reconvene it at 1 pm ET October 12, giving two more days for shareholders to make final redemption decisions.

The two sides initially announced their $270 million combination in November 2022. Geelong, Australia-based Carbon Revolution makes ultra-light carbon fiber wheels for the high-end automotive industry.

Last month, the parties added $110 million in financing for the deal intended to fund the company’s factory build-out and expenses associated with its near-term strategic expansion plan.