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    , 2023 at  a.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    , 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.

On November 29, 2022, 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 and Poppettell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo (“Merger Sub”), entered into a Business Combination Agreement (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), pursuant to which, among other things, Twin Ridge will be merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of MergeCo (the “Merger”), with shareholders of Twin Ridge receiving ordinary shares of MergeCo, par value $0.0001 (the “MergeCo Ordinary Shares”), in exchange for their existing Twin Ridge Ordinary Shares (as defined below) and existing Twin Ridge warrant holders having their warrants automatically exchanged by assumption by MergeCo of the obligations under such warrants, including to become exercisable in respect of MergeCo Ordinary Shares instead of Twin Ridge Ordinary Shares, subject to, among other things, the approval of Twin Ridge’s shareholders. On November 30, 2022, Twin Ridge, Carbon Revolution and MergeCo entered into a Scheme Implementation Deed (as it may be amended or supplemented from time to time, the “Scheme Implementation Deed”). Under the Scheme Implementation Deed, Carbon Revolution has agreed to propose a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”) and a capital reduction under Part 2J.1 of the Corporations Act 2001 (Cth) which, if implemented, will result in all shares of Carbon Revolution being cancelled in return for consideration, with Carbon Revolution issuing a share to MergeCo (resulting in Carbon Revolution becoming a wholly-owned subsidiary of MergeCo) and MergeCo issuing shares to the shareholders of Carbon Revolution, subject to approval from Carbon Revolution’s shareholders, approval of the Federal Court of Australia and the satisfaction of various other conditions (a full list of the conditions is set out in the Scheme Implementation Deed). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and the Scheme Implementation Deed is attached to this proxy statement/prospectus as Annex B. See the section entitled “Shareholder Proposal 1 – The Business Combination Proposal”.

At the General Meeting, Twin Ridge’s shareholders will be asked to consider and approve the Business Combination Agreement, the Scheme Implementation Deed and the consummation of the transactions contemplated thereby (the “Business Combination”), and approve the other proposals described in the accompanying proxy statement/prospectus.

Concurrently with the execution of the Business Combination Agreement and the Scheme Implementation Deed, Twin Ridge Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Alison Burns, Paul Henrys, Gary Pilnick, Dale Morrison, Sanjay K. Morey, William P. Russell, Jr., Twin Ridge Capital Sponsor Subsidiary Holdings, LLC, a Delaware limited liability company (“TRCA Subsidiary” and together with Alison Burns, Paul Henrys, Gary Pilnick, Dale Morrison, Sanjay K. Morey, William P. Russell, Jr. and the Sponsor, the “TRCA Parties”), Twin Ridge, Carbon Revolution and MergeCo entered into a Sponsor Side Letter (the “Sponsor Side Letter”), pursuant to which the TRCA Parties have agreed to take, or not take, certain actions during the period between the execution of the Sponsor Side Letter and the consummation of the Merger, including, (i) to vote any Twin Ridge Ordinary Shares owned by such TRCA Party (all such shares, the “Covered Shares”), in favor of the Merger and the Scheme and other related proposals at the shareholders meeting of Twin Ridge, and any other special meeting of Twin Ridge’s shareholders called for the purpose of soliciting shareholder approval in connection with the consummation of the Merger and the Scheme, (ii) to waive the anti-dilution rights or similar protections with respect to the Twin Ridge Class B ordinary shares, par value $0.0001 per share (the “Twin Ridge Class B Ordinary Shares”), owned by such party as set forth in Twin Ridge’s governing documents, or otherwise, and (iii) not to redeem any Covered Shares owned by such TRCA Party. On March 31, 2023, William Toler executed a joinder to the Sponsor Side Letter.

Pursuant to the Sponsor Side Letter, Sponsor has also agreed that, immediately prior to the consummation of the Merger, and conditioned upon the consummation of the Merger, 327,203 of the 5,267,203 Twin Ridge Class B Ordinary Shares beneficially owned by Sponsor shall be automatically forfeited and surrendered to Twin Ridge for no additional consideration. A copy of the Sponsor Side Letter is attached to this proxy statement/prospectus as Annex F.

Twin Ridge’s units, Class A ordinary shares, par value $0.0001 (the “Twin Ridge Class A Ordinary Shares”) and, together with the Twin Ridge Class B Ordinary Shares, the “Twin Ridge Ordinary Shares”), and warrants are currently listed on the New York Stock Exchange under the symbols “TRCA.U”, “TRCA” and “TRCA WS”, respectively. On July 11, 2023, the closing price of the Twin Ridge Class A Ordinary Shares was $10.70 and the closing price of the Twin Ridge warrants was $0.0411. On June 16, the closing price of the Twin Ridge units was $11.015. MergeCo intends to apply to list its ordinary shares and warrants on a U.S. stock exchange under the symbols “CREV” and “CREVW”, respectively, upon the closing of the Business Combination.

See “Risk Factors” beginning on page 47 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in MergeCo’s securities.

Information about the General Meeting, the Business Combination, the Merger and other related business to be considered by the Twin Ridge shareholders at the General Meeting is included in the accompanying proxy statement/prospectus.

Whether or not you plan to attend the General Meeting, all Twin Ridge shareholders are urged to carefully read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of Twin Ridge and Carbon Revolution carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 47 of the accompanying proxy statement/prospectus.

The board of directors of Twin Ridge (the “Twin Ridge Board”) has unanimously approved the Business Combination Agreement and unanimously recommends that the Twin Ridge shareholders vote “FOR” all of the proposals presented to the Twin Ridge shareholders at the General Meeting. When you consider the Twin Ridge Board’s recommendation of these proposals, you should keep in mind that certain directors and officers of Twin Ridge have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section titled “Shareholder Proposal 1 – The Business Combination Proposal—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus.

Each of the Business Combination Proposal and the Merger Proposal is interdependent upon the other and must be approved in order for Twin Ridge to complete the Business Combination as contemplated by the Business Combination Agreement. The Equity Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals. If the Business Combination Proposal and the Merger Proposal are not approved, the Equity Incentive Plan Proposal will not be presented to the Twin Ridge shareholders for a vote. The Business Combination Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding Twin Ridge Ordinary Shares, who, being present and entitled to vote at a meeting of Twin Ridge’s shareholders, vote at such meeting. The Merger Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the outstanding Twin Ridge Ordinary Shares, who, being present and entitled to vote at a meeting of Twin Ridge’s shareholders, vote at such meeting. If either of the Business Combination Proposal or the Merger Proposal fails to receive the required approval, neither will be approved and the Business Combination will not be completed. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum, but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the shareholder proposals.

Your vote is very important. Whether or not you plan to attend the General Meeting, please vote as soon as possible following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. The transactions contemplated by the Business Combination Agreement and the Scheme Implementation Deed will be consummated only if the Business Combination Proposal and the Merger Proposal are approved at the General Meeting. The Equity Incentive Plan Approval is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. If you are a shareholder of record and you attend the General Meeting and wish to vote in person, you may withdraw your proxy and vote in person (including by voting online if the meeting is conducted virtually).

TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST DEMAND IN WRITING THAT YOUR TWIN RIDGE CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TWIN RIDGE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT.

On behalf of the Twin Ridge Board, I would like to thank you for your support of Twin Ridge and look forward to the successful completion of the Business Combination.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated    , 2023, and is expected to be first mailed or otherwise delivered to Twin Ridge shareholders on or about    , 2023.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Twin Ridge, MergeCo or Carbon Revolution. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Twin Ridge or Carbon Revolution since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

This proxy statement/prospectus incorporates important business and financial information about Twin Ridge from other documents that are not included in or delivered with this proxy statement/prospectus. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting it in writing or by telephone from the appropriate company at the following address and telephone number:

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the General Meeting or by     , 2023.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

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    , 2023 at    a.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    , or at such other time, on such other date and at such other place to which the meeting may be adjourned.

You are cordially invited to attend the General Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

Each of the Business Combination Proposal and the Merger Proposal is interdependent upon the other and must be approved in order for Twin Ridge to complete the Business Combination as contemplated by the Business Combination Agreement. The Equity Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals. These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully in its entirety before voting.

Only holders of record of the Twin Ridge Class A Ordinary Shares and the Twin Ridge Class B ordinary shares, par value $0.0001 per share (the “Twin Ridge Class B Ordinary Shares” and together with the Twin Ridge Class A Ordinary Shares, the “Twin Ridge Ordinary Shares”) at the close of business on    , 2023 are entitled to notice of the General Meeting and to vote and have their votes counted at the General Meeting and any adjournments or postponements of the General Meeting. This proxy statement/prospectus and accompanying proxy card is being provided to Twin Ridge’s shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournment of the General Meeting. Whether or not you plan to attend the General Meeting, all of Twin Ridge’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 47.

The board of directors of Twin Ridge (the “Twin Ridge Board”) has unanimously approved the Business Combination Agreement and unanimously recommends that the Twin Ridge shareholders vote “FOR” all of the proposals presented to the Twin Ridge shareholders at the General Meeting. When you consider the Twin Ridge Board recommendation of these proposals, you should keep in mind that directors and officers of Twin Ridge have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Shareholder Proposal 1 – The Business Combination Proposal—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to the Twin Ridge Amended and Restated Memorandum and Articles of Association, a holder of Public Shares (the “Public Shareholder”) may request that Twin Ridge redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

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    , 2023 (the “Record Date”) or acquired them after the Record Date. Any Public Shareholder who holds Twin Ridge Ordinary Shares on or before    , 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 $66,038,704 on July 11, 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 $10.53. 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    , 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 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.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of Twin Ridge’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Twin Ridge.

Pursuant to the Sponsor Side Letter, the Sponsor, officers and directors of Twin Ridge have waived all of their redemption rights and will not have redemption rights with respect to any Twin Ridge Ordinary Shares owned by them, directly or indirectly. Holders of the warrants will not have redemption rights with respect to the warrants.

To ensure your representation at the General Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the General Meeting and vote electronically, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the General Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

IF YOU SIGN, DATE AND RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL PUBLIC SHAREHOLDERS HAVE THE RIGHT TO HAVE THEIR SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING TWIN RIDGE ORDINARY SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, TWIN RIDGE’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES EITHER BY DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DTC’S DWAC SYSTEM. IF THE

BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “GENERAL MEETING OF TWIN RIDGE’S SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This document, which forms part of a registration statement on Form F-4 filed with the SEC by MergeCo, constitutes a prospectus of MergeCo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the MergeCo Ordinary Shares to be issued under the Business Combination Agreement to Twin Ridge shareholders and Carbon Revolution shareholders. This document also constitutes a proxy statement of Twin Ridge under Section 14(a) of the Exchange Act with respect to the General Meeting at which Twin Ridge shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and the Scheme Implementation Deed, and approve the Business Combination by the approval and adoption of the Business Combination Proposal, among other matters.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Twin Ridge shareholders nor the issuance by MergeCo of its MergeCo Ordinary Shares in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Twin Ridge has been provided by Twin Ridge and information contained in this proxy statement/prospectus regarding Carbon Revolution has been provided by Carbon Revolution.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

In this proxy statement/prospectus:

“2023 Equity Incentive Plan” means the Carbon Revolution Public Limited Company 2023 Equity Incentive Plan, a form of which is attached to this proxy statement/prospectus as Annex G.

“Action” means litigation, suit, claim, charge, grievance, action, proceeding, audit, order, writ, judgment, injunction or investigation by or before any Governmental Authority.

“Administrative Services Agreement” means the Administrative Services Agreement, dated March 3, 2021, by and between the Sponsor and Twin Ridge.

“Advisor” means DDGN Advisors, LLC.

“Affiliate” means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“ASIC” means the Australian Securities and Investments Commission.

“Business Combination” means the transactions contemplated by the Business Combination Agreement and the Scheme Implementation Deed.

“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.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in any of the city of New York in the United States of America, Victoria, Australia, Dublin, Ireland or the Cayman Islands.

“Capital Reduction” means the capital reduction under Part 2J.1 of the Corporations Act.

“cashless” or such similar term insofar as it relates to the exercise of warrants or options to subscribe for or purchase MergeCo Ordinary Shares, shall be subject to the nominal value of $0.0001 being paid up on each MergeCo Ordinary Share.

“Cayman Islands Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands.

“Carbon Revolution” means Carbon Revolution Limited, an Australian public company with Australian Company Number 128 274 653 listed on the Australian Securities Exchange.

“Carbon Revolution Board” means the board of directors of Carbon Revolution.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Committed Equity Financing” means the purchase by Yorkville Advisors of MergeCo Ordinary Shares for an aggregate gross purchase price up to $60,000,000, subject to the terms and conditions of the Equity Purchase Agreement.

“Corporations Act” means the Australian Corporations Act 2011 (Cth).

“Court” the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act agreed to in writing by Twin Ridge and Carbon Revolution.

“Effective” means the coming into effect, under subsection 411(10) of the Corporations Act, of the order of the Court made under paragraph 411(4)(b) of the Corporations Act in relation to the Scheme.

“Effective Date” means the date on which the Scheme becomes Effective.

“End Date” means October 31, 2023 or such other date as agreed in writing by Carbon Revolution, Twin Ridge and MergeCo.

“Equity Purchase Agreement” means the Standby Equity Purchase Agreement, attached to this proxy statement/prospectus as Annex I, by and between Yorkville Advisors and Twin Ridge, pursuant to which Yorkville Advisors subscribed for the Committed Equity Financing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of Twin Ridge, dated March 3, 2021.

“Existing Registration and Shareholder Rights Agreement” means the Registration and Shareholder Rights Agreement, dated as of March 3, 2021, by and among Twin Ridge, the Sponsor, and the officers and directors of Twin Ridge.

“Existing Warrant Agreement” means the Warrant Agreement, dated as of March 3, 2021, by and between Twin Ridge and the Transfer Agent.

“Extension Articles Amendment” means the amendment to the Existing Organizational Documents as proposed in the Extension Amendment Proposal approved as a special resolution passed at the Extension Meeting.

“Extension Amendment Proposal” means the proposal presented at the Extension Meeting to amend the Existing Organizational Documents to extend the date by which Twin Ridge must complete its initial business combination from March 8, 2023 to June 8, 2023 (or, up to March 8, 2024, if up to nine additional monthly extensions thereafter are approved by the Twin Ridge Board).

“Extension Meeting” means the extraordinary meeting of Twin Ridge shareholders held on March 6, 2023 to consider the Extension Amendment Proposal.

“First Court Date” means the first day on which an application made to the Court for an order under subsection 411(1) of the Corporations Act convening the Scheme Meeting is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard.

“Founder Holders” means the Sponsor Parties, Alison Burns, Paul Henrys and Gary Pilnick.

“Founder Shares” means the 5,327,203 Twin Ridge Class B Ordinary Shares issued and outstanding.

“GAAP” means the generally accepted accounting principles as in effect in the United States from time to time.

“General Meeting” means the extraordinary general meeting of Twin Ridge’s shareholders, to be held on    , 2023 at     a.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.

“Governmental Authority” means any legislature, agency, bureau, branch, department, division, commission, court, tribunal, magistrate, justice, multinational organization, quasigovernmental body, or other similar recognized organization or body of any federal, state, tribal, county, municipal, local, or foreign government, or other similar regulatory agency or recognized organization or body exercising similar powers or authority.

“ICA” means the Irish Companies Act 2014.

“IFRS” means international financial reporting standards, as adopted by the International Accounting Standards Board.

“Implementation Date” means the fifth Business Day after the Scheme Record Date, or such other date after the Scheme Record Date as the parties agree in writing.

“Independent Expert” means the independent expert in respect of the Scheme and the Capital Reduction appointed by Carbon Revolution.

“Industry Advisors” refers to Tom Bené, John Bryant, Mike Duffy, Steve Louden, Christopher O’Leary, Mike Polk and Bill Toler.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Twin Ridge’s initial public offering of Twin Ridge Units, Public Shares and Public Warrants pursuant to the IPO registration statement and completed on March 8, 2021.

“IPO Private Placement” means the 4,933,333 Private Placement Warrants sold to the Sponsor in a private placement concurrently with the closing of the IPO.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lock-up Shares” means MergeCo Ordinary Shares and any other equity securities convertible into or exercisable or exchangeable for MergeCo Ordinary Shares (including any Private Placement Warrants) held by certain members of management and all of the directors of Carbon Revolution, the Sponsor Parties, Ms. Burns, Mr. Henrys and Mr. Pilnick immediately following the Closing (other than MergeCo Ordinary Shares and any other equity securities convertible into or exercisable or exchangeable for MergeCo Ordinary Shares acquired pursuant to open market purchases subsequent to the Closing).

“MergeCo” means Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with a registered number 607450.

“MergeCo Amended and Restated Memorandum and Articles of Association” means the Amended and Restated Memorandum and Articles of Association of MergeCo, in the form attached to this proxy statement/prospectus as Annex C.

“MergeCo Board” means the board of directors of MergeCo.

“MergeCo Founder Warrants” means one warrant to acquire one MergeCo Ordinary Share at an exercise price of $11.50 per share, subject to substantially the same terms and conditions as the Private Placement Warrants prior to Closing.

“MergeCo Net Tangible Assets” means that 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).

“MergeCo Ordinary Shares” means the ordinary shares of MergeCo, par value $0.0001.

“MergeCo Public Warrants” means one warrant to acquire one MergeCo Ordinary Share at an exercise price of $11.50 per share, subject to substantially the same terms and conditions as the Public Warrants prior to Closing.

“MergeCo Warrants” means, collectively, the MergeCo Public Warrants and MergeCo Founder Warrants.

“Merger” means the merger pursuant to which Twin Ridge will merge with and into Merger Sub, with Merger Sub surviving the Merger as a wholly-owned subsidiary of MergeCo; upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the ICA and the Corporations Act.

“Merger Sub” means Poppettell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo.

“New Debt Program” means the 4 year financing arrangement for USD $60 million entered into by Carbon Revolution in May 2023.

“PCAOB” means the Public Company Accounting Oversight Board.

“PIUS” means PIUS Limited LLC and its affiliates.

“Post-Combination Company” means MergeCo following the consummation of the Business Combination.

“Private Placement Warrants” means the warrants exercisable for one Twin Ridge Class A Ordinary Share at a price of $11.50 per share issued to the Sponsor simultaneously with the closing of the IPO and concurrently with the partial exercise of the underwriters’ over-allotment after the IPO in separate private placements at a price of $1.50 per warrant.

“Public Shareholders” means holders of Public Shares.

“Public Shares” means Twin Ridge Class A Ordinary Shares included in the Twin Ridge Units issued in the IPO.

“Public Warrants” means the warrants included in the units issued in the IPO, each whole warrant being exercisable for one Twin Ridge Class A Ordinary Share at an exercise price of $11.50 per share.

“Record Date” means   , 2023.

“Redemption Right” means the right of each Public Shareholder (as determined in accordance with the Existing Organizational Documents and the Trust Agreement) to redeem all or a portion of such holder’s Twin Ridge Class A Ordinary Shares at the redemption price in connection with the General Meeting.

“Registration Rights Agreement” means the agreement to be entered into upon the consummation of the Business Combination, by and among MergeCo and the individuals set forth in Schedule 1 to the Business Combination Agreement (collectively, the “Holders”), pursuant to which the Holders will be entitled to certain piggyback registration rights and customary demand registration rights.

“Required Twin Ridge Shareholder Proposals” means the Business Combination Proposal and the Merger Proposal.

“Scheme” means the scheme of arrangement under Part 5.1 of the Corporations Act subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by Carbon Revolution, Twin Ridge and MergeCo.

“Scheme Acquisition” means MergeCo’s acquisition of Carbon Revolution by means of implementation of a scheme of arrangement under Part 5.1 of the Corporations Act upon the terms and conditions of the Scheme Implementation Deed.

“Scheme Booklet” means the explanatory statement (including the independent expert's report, notices of meetings and proxy forms) to be prepared in accordance with the Corporations Act in relation to the Scheme, the dispatch of which is to be approved by the Court on the First Court Date and which is to be sent to Carbon Revolution shareholders in advance of the Scheme Meeting.

“Scheme Implementation Deed” means the Scheme Implementation Deed, attached to this proxy statement/prospectus as Annex B, entered into on November 30, 2022, by and among Carbon Revolution, Twin Ridge and MergeCo.

“Scheme Meeting” means the meeting of Carbon Revolution shareholders ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on the Scheme and includes any meeting convened following any adjournment or postponement of that meeting.

“Scheme Record Date” means 7:00 p.m. Melbourne Time on the third Business Day after the Effective Date or such other time and date as Carbon Revolution, Twin Ridge and MergeCo agree in writing.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Court Date” means the first day on which an application made to the Court for an order under paragraph 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application or appeal is heard.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Sponsor” means Twin Ridge Capital Sponsor LLC, a Delaware limited liability company.

“Sponsor Parties” means the Sponsor and the TRCA Subsidiary.

“Sponsor Side Letter” means the Sponsor Side Letter, attached to this proxy statement/prospectus as Annex F, entered into as of November 29, 2022, by and among the Sponsor, TRCA Subsidiary, Twin Ridge, MergeCo, Carbon Revolution and the directors of Twin Ridge, and joined on March 31, 2023 by William Toler.

“Transactions” means the Merger, the Scheme Acquisition and the other transactions contemplated by the Business Combination Agreement, the Scheme Implementation Deed and other ancillary agreements.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“TRCA” means Twin Ridge Capital Management, LLC.

“TRCA Subsidiary” means Twin Ridge Capital Sponsor Subsidiary Holdings LLC, a Delaware limited liability company.

“Trust Account” means the trust account of Twin Ridge, which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of March 8, 2021, by and between Twin Ridge and the Transfer Agent, as trustee.

“Twin Ridge” means Twin Ridge Capital Acquisition Corp, a Cayman Islands exempted company.

“Twin Ridge Board” means the board of directors of Twin Ridge.

“Twin Ridge Class A Ordinary Shares” means the Class A ordinary shares of Twin Ridge, par value $0.0001.

“Twin Ridge Class B Ordinary Shares” means the Class B ordinary shares of Twin Ridge, par value $0.0001.

“Twin Ridge Merger Effective Time” has the meaning given to the term “SPAC Merger Effective Time” in the Business Combination Agreement.

“Twin Ridge Ordinary Shares” means, collectively, the Twin Ridge Class A Ordinary Shares and the Twin Ridge Class B Ordinary Shares.

“Twin Ridge Shareholder Proposals” means, collectively, the Business Combination Proposal, the Merger Proposal, and the Adjournment Proposal.

“Twin Ridge Units” means the units issued at the time of the IPO and upon the partial exercise of the underwriters’ over-allotment, each unit consisting of one Twin Ridge Class A Ordinary Share and one-third of one Public Warrant, at an offering price of $10.00 per unit.

“Warrants” means the Public Warrants and Private Placement Warrants.

“Warrant Assumption Agreement” means the Warrant Assignment, Assumption and Amendment Documentation, to be entered into immediately upon the completion of the Merger and conditioned on the occurrence of the Closing, by and among Twin Ridge, MergeCo and the Transfer Agent.

“Working Capital Loans” means certain loans that may be made by the Sponsor or an Affiliate of the Sponsor, or certain of Twin Ridge’s officers and directors in connection with the financing of a business combination.

“Yorkville Advisors” means YA II PN, Ltd, a Cayman Islands exempt limited partnership.

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations. The exchange rate used for conversion between U.S. dollars and AUD is noted, where applicable.

Information contained in this proxy statement/prospectus concerning the market and the industry in which Carbon Revolution competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, including independent industry publications, reports by market research firms or other published independent sources, assumptions made by Carbon Revolution based on such sources and Carbon Revolution’s knowledge of the automotive market. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. Certain market, ranking and industry data included in this proxy statement/prospectus, including the size of certain markets and Carbon Revolution’s size or position and the positions of its competitors within these markets, including its services relative to competitors, are based on estimates of Carbon Revolution’s management. These estimates have been derived from management’s considerable knowledge and experience in the markets in which Carbon Revolution operates, as well as information obtained from surveys, reports by market research firms, Carbon Revolution customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which Carbon Revolution operates. This information may prove to be inaccurate because of the method by which Carbon Revolution obtained some of the data for estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. Although Carbon Revolution is responsible for all of the disclosure in this proxy statement/prospectus and believes the third-party sources of the information contained in this proxy statement/prospectus to be reliable, Carbon Revolution has not independently verified any third-party information. In addition, the industry in which Carbon Revolution operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factors—Risks Related to Carbon Revolution” and elsewhere in this proxy statement/prospectus. Except as otherwise required by law, neither Twin Ridge, MergeCo nor Carbon Revolution intends, and none of the foregoing assumes any obligation, to update industry or market data set forth in this proxy statement/prospectus.

Certain monetary amounts, percentages, statistics and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

The Carbon Revolution logos, and other trademarks or service marks of Carbon Revolution appearing in this proxy statement/prospectus are the property of Carbon Revolution. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of other entities. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

This proxy statement/prospectus contains:

The historical results presented in this proxy statement/prospectus are not necessarily indicative of the results to be expected for any future period. You should carefully read the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Carbon Revolution”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Twin Ridge” and “Risk Factors”.

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide the respective current expectations or forecasts of future events of MergeCo, Carbon Revolution and Twin Ridge. Forward-looking statements include statements about MergeCo’s, Carbon Revolution’s and Twin Ridge’s respective expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Although MergeCo, Carbon Revolution and Twin Ridge respectively believe the expectations reflected in the forward-looking statements were reasonable at the time made, they cannot guarantee future results, level of activity, volume of sales, performance or achievements. Moreover, neither MergeCo, Carbon Revolution, Twin Ridge nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in connection with the forward looking statements contained in this proxy statement/prospectus and any subsequent written or oral forward-looking statements that may be issued by MergeCo, Carbon Revolution, Twin Ridge or persons acting on their behalf.

You should not place undue reliance on these forward-looking statements in deciding whether to redeem your shares, how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include:

Twin Ridge Units, Twin Ridge Class A Ordinary Shares, and Public Warrants are currently listed on the NYSE under the symbols “TRCA.U”, “TRCA” and “TRCA WS”, respectively. The Twin Ridge Units will automatically separate into their component securities following the Merger and, as a result, will no longer trade as an independent security. Upon the Closing, MergeCo intends to apply to have its securities listed on a U.S. stock exchange.

The closing price of the Twin Ridge Units on November 18, 2022, Twin Ridge Class A Ordinary Shares on November 28, 2022, and Public Warrants on November 28, 2022, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.01, $10.015 and $0.258, respectively.

Holders of the Twin Ridge Units, Twin Ridge Class A Ordinary Shares and Public Warrants should obtain current market quotations for their securities. The market price of Twin Ridge securities could vary at any time before the Business Combination.

As of May 15, 2023, there was 1 holder of record of Twin Ridge Units, 1 holder of record of Twin Ridge Class A Ordinary Shares, 5 holders of record of the Twin Ridge Class B Ordinary Shares, 1 holder of record of the Public Warrants and 1 holder of record of the Private Placement Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Twin Ridge Units, Twin Ridge Class A Ordinary Shares and Public Warrants are held of record by banks, brokers and other financial institutions.

Twin Ridge has not paid any cash dividends on the Twin Ridge Units to date and does not intend to pay cash dividends prior to the completion of the Business Combination. Assuming the Business Combination is consummated, the payment of any dividends in the future will be dependent, among other things, upon Carbon Revolution’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination as well as compliance with the MergeCo Amended and Restated Memorandum and Articles of Association. See also “Description of MergeCo’s Securities—Ordinary Shares—Dividend Rights”. The ability of MergeCo to declare dividends may also be limited by the terms of financing or other agreements entered into by MergeCo from time to time.

Historical market price information for MergeCo Ordinary Shares is not provided because there is no public market for MergeCo Ordinary Shares.

Carbon Revolution shares are currently listed on the Australian Securities Exchange. The closing price of the shares of Carbon Revolution was A$0.38 on October 31, 2022, the last day before trading on ASX was temporarily suspended and the most recent trading day preceding the announcement of the Business Combination Agreement. ASX temporarily suspended Carbon Revolution’s shares from trading because, while Carbon Revolution disclosed details of the Business Combination to give the market a complete picture of its funding position and actions being taken, Carbon Revolution did not name Twin Ridge at the time. Carbon Revolution did not consider these details to be material, and Carbon Revolution was subject to confidentiality obligations owed to Twin Ridge. Carbon Revolution had requested Twin Ridge to provide its approval to be named in the context of its correspondence with ASX and was unable to obtain Twin Ridge’s consent. The closing price of the shares of Carbon Revolution was A$0.14 on July 11, 2023 as reported on ASX.

Carbon Revolution will apply to list the ordinary shares and warrants of MergeCo under the new ticker symbols “CREV” and “CREVW”, on Nasdaq with effect from closing of the Business Combination. It is anticipated Carbon Revolution will be removed from the official list of the Australian Securities Exchange after closing.

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 10:00 a.m., Eastern Time, on    , 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.

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the General Meeting. The following discussion includes risk factors that apply to the business and operations of Carbon Revolution and its consolidated subsidiaries and will also apply to the business and operations of MergeCo following the Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of MergeCo following the Closing. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements”. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Unless the context requires otherwise, references to “Carbon Revolution”, “we”, “our” and “us” in this section are to the business and operations of Carbon Revolution.

In November 2022, Carbon Revolution estimated that it would require up to A$30 million of bridge financing to meet cash flow requirements until at least the date that the Business Combination closes. This was based on targeted completion of the Business Combination by June 30, 2023.

Since November 2022, Carbon Revolution has implemented a number of bridge funding initiatives including completing a US$60 million debt program arranged by PIUS Limited LLC and its affiliates on May 23, 2023, in an amount (before fees and expenses) of US$60 million. Of this:

This resulted in net new funding of US$37.0 million on May 23, 2023 for general corporate and other working capital purposes. Of this:

The Business Combination is currently estimated to be completed in October 2023. According to the Carbon Revolution Limited and its subsidiaries’ (“Group”) 12 Month Cash Flow Projections, the Group will be funded to closing of the Business Combination and comply with the liquidity covenant under the New Debt Program, assuming the ongoing support from one customer in the form of prepayment for shipped wheels and careful management of capital expenditures. There is a risk that there is a material delay in the timing of the Business Combination closure beyond October 2023, and/or that the Group may not receive the customer support it may require, or management of capital expenditure may not be possible without impacting supply obligations to customers and/or its ability to meet the financial targets. In these scenarios, and if Carbon Revolution Limited is unable to implement other liquidity initiatives or raise additional funds, the Group may have insufficient funds to pay its expenses, which would have adverse implications for the Group and its shareholders.

The Group is not yet profitable and does not yet derive positive cash flows (and does not expect to through the 12 month forecast period of the 12 Month Cash Flow Projection). In order to remain viable or to be considered viable in connection with the closing of the Business Combination, along with expected cash on hand at closing of the Business Combination, and assuming there is US$10 million remaining in the Trust Account following redemptions,¹ the Group will need to raise US$60 million of additional capital in order to remain a going concern through the 12 month forecast period, with US$45 million required to be raised through the period from closing of the Business Combination to December 31, 2023 to maintain sufficient cash on hand to comply with the liquidity covenants under the New Debt Program, and to enable to the Group to pay its expenses (including costs associated with the Business Combination) and to allow the Group to continue as a going concern. If the Group is unable to raise sufficient funds within the timeframes required, the Group will need to successfully implement other funding or liquidity options, including other financing, working capital financing, delaying or reducing operating and capital expenditure, securing customer pre-payments, and securing deferred supplier payments (including deferrals from advisors in connection with the Business Combination).

Additional equity capital raised by the Group will be dilutive to existing shareholders. Further, if a structured equity facility is entered into, such facility may include the issuance of a substantial number of warrants or other derivative securities that are convertible or exercisable for MergeCo Ordinary Shares on terms that are dilutive to shareholders.

There are risks associated with the cash flow projection including but not limited to:

In the event that US$10 million is not remaining in the Trust Account following redemptions, and the required funding is not available within the timeframe and in the amounts needed, the Group may need to enter voluntary administration. For further information see Carbon Revolution Cash Flow Projections.

Further, with respect to the New Debt Program, if the business combination is materially delayed (i) and if the Group does not raise additional funds through other sources, the Group may be in default of the liquidity covenant and therefore reliant on Newlight Capital LLC, an affiliate of PIUS and the servicer and collateral agent under the

various loan documents (“Servicer”) waiving such default in order to avoid the consequences of a default under the New Debt Program documents; and (ii) the Group would be in breach of the covenant to complete the Business Combination by August 31, 2023, and would have 60 days to cure such breach in order to avoid the consequences of a default under the New Debt Program documents.

Carbon Revolution is not yet profitable and currently does not generate enough funds from its operations to fund those operations. Carbon Revolution has a limited operating history and has not yet become profitable, which means that its operating history does not provide a meaningful basis for investors to evaluate the business or its financial performance and future prospects. Accordingly, investors should consider Carbon Revolution's business and prospects in light of the risks, uncertainties, expenses and challenges that may face an early stage business.

While we currently anticipate that Carbon Revolution will become profitable (on an earnings before interest, tax and amortization (“EBITDA”) basis) if it sells approximately 45,000 wheels per year and if other key business objectives are achieved, including a reduction in labor hours per wheel and a reduction in material cost per wheel, we may not become profitable at that volume, for various reasons, including if raw material and labor costs exceed our expectations. Further, it may take longer than expected for Carbon Revolution to reach sales of 45,000 wheels per year. In addition, our financial projections may prove to be inaccurate and assume, among other things, the production schedules, pricing, cost of labor and materials, overhead and foreign exchange rate assumptions on which they were based are accurate and there are no unexpected delays or other changes.

Carbon Revolution must obtain other sources of cash, including from additional financings, to meet its operational requirements, until it generates positive cash flow from operations.

Due to various factors including the time lag between recognition of revenue from sale of wheels to customers, to receipt of payment for such sales, Carbon Revolution will not become cash flow positive from operating activities until a period after becoming profitable at an EBITDA level. If and when Carbon Revolution does derive positive cash flows from operating activities, it is expected that cash flow from investing activities in the ordinary course will be negative (due to ongoing capital investment in capacity expansion) and cash flow from financing activities in the ordinary course will be negative (due to the cost of servicing debt, including the New Debt Program, discussed below).

On May 23, 2023, Carbon Revolution entered into the New Debt Program. The US$60 million financing established by the New Debt Program matures on May 1, 2027, bearing interest at a rate of 8.5% for the entire term of the financing, with payments due during the first 18 months consisting of interest only. On December 1, 2024 principal repayments will be required to commence, in an amount of US$2.0 million per month. These installments may place significant pressure on the group's cash flows during this period, in particular if the Carbon Revolution Business is not operating cash flow positive by this point. These payments will divert available cash from use for other purposes, for example research and development or capital expenditure, and may ultimately impact the ability of the Carbon Revolution Business to meet its operational goals.

Further, the terms of the New Debt Program restrict Carbon Revolution's ability to raise further new debt, other than certain indebtedness permitted thereunder.

Under the New Debt Program, if Carbon Revolution does not complete a US$60 million Qualified Capital Raise (as defined in the program documentation), including the issuance of equity or subordinated debt that does not require certain payments until at least 180 days after the repayment of the debt program, by December 31, 2023, then an additional 5% of the debt amount (US$3 million) would be required to be repaid between January 1, 2024 and the maturity of the debt. If Carbon Revolution or MergeCo does not complete a US$45 million Qualified Capital Raise, an additional 5% (being 10% in total and inclusive of the requirement in the preceding sentence) of the debt amount (being US$6 million in total, inclusive of the requirement in the preceding sentence) is to be repaid over the life of the debt program. Drawdowns under the Committed Equity Financing do not qualify as a Qualified Capital Raise.

The Company also has a supplier finance arrangement in place with a logistics provider for payables and order / invoice management service for the purchase and logistics management for certain raw materials. The outstanding balance of this arrangement will also vary according to the materials financed through this facility at any time (A$9.1 million as of June 30, 2023).

Carbon Revolution’s ability to raise additional funds to meet its operational requirements and to meet its repayment obligations to noteholders under the New Debt Program, and its supplier finance provider, through debt (if permitted under the New Debt Facility or otherwise approved) or the issuance of other securities will be subject to factors beyond the control of Carbon Revolution, including factors affecting the economy and capital markets (including the impact of the COVID-19 pandemic and other global health conditions). There is no guarantee that such funding, whether debt (if permitted under the New Debt Facility or otherwise approved), equity or otherwise, will be obtained or available on favorable terms, or at all. Any additional funding may include the issuance of a substantial number of warrants or other derivative securities that are convertible or exercisable for MergeCo Ordinary Shares on terms that are dilutive to shareholders. Carbon Revolution may also experience difficulties extending or replacing its existing lending facilities. Any inability to raise funds when required may adversely impact Carbon Revolution’s financial performance and prospects.

If additional funds are raised through the issuance of equity, this could dilute the interests of shareholders; debt financing, if available, may involve restrictions on financing and operating activities, and higher than expected interest and financing costs.

Twin Ridge has entered into the Equity Purchase Agreement with Yorkville Advisors with respect to the future issuance of up to USD$60 million in MergeCo Ordinary Shares, from time to time as MergeCo may direct. Under this Committed Equity Facility Financing, for a period of three years from Closing, subject to certain conditions, MergeCo has the right to require Yorkville Advisors to purchase new MergeCo Ordinary Shares in a series of advances, with each advance being in an amount up to the greater of (i) USD$10 million or (ii) the aggregate trading volume of MergeCo Ordinary Shares for the five trading days immediately preceding MergeCo requesting an advance. Such advances will result in a dilution of MergeCo shareholders. Further, there is a risk that Carbon Revolution will not be able to fully draw down on the full USD$60 million of the Committed Equity Facility, or draw down on sufficient amounts as needed in accordance with Carbon Revolution's operational needs, if the MergeCo share price is lower than expected and/or if the trading volume of MergeCo shares is lower than expected because Yorkville Advisors is not required to purchase additional shares under the committed equity facility beyond the CEF Ownership Restriction, or US$10 million (A$15.0 million) per Advance Notice (as defined in the Equity Purchase Agreement), whichever is lower.

On May 23, 2023 (US ET time) Carbon Revolution entered into the New Debt Program. The US$60 million debt program established by the New Debt Program matures on May 1, 2027, bearing interest at a rate of 8.5% for the entire term of the debt program, with payments due during the first 18 months consisting of interest only. On December 1, 2024 principal repayments will be required to commence, in an amount of US$2.0 million per month. UMB Bank, National Association, a trust company (the “Trustee”) acts as trustee and as disbursing agent under the proceeds disbursing and security agreement on behalf of the noteholders and the Servicer.

The proceeds disbursing and security agreement contains four financial covenants, which Carbon Revolution is required to meet:

Subject to the cure right available for the revenue and Adjusted EBITDA covenants described below, a breach of a financial covenant that has not been cured, entitles the Servicer to accelerate payment of the principal and interest owed under the notes, and enables enforcement of the security provided in connection with the New Debt Program. The New Debt Program is secured by all of the present and after-acquired property of the Carbon Revolution Group, including certain excluded property and certain excluded intellectual property.

The revenue and Adjusted EBITDA covenants are subject to cure provisions. In the event of revenue or Adjusted EBITDA performance falling below the covenanted threshold amount, Carbon Revolution is permitted to make a payment equal to or greater than the shortfall, which will also reduce the principal balance owed on the debt program. The amount of the payment would be added as a permanent adjustment to the revenue for the relevant 6 month testing period. This cure right can be used up to five times over the course of the debt program but a maximum of twice in any four-month period.

If Carbon Revolution is not able to meet its financial covenants (including through exercise of any cure rights available to cure such breach), the Servicer may exercise their rights under the program documents, including accelerating payment of the principal and interest owing, enforcing upon the security, taking legal action, and commencing liquidation proceedings, any or all of which would have a material adverse effect on Carbon Revolution, its business, financial condition and its creditors, as well as the value of its shares.

In addition to the financial covenants described above, the New Debt Program contains a number of other positive and negative covenants and obligations binding on the Carbon Revolution Group.

If Carbon Revolution or MergeCo does not complete a US$60 million Qualified Capital Raise (as defined in the New Debt Program documentation), including the issuance of equity or subordinated debt that does not require certain payments until at least 180 days after the repayment of the New Debt Program, by December 31, 2023, then an additional 5% of the debt amount (US$3 million) would be required to be repaid between January 1, 2024 and the maturity of the New Debt Program. If Carbon Revolution or MergeCo does not complete a US$45 million Qualified Capital Raise, an additional 5% (being 10% in total and inclusive of the requirement in the preceding sentence) of the debt amount (being US$6 million in total, inclusive of the requirement in the preceding sentence) is to be repaid over the life of the New Debt Program. Drawdowns under the Committed Equity Financing do not qualify as a Qualified Capital Raise. In addition, under the terms of the grant from the Australian Federal Government for MMI, Carbon Revolution is prohibited from granting a security interest and we are required to seek their consent to be able to grant a security interest within 90 days of the New Debt Program. If we fail to obtain consent, we would be in breach of the terms of the New Debt Program.

The New Debt Program documents also provide that the failure to complete the Business Combination by August 31, 2023 would be a breach of the relevant covenant, giving rise to an event of default, subject to a 60-day cure period ending on October 30, 2023 and contains other customary events of default, including (amongst other things):

An Event of Default entitles the Servicer to exercise their rights under the New Debt Program documents, including accelerating payment of the principal and interest owing, enforcing upon the security, taking legal action, and commencing liquidation proceedings, any or all of which would have a material adverse effect on Carbon Revolution, its business, financial condition and its creditors, as well as the value of its shares.

Carbon Revolution’s growth is predicated on various assumptions relating to demand for its wheels. Demand for Carbon Revolution’s wheels may be lower than anticipated because Carbon Revolution’s current OEM supply contracts, which are typical of the industry, are not take-or-pay contracts, therefore customers are not committed to purchase a minimum number of wheels, and therefore, there is no guarantee that Carbon Revolution will secure the

sales volume it anticipates from its existing customer contracts. There is also no guarantee that Carbon Revolution’s projected revenue from awarded programs (referred to as “backlog”) will eventuate at the levels expected.

Orders made by OEM customers under those agreements may be lower than forecast by Carbon Revolution for reasons outside Carbon Revolution’s control, including if demand for the OEM’s vehicle on which Carbon Revolution’s wheels are included is lower than expected or, where Carbon Revolution’s wheels are an option on the relevant vehicle, customers elect to purchase the option less frequently than anticipated (thus the “take rate” being lower than anticipated).

Lower than anticipated revenue from customer programs may also impact Carbon Revolution’s ability to secure anticipated margin improvements through labor and materials cost reductions that are anticipated to be derived from scale.

A lower volume of orders for wheels than expected may impact Carbon Revolution’s ability to generate revenue and may therefore impact Carbon Revolution’s financial performance and prospects.

Even if, over the life of a program, a customer does order as many wheels as projected by Carbon Revolution for the life of the program, the customer’s ordering patterns may fluctuate and the orders for a particular period during the program life may be lower than expected. Such fluctuations resulting in lower than expected orders have occurred in the past.

Carbon Revolution is in discussions with a range of OEMs about new wheel programs and has entered into detailed design and engineering agreements with some of them. However, OEMs may not continue discussions, the design and engineering agreements may not result in a formal program award, formal programs may be awarded later than expected, or vehicles in relation to which programs have been awarded may enter production later than expected.

This may be triggered by a variety of reasons such as supply chain or production difficulties of the OEM customer unrelated to Carbon Revolution, the failure of Carbon Revolution and the customer to agree on terms (particularly design and pricing for the relevant design) during the design and engineering phase or the agreement occurs later than expected, failure of a wheel to pass validation requirements in the design and engineering phase, or the OEM customer otherwise deciding not to proceed, or to proceed later than expected, with the vehicle launch, or not awarding Carbon Revolution the wheel program. The financial projections do not factor in any general contingency to allow for changes in the OEM Production schedules (e.g., to reflect supply chain disruption, as has been observed over the past few years).

The risk that OEMs do not continue discussions or that the design and engineering agreements do not result in a formal program award or result in an award later than expected may result in losing or delaying the opportunity to sell wheels or in later or lower sales than forecasted.

Revenue from awarded programs may be lower than expected due to many factors including the demand for the relevant vehicle being lower than expected, and/or demand for the carbon fiber wheels being lower than expected (thus the “take rate” being lower than expected).

Two engineering programs commenced by Carbon Revolution have not resulted in formal award. In one instance, this was a result of the relevant OEM deciding not to proceed with production of the relevant vehicle. There have also been instances of programs being awarded later than expected, or the OEM delaying the launch of the vehicle later than expected, resulting in delays to the start of production and sale of Carbon Revolution wheel programs.

Any failure or delay to convert the pipeline of potential customers into additional contracts, delays to commencement of production, or lower than expected sales volumes from awarded programs, may result in Carbon Revolution failing to meet its growth targets, which will adversely impact Carbon Revolution’s ability to generate revenue. Failure to generate sufficient revenue will have a material adverse impact on Carbon Revolution’s long-term financial performance and prospects.

Carbon Revolution may need to raise additional capital to fund operations in the future or finance future acquisitions. If Carbon Revolution seeks to raise additional capital in order to meet various objectives, including funding operations, increasing production capacity, developing existing or future technologies and solutions, increasing working capital, acquiring new customers, expanding geographically, and responding to competitive pressures, capital may not be available on favorable terms or may not be available at all and such issuances may be dilutive to MergeCo shareholders. Lack of sufficient capital resources could significantly limit Carbon Revolution’s ability to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute stock ownership. Further, the terms of the New Debt Program restrict Carbon Revolution's ability to raise further new debt, other than certain indebtedness permitted under the terms of the New Debt Facility. If adequate additional funds are not available this may adversely impact Carbon Revolution’s cash position and Carbon Revolution may be required to delay, reduce the scope of, or delay or eliminate material parts of its business strategy, including increasing production capacity, engaging potential new customers or the development or advancement of new or existing technologies or solutions and geographic expansion, which in turn may adversely impact Carbon Revolution’s financial performance and prospects.

Broad market and industry factors may materially harm the market price of Carbon Revolution’s securities irrespective of its operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of Carbon Revolution’s securities may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to Carbon Revolution could depress Carbon Revolution’s stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of Carbon Revolution’s securities could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Any inability to raise funds when required, or on favorable terms, may have a material adverse effect on the continued development or growth prospects.

The commencement of wheel programs may be delayed due to various reasons. Carbon Revolution may have limited resources in the design and development teams working on multiple programs in the engineering phase at the same time and accordingly, the teams may not be able to meet the program deadlines as a result of delays in the wheel design process or engineering challenges. Also, reaching agreements with customers on aesthetic exterior design may take longer than expected. In addition, prototypes may fail in testing during validation resulting in required rework. Such delays have occurred in the past.

Delays in design and engineering may result in programs coming online later than expected and, therefore, production and sales commencing later than expected. In such a circumstance, Carbon Revolution’s ability to generate revenue may be adversely impacted.

Also, any delay in development or production of wheel programs or a lower wheel production volume than expected and agreed with the customer may result in damages claims of customers because of Carbon Revolution not meeting contractual obligations or may adversely affect Carbon Revolution’s reputation, profitability and ability to generate revenue and therefore, in turn, impact Carbon Revolution’s financial performance and prospects.

The price Carbon Revolution quotes for a wheel depends on certain forecasts and assumptions regarding development costs, raw material costs, manufacturing costs, and desired margin. Carbon Revolution has experienced and may in future experience higher costs per wheel than anticipated for various reasons such as:

As a result, Carbon Revolution’s development costs, materials costs, labor costs or other overheads may be higher than expected or Carbon Revolution may experience more or worse quality issues than expected.

Carbon Revolution has in the past incurred and may incur greater engineering, development or tooling costs in relation to a program than it expected when quoting. This may arise as a result of higher than expected inflation, changes in customer specifications or designs during the design and engineering phase, or wheel design or engineering challenges that were not anticipated when quoting. Due to the industry standard contracts with favorable terms for Carbon Revolution’s customers, Carbon Revolution may not be able to pass on all incurred costs for engineering, development or tooling or an increase of such costs to its customers.

The inability to pass on such costs to its customers may materially and adversely impact Carbon Revolution’s profitability, financial performance and prospects.

Inadequate capability of Carbon Revolution’s manufacturing processes and procedures to consistently produce the required quantity and quality of wheels, within the required customer timeframes, and at the expected cost levels has resulted in and may result in higher scrap rates and/or higher costs per wheel than expected, or shipping wheels late or not according to the customer’s specifications. These outcomes may result in our loss of customers or failure to obtain new wheel programs, which could have a material adverse impact on our financial performance.

Additionally, the failure to achieve the desired quality targets has resulted in and may result in higher labor costs (in processing or rectifying wheels), additional management and engineering resources and overhead (addressing and solving quality issues), reduced production output, and/or reduced margins. It may also result in a reduced ability to access a broader cross section of the wheel market due to product costs that are higher than forecasted.

Shipping wheels late has resulted in and could result in Carbon Revolution being required to incur air freight costs and/or pay costs or damages to its customers. Shipping wheels not according to specification has resulted in and could result in Carbon Revolution being required to replace such wheels at its cost. Shipping wheels not according to specification could also result in Carbon Revolution being required to pay costs or damages to its customers or may result in warranty issues or product recalls. This in turn could result in negative reputational damage and could adversely impact Carbon Revolution’s ability to secure new programs or retain customers, which would have an adverse impact on its ability to generate revenues.

Failure to introduce new customer wheel programs into production at the expected quality levels may also result in higher costs and lower margins, which may adversely impact Carbon Revolution’s financial performance and prospects.

Carbon Revolution is not yet profitable and requires further scale, and a reduction in labor costs per wheel, in order to become profitable and to then grow profitability. Carbon Revolution intends to further automate and

industrialize its operations to achieve a substantial increase of its wheel production volumes and a material reduction in its unit costs of production. Carbon Revolution also intends to further grow its wheel sales.

As such, Carbon Revolution’s ability to achieve these objectives is dependent, to a significant degree, on the success of its industrialization plans, including the first Mega-line, which is expected to deliver improvements in production scale and economics that will enable the Company to deliver large volume programs to a broader cross-section of the market. The process may take longer or cost more than anticipated, or unforeseen issues may arise during the engineering or commissioning process for new equipment, as has occurred in some instances in the past. Also, the capital cost of expanding operations may be higher than anticipated, resulting in a lower return on investment than expected. The industrialization plans, including the Mega-line, may not achieve the outcomes anticipated such as delivering the expected capacity increases, including but not limited to reduced cycle times, reduced labor hours per wheel, volumes, or other production efficiencies or cost reduction benefits.

If Carbon Revolution cannot automate and scale its manufacturing process to the extent anticipated, it may have a material adverse impact on Carbon Revolution’s financial performance and competitive position.

New and larger volume OEM wheel programs, which Carbon Revolution plans to commence production on the Mega-line, may experience delays or cost overruns if there are delays in completing the Mega-line, the Mega-line does not perform to expectations or other challenges arise in relation to the installation and commissioning of major equipment projects. This may result in lower revenue or margins than expected, or contractual claims (by customers for non-shipment or late shipment of wheels) against Carbon Revolution.

Carbon Revolution may not have the internal resources or capability or be able to employ or engage the appropriate capability, required in order to successfully build, install and commission new production assets or fully utilize the expected benefits of those assets once commissioned and in production.

A delay in the expansion of capacity may lead to Carbon Revolution foregoing new programs and, therefore, not earning expected revenue and potentially losing market share, and may also result in Carbon Revolution becoming profitable and cash flow positive later than expected and thus continuing to rely on other sources of capital for longer than expected.

The Mega-line project may impact production on existing customer programs, which may result in reduced revenue and damage to customer relationships and contractual claims against Carbon Revolution which may have a material adverse impact on Carbon Revolution’s financial performance and competitive position.

If the Mega-line project does not deliver expected volumes, production efficiencies or cost reduction benefits, future production lines built by Carbon Revolution may also not deliver the expected volumes, production efficiencies or cost reduction benefits, or may cost more or take longer to implement, as a result.

Under Carbon Revolution’s current OEM supply contracts, which are typical of the industry, customers place firm orders with only limited lead times. While these orders are legally binding, volume predictions or forecasts provided by the customer are non-binding forecasts that the customer can materially change any time.

Given that in many cases Carbon Revolution’s arrangements with its suppliers require significantly longer lead times, Carbon Revolution typically places orders for raw materials with its suppliers prior to having firm orders for its customers. To be prepared for delivering in accordance with the customer’s forecast, Carbon Revolution may also have already invested in labor and equipment without being able to adjust the investment if the customer orders less or more than forecasted on a short notice. In situations where the OEM customer orders less than forecast, Carbon Revolution may also incur additional storage costs for unused raw materials and the shelf life of the raw materials may expire, leading to the risk of such raw materials no longer being qualified to be used in production, which in turn may impact Carbon Revolution’s costs and operations. In this situation Carbon Revolution may also have underutilized labor. A reduction in the ordering volume may also impact Carbon Revolution’s ability to meet its revenue forecasts.

Conversely, the customer may significantly increase the volume in its binding orders compared to the forecast and that may lead to Carbon Revolution being required to invest in additional labor or raw materials on short notice at higher costs, or otherwise be limited in its ability to fulfill orders in full or on time.

Customers have in the past and may provide materially higher or lower orders than expected, and both scenarios may result in higher costs per wheel and cost inefficiencies, that can only be recovered from the customer to a very limited extent. That in turn may have a material adverse impact on Carbon Revolution’s financial performance and prospects.

Under Carbon Revolution’s contracts with its customers, Carbon Revolution’s customers have in the past and may raise claims towards Carbon Revolution for late delivery or delivery of wheels that do not meet the relevant specification. Some of Carbon Revolution’s contracts with its suppliers contain terms that make it difficult for Carbon Revolution to enforce delivery on time or compliance with the relevant quality requirements (including the specification), and/or limit Carbon Revolution’s ability to recover from its suppliers in circumstances where the supplier has failed to deliver on time or in accordance with specification. A claim by a customer for which Carbon Revolution has no or limited recourse may impact Carbon Revolution’s profitability and could have a material adverse effect on Carbon Revolution’s financial performance and prospects.

Under some of Carbon Revolution’s current arrangements with suppliers, such suppliers have in the past and may increase their prices for raw materials based on an increase of prices of the supplier’s raw materials, labor costs, shipping and storage costs, government and legal regulations, energy costs, and/or other economic related factors. While some contracts require certain increase thresholds to be met first before any price increase can be claimed and evidence for the price increase factors to be given by the supplier (or the increase is index bound), Carbon Revolution is exposed to price increases from its suppliers.

On the other hand, given the industry standard contractual provisions which are favorable to Carbon Revolution's customers, many of Carbon Revolution’s current OEM contracts include fixed prices and give Carbon Revolution only limited rights to adapt the price. If consequently, Carbon Revolution cannot pass on price increases of its suppliers to its customers, Carbon Revolution’s profitability may be impacted, which, in turn, may adversely affect Carbon Revolution’s financial performance and prospects.

Some of the materials used by Carbon Revolution in its manufacturing processes are highly technical and only capable of being supplied from a small number of suppliers. Certain suppliers may not be readily replaceable, either due to their strategic importance and/or because Carbon Revolution’s wheels are subject to rigorous validation tests undertaken by OEMs, and changing the supplier of a material may require re-validation of wheels which comes with inherent challenges. On its wheel programs, Carbon Revolution typically only has single suppliers validated for key material inputs such as resin and carbon fiber.

Due to the limited number of available suppliers for such materials and lesser competition compared to a multi-sourcing landscape, Carbon Revolution has greater exposure to price increases from those suppliers than would be the case where multiple suppliers are readily available, and has in the past and may be exposed to price increases from such suppliers with no guarantee that it can pass those additional costs on to its customers.

In the event of a supplier failure or supply issues, for example where a supplier of OEM validated material components were to suffer a shortage in its own supply chain, force majeure, cease trading, or otherwise reduce business with Carbon Revolution for any reason, Carbon Revolution may incur increased costs to secure alternative sources of supply, Carbon Revolution’s production commitments to OEMs may not be fulfilled (on time or at all), or Carbon Revolution may be required to re-validate a wheel, which may involve delays in shipments to customers, increased costs (costs incurred in the validation process) or increased materials costs.

These risks in turn may have a material adverse impact on Carbon Revolution’s operating and financial performance and its financial prospects.

Carbon Revolution’s operations are dependent on the timely supply of raw materials, consumables, equipment and services that comply with the required specifications.

Carbon Revolution anticipates that the price it pays for key raw material inputs for production of its wheels will decrease as its wheel volumes (and consequently raw material orders) increase. It also intends to pass risk onto its suppliers should they fail to supply Carbon Revolution as required. However, there is no guarantee that Carbon Revolution will be able to negotiate the favorable outcomes with suppliers that it intends.

If there are shortages in materials, delays in receiving materials or parts from its suppliers, or if materials, consumables or equipment are outside the required specification, this has in the past and may impact Carbon Revolution’s ability to manufacture wheels that may in turn result in Carbon Revolution failing to supply its OEM customers in full on time or at all or with products which meet the required specification. As a result, Carbon Revolution may have to respond to damages claims, may lose anticipated sales, or new programs, and may suffer reputational damage. Carbon Revolution may have limited or no recourse for any liability that it incurs in this regard.

In addition, Carbon Revolution relies on technical relationships with various parties for the development, manufacturing, testing and validation of its wheels. Carbon Revolution has developed a number of relationships with technology organizations and institutes that are key participants in the global advancement of carbon fiber and resin technology, including for example Deakin University, with which Carbon Revolution conducts a variety of research and development activities. Deterioration of relationships with these parties may adversely impact Carbon Revolution’s operations. In particular, this could result in inferior technological outcomes and additional cost and time in further developing Carbon Revolution’s carbon fiber wheels.

Carbon Revolution relies on suppliers of services, such as freight providers, in order to provide timely delivery of products to customers. There is a risk that delays or failure in the delivery of services by such suppliers may result in delay in delivery of Carbon Revolution’s products to its customers.

Finally, the Carbon Revolution head office and manufacturing facility is located at a single premises at Deakin University’s Geelong Campus. Although this lease is a long-term lease with options to extend, in the event that this lease was terminated (for example for breach) or Carbon Revolution was otherwise required to relocate, this could cause material disruption to Carbon Revolution’s operations, cash flow, profitability and financial position.

The above-described risks will be amplified by macroeconomic factors, and global or local disruptions, such as COVID-19. The occurrence of any of these events may adversely impact Carbon Revolution’s operations and ability to generate revenue, and in turn may impact Carbon Revolution’s financial performance and position.

Carbon Revolution’s wheel manufacturing process is complex and contains numerous distinct processes, many of which utilize specialized and bespoke equipment that is not readily replaceable. In addition, Carbon Revolution intends to increase the size and complexity of its manufacturing facilities in connection with its industrialization. Currently, Carbon Revolution has only one manufacturing facility and the loss or failure of this facility would have a material adverse impact on Carbon Revolution’s financial performance and position.

Equipment necessary for the production of Carbon Revolution’s wheels has in the past and may break down, perform poorly, fail or be impacted by events within or outside of Carbon Revolution’s control, respectively resulting in production delays, increased production costs or inability to meet vehicle program volume requirements. Such loss, failure or breakdown of key infrastructure or equipment has in the past and may in the future cause significant and/or sustained disruption or interruption to Carbon Revolution’s manufacturing process. Such disruption or interruption may adversely impact Carbon Revolution’s production capacity within a short period of time and the ability to meet customer on-time delivery requirements. Some equipment suppliers are based outside of Australia, and the rectification of equipment has in the past and may be delayed or face additional challenges if travel restrictions (such as those in place as a result of COVID-19) prevent supplier personnel from visiting Carbon Revolution’s manufacturing facility.

Shipping wheels late or failing to ship wheels could result in Carbon Revolution losing revenue and being required to pay air freight costs and/or costs or damages to its customers, or result in negative customer perception about Carbon Revolution’s ability to meet its supply obligations under its supply contracts. This in turn could damage relationships with customers and adversely impact Carbon Revolution’s ability to secure new programs with existing and new customers, reducing Carbon Revolution’s sales and profitability, which would have a material adverse impact on Carbon Revolution’s financial performance and position.

Carbon Revolution’s manufacturing equipment consists partly of off-the-shelf equipment (with or without modifications) and partly of bespoke equipment that is specifically designed and manufactured for Carbon Revolution’s needs.

Due to the innovative character of the bespoke equipment and limited experience and empirical data available to the supplier and to Carbon Revolution, there is a higher risk, compared to off-the-shelf equipment, that the equipment does not meet the required functionality. Therefore, Carbon Revolution has experienced and may experience delays in commissioning, and other equipment challenges, which may delay and interrupt the production process and/or adversely impact the operations of Carbon Revolution.

Challenges and delays in commissioning of new equipment have resulted in and may result in Carbon Revolution shipping wheels late or not at all and being required to incur air freight costs and/or pay costs or damages to its customers.

There is also a higher risk that due to the limited experience and empirical data, the required functionality cannot be determined in advance in detail. As a result, Carbon Revolution has been required to and may be required to make modifications after commissioning to meet Carbon Revolution’s needs. This in turn may result in increased costs of purchasing equipment than anticipated.

There is also a higher risk with bespoke equipment that it breaks down and/or requires repair or refurbishment, resulting in equipment down time and potentially reducing production capacity and Carbon Revolution’s ability to fulfill customer orders in full on time. Such repair and refurbishment may cost more than expected and/or take longer than expected.

These risks may also result in Carbon Revolution not being able to increase its capacity as quickly as planned or incurring greater than expected capital expenditure in order to meet capacity in a timely manner. The risks may also result in equipment not performing to expectations such that production quality is lower than expected or the expected reduction in manual labor per wheel is not as great as expected.

Such consequences may impact Carbon Revolution’s cash flow and profitability and thereby Carbon Revolution’s financial performance and prospects.

The implementation of new technology, product innovations or manufacturing processes may be challenging and involves risks inherent in the development and use of new technology.

Carbon Revolution’s strategy involves the manufacture of one-piece carbon fiber wheels at scale. This involves complex technology and processes which have not been used before at scale, and foreseen and unforeseen challenges arise as a result. Such challenges have in the past and may result in unexpected costs (in operating expenditure, cost of goods or capital expenditure), production delays, and exhaustion of management and engineering resources.

Failure to properly implement new technology, product innovations or manufacturing processes may result in Carbon Revolution’s product failing during trials, failing to gain customer approval or being difficult and more costly to profitably commercialize.

The above risks have resulted in and may result in higher scrap rates and quality issues than anticipated after customer validation and commencement of production, which may lead to higher than expected production costs, additional expenditures on new production equipment or upgrades to existing production equipment, lower output, greater use of management and engineering resources, and other costs, and/or delays in deliveries to customers, which could result in Carbon Revolution being required to pay costs or damages to its customers.

Failing to deliver to customer program deliverables may also result in reduced sales and negative customer perception about Carbon Revolution’s ability to meet its supply obligations under its supply contracts. This in turn could adversely impact Carbon Revolution’s ability to secure new programs, which could have an adverse impact on its ability to generate revenues which would adversely affect its operations, financial performance and position.

Carbon Revolution supplies its wheels to a variety of OEMs, and in order to respond to the OEMs’ requests for unique and innovative designs particularly for high end performance and premium vehicles, Carbon Revolution creates and manufactures a unique wheel design for each individual program. Carbon Revolution also aims to implement improvements to its products, new production processes and other innovations.

Due to the challenges that are also inherent with the development and implementation of new technology, as outlined above, changes to products and processes have taken longer and may take longer than expected to achieve customer validation, unforeseen challenges have and may arise in manufacturing the changed product, manufacturing costs have been and may be higher than expected, and more quality issues than expected have arisen and may arise resulting in a less efficient production, higher scrap rates or costs per wheel than expected and thereby Carbon Revolution losing the opportunity to realize all of the expected benefits of any changes. There is a risk that the price per wheel originally quoted by Carbon Revolution to its customers does not account for and cover these unexpected developments and its cost increases, and does not result in a margin that delivers the expected level of profitability or profitability at all. Consequently, Carbon Revolution may have to renegotiate prices and runs the risk that the customer rejects or does not adequately respond to this renegotiation request, which would have an adverse impact on Carbon Revolution’s profitability.

The above risks may also have the effect that Carbon Revolution’s customers lose the confidence in Carbon Revolution’s ability to successfully implement changed products or processes. This may result in lower returns than anticipated and may negatively impact Carbon Revolution’s financial performance and prospects.

Carbon Revolution has developed procedures and workflows, and contract and risk management documentation, contract templates and forms, to identify, monitor and manage contractual obligations, quality and risks, and it continues to refine such documents and processes as it conducts its business.

However, these documents and procedures may not be fully adequate, sufficient or effective in mitigating Carbon Revolution’s risk exposure relating to contractual obligations and quality requirements, in particular as Carbon Revolution is using complex technology that it constantly develops further. For example, Carbon Revolution may fail to detect a batch of material supplied by one of Carbon Revolution’s suppliers failing to comply with applicable specifications.

Moreover, Carbon Revolution is subject to the risks of errors and misconduct, including by its officers, employees and independent contractors, including non-compliance with policies and processes. These risks are difficult to detect in advance and prevent or avoid and could result in damages claims of Carbon Revolution’s customers due to late supply or supply of wheels that do not comply with the specifications, and may harm Carbon Revolution’s business, operations or profitability.

A lack of proper processes or non-compliance with established processes can also lead to a loss of Carbon Revolution’s contractual rights due to failure to comply with required notification periods or otherwise forfeiting rights, that may in turn adversely affect Carbon Revolution’s operations and profitability.

Although Carbon Revolution seeks to maintain insurance and use other traditional risk mitigation tools, such as third-party indemnification, where appropriate and feasible, to manage certain exposures, they are subject to terms such as deductibles, coinsurance, limits and exclusions, as well as risk of counterparty denial of coverage, default or insolvency. If Carbon Revolution’s policies and procedures do not adequately protect it from exposure and Carbon Revolution’s exposure is not adequately covered by insurance or other risk-mitigating tools, Carbon Revolution may incur losses that would adversely affect its cash flows, financial performance and position.

Carbon Revolution has experienced and may experience claims from its OEM customers that wheels which have been delivered do not conform to specification. If wheels have been delivered that do not confirm to specification, the OEM customer will return the wheels at Carbon Revolution’s cost and Carbon Revolution will be required to provide replacement wheels at its cost to the OEM customer. This may impact Carbon Revolution’s reputation, financial performance and prospects.

Carbon Revolution or its OEM customers have experienced and may experience warranty claims from end consumers in relation to Carbon Revolution wheels which they have purchased on a vehicle supplied by an OEM. Such claims may arise if the wheel suffers damage, has a fault or does not perform as expected. In such cases Carbon Revolution may be required to expend significant time and resources investigating such claims, even if the relevant wheels were found to have been supplied in accordance with specification and if there is no basis for a warranty claim. If there is a basis for a warranty claim, Carbon Revolution will be required to provide replacement wheels at its cost. This may impact Carbon Revolution’s reputation, financial performance and prospects. In the event of more serious warranty issues or warranty issues that represent a product safety issue, a product recall may be necessary.

Carbon Revolution has been informed that a limited number of wheels (less than 50) supplied on two of Carbon Revolution's earliest wheel programs have encountered slow air leaks in the rim and have been returned by the end consumer. No recall or field service action has been instigated but Carbon Revolution has received some warranty claims from the OEM customer. The issue is not a safety issue. Carbon Revolution is investigating the root cause of the issue with its customer. A portion of the wheels which have been returned have been replaced, and the OEM customer has deducted the cost of the replacement wheels from amounts otherwise owing to Carbon Revolution. Carbon Revolution is investigating short and longer-term countermeasures, including an additional coating option, which has successfully completed temperature and pressure testing on coupons. Carbon Revolution cannot assure you that one or more of these countermeasures will be successfully validated. The issue may be identified in a larger number of wheels in the same or other programs over time and one or more customers may make further warranty claims or instigate a recall or field service action. If it is determined that Carbon Revolution is generally responsible for the costs of the coating option or other countermeasures, further wheel replacements and/or any other associated costs, such costs may be significant, and could have a material adverse effect on Carbon Revolution's reputation, its relationship with its customers, and its financial condition and prospects. See “—Carbon Revolution may suffer reputational damage or incur liability due to poor product performance or failures, product recalls or other issues with its wheels.” and “—As a supplier in the automotive industry, Carbon Revolution may be exposed to severe product liability claims, including claims for bodily injury and/or death.” for more information.

Carbon Revolution’s brand and the reputation of its wheels are an important factor in Carbon Revolution being able to continue selling wheels and growing its volumes. Carbon Revolution’s reputation and brand would be adversely impacted by material negative publicity, disputes and negative customer experiences.

Carbon Revolution’s reputation and its relationships with customers may be damaged as a result of negative end-user experience due to poor product performance or product failures, adverse media coverage or other publicity (in relation to matters such as manufacturing defects, product recalls, warranty issues, product liability claims or failure to meet customer expectations).

For example, Carbon Revolution products are validated during industry standard laboratory and on-vehicle testing. Initial laboratory testing for wheels is not fully representative of operational conditions, but is used in the development process to gain confidence in the wheel design. For final validation all Carbon Revolution’s OEM customers conduct their own on-vehicle testing which aims to be fully representative of the wheel’s integration into the vehicle system and performance under real world operational conditions. However, there is a risk that the OEM

customer’s testing does not capture all conditions that their end users may expose Carbon Revolution wheels to or that the end user misuses wheels (for example using them on inappropriate vehicles or undertaking unauthorized modifications or repairs), and as a result Carbon Revolution’s wheels may not function as expected which could lead to reputation and brand damage.

Product recalls can create significant costs for Carbon Revolution that may not entirely be covered by Carbon Revolution’s insurance. Product recalls may also lead to severe brand and reputational damage that results in reduced consumer demand for Carbon Revolution’s wheels and/or to OEMs not awarding Carbon Revolution any further programs. In such a case, Carbon Revolution may lose market share to competitors or the market for carbon fiber wheels may decrease.

Damage to Carbon Revolution’s reputation or the reputation of its wheels may also occur where another vehicle component that interacts with or relates to the wheel (for example the tires or brakes) malfunctions or performs poorly, and it is perceived (whether correctly or not) that this is related to the use or performance of Carbon Revolution’s wheels.

Hence, damage to Carbon Revolution’s reputation as a result of one or a combination of these factors may reduce the demand for Carbon Revolution’s wheels, adversely impact existing relationships with key customers, suppliers, employees or government grant providers, and diminish the prospects of securing new programs with existing and new OEM customers, which in turn may adversely impact Carbon Revolution’s financial performance and position.

Carbon Revolution may suffer reputational damage or incur liability due to poor product performance or failures, product recalls or other issues with its wheels. Such poor product performance or failure or other issues with its wheels may cause Carbon Revolution to become exposed to the risk of product liability claims being brought against it, either by OEMs or end users of Carbon Revolution’s wheels or other claimants.

Being a supplier in the automotive industry and supplying safety relevant components such as wheels brings an inherent risk of potentially severe product liability claims involving bodily injury and/or death.

Product liability claims and recalls may result in significant cost and management attention in defending and/or responding to such claims or recalls. Product liability claims and recalls may result in Carbon Revolution’ obligation to pay significant damages, an increase in insurance premiums, or reputational harm. Further, if Carbon Revolution is not able to obtain sufficient product liability insurance at an acceptable cost this could prevent the commercialization of the products that Carbon Revolution develops.

Even if insured, our insurance policies may not cover all possible claims, and covered claims can be costly and could have material adverse effects on Carbon Revolution’s activities, business, operating results, financial position and reputation, including that coverage will not exceed any applicable coverage limit. Likewise, a failure to succeed in defending any such claims may have a materially adverse effect on Carbon Revolution’s activities, business, operating results and financial performance and position.

The successful development and envisaged growth of Carbon Revolution will require retaining key management personnel and employees as well as having access to the services of additional technical, manufacturing and sales staff, alongside our current staff. We may not be able to attract and retain the services of such people, particularly given the competitive and specialized nature of the automotive industry. If Carbon Revolution is unable to attract, retain and motivate its staff, Carbon Revolution could face losses of or disruptions in its operations or in respect of strategic relationships, key information, expertise or know-how, and unanticipated recruitment, training and onboarding costs. In addition, in connection with the New Debt Program, if our Chief Technology Officer departs and a reasonably acceptable replacement has not been appointed within 120 days, we would be in breach of a covenant under the terms of the New Debt Program.

While Carbon Revolution views workforce engagement as a priority and adopts a wide variety of measures to foster a culture of engagement, Carbon Revolution may still not be able to attract and retain high performing employees and key personnel. Given the current employment market situation, Carbon Revolution may not be able to replace key personnel with candidates of the same experience and skills; also, key personnel could leave us and compete against us.

The potential loss of know-how and the time to train new employees may create a loss of quality in certain aspects of wheel production and may also increase the safety risk for new employees and other employees who work with new employees.

The most recent Enterprise Agreement has been certified by the Fairwork Commission, operating effective from July 11, 2023 to July 4, 2025. This agreement outlines pay rates and other conditions of employment. Where this agreement is silent or does not explicitly state an entitlement or provision, the relevant entitlement or provision of the Manufacturing and Associated Industries and Occupations Award 2020 covers or the National Employment Standards applies. The outcome of any future negotiation of a new Enterprise Agreement or any changes to an applicable Industry Award from time to time may increase the overall costs of running Carbon Revolution’s business and such increased costs may not be able to be passed through to customers in full or at all and may adversely impact Carbon Revolution’s margins and financial performance.

If employees take industrial action, Carbon Revolution could be exposed to loss to the extent the industrial action impairs Carbon Revolution’s ability to meet production demand or causes disruption to Carbon Revolution’s customers, if the relevant customer contracts do not include industrial action as a force majeure event or, even if they do, Carbon Revolution is otherwise not able to rely on the force majeure provisions. A failure of Carbon Revolution to increase and retain its workforce as required or if engagement costs are higher than expected, Carbon Revolution’s growth may be limited, which may adversely affect Carbon Revolution’s future financial performance and prospects.

Additionally, Carbon Revolution's ability to effectively execute its business strategy depends upon the performance and expertise of its key personnel. These employees guide Carbon Revolution’s business strategy and success, as they have extensive industry experience, technical knowledge and are responsible for maintaining relationships with customers and suppliers.

Current employment market conditions are challenging and there is high demand for quality candidates in the competitive and specialized sectors in which Carbon Revolution operates. Hence, there can be no assurance that Carbon Revolution will be able to retain its key personnel, in particular those in critical roles, those with significant knowledge of Carbon Revolution’s proprietary processes and know-how, and those who are key to maintaining customer and supplier relationships.

Carbon Revolution has experienced higher than usual staff turnover in certain critical areas, particularly during 2022 and may continue to experience such turnover levels, which may cause disruptions to our business and impact our ability to achieve our strategic plans. The loss of key personnel, any delays in their replacement, high staff turnover, or industrial action may adversely affect Carbon Revolution's operations and future performance and, thereby, Carbon Revolution’s financial performance and prospects.

A substantial portion of Carbon Revolution’s revenues result from sales to U.S. auto manufacturers a substantial number of whose employees are members of the United Auto Workers union. In March 2023, the United Auto Workers elected a new president who has indicated plans to take a more aggressive posture in labor negotiations with the auto manufacturers. Protracted labor negotiations and any strikes or work stoppages could disrupt the operations of such auto manufacturers, resulting in delays, reductions or cancellations of orders for Carbon Revolution’s products. In addition, increased labor costs may cause U.S. auto manufacturers to implement cost-savings measures, which may include reductions or cancellations of orders for Carbon Revolution’s products or efforts to renegotiate the pricing terms for such products. Any delays, reductions or cancellations of orders or lowering of the prices that customers are willing to pay for Carbon Revolution’s products could have a material adverse effect on Carbon Revolution’s revenue, results of operations and financial condition.

Force majeure events could impact Carbon Revolution’s operations. These events include but are not limited to acts of terrorism, international conflicts, fires, floods, earthquakes, labor strikes, civil wars, natural disasters, COVID-19 or other pandemics, epidemics or health emergencies, governmental restraint (including governmental restraints due to epidemics or pandemics) or other natural or man-made events or occurrences that can have an adverse effect on Carbon Revolution’s business. Carbon Revolution has only a limited ability to insure against some of these risks. If a force majeure event impacts Carbon Revolution’s customers, there is a risk that the demand of the customer for Carbon Revolution’s wheels decreases or is delayed. If a force majeure event impacts Carbon Revolution’s supply chain, Carbon Revolution may incur increased costs to minimize or mitigate delays or to secure alternative sources of supply. In such a case, Carbon Revolution may not, however, be successful in finding alternative sources and it may not be able to fulfill its production commitments to its customers, which could have a material adverse impact on Carbon Revolution’s operating and financial performance and position.

The COVID-19 pandemic impacted Carbon Revolution’s customers, resulting in production disruptions, shortage of components within automotive supply chains, and delays to vehicle launches. These developments impacted demand for Carbon Revolution wheels, including delays to program launch and reduction in revenues. Carbon Revolution also experienced disruptions at its own production facility (for example due to employee absenteeism), supply chain disruption and increased supply chain and logistics costs.

There is a risk that the disruptions posed by COVID-19 and governmental responses thereto will be reinstated. There is also a risk that other global events (for example, pandemics, terrorist activity or global or localized recessions or other macroeconomic developments, or international conflicts) may also result in disruption to the automotive industry, and may result in a decline in consumer demand for OEM vehicles.

In turn, Carbon Revolution’s customers may reduce or cease ordering wheels, or they may delay production plans (including as a result of supply chain shortages), which may reduce demand for carbon fiber wheels, or they may delay the launch of new programs for which Carbon Revolution’s wheels are awarded. This may all adversely impact Carbon Revolution’s ability to generate revenue.

International conflict or other forms of international disruptions may cause supply chain disruption or shortages and may result in price increases for material inputs for Carbon Revolution wheels, which may result in production delays and lower margins for Carbon Revolution. Additionally, Carbon Revolution may be required to hold larger levels of safety stock of the materials that it uses to make wheels than it otherwise would, resulting in higher storage costs, inefficient use of working capital, and increased potential for some materials to pass their expiry date, meaning they cannot be used in production.

If Carbon Revolution’s production is restricted as a result of disruption at its own production facility or as a result of supply chain shortages or delays in the future, Carbon Revolution may not be able to meet production targets under customer contracts which may result in reputational damage and customer damage claims which could adversely impact Carbon Revolution’s financial performance and prospects. In addition, Carbon Revolution may continue to incur costs related to its obligations to pay employees or suppliers despite failing to generate revenue from customers, which would have a material adverse impact on Carbon Revolution’s cash flow and financial position.

The Russian-Ukrainian conflict or other similar conflicts may have an impact on transport and logistics costs of Carbon Revolution, its suppliers or Carbon Revolution’s customers. Such disruptions may increase the time and resources required to obtain critical raw materials and transmit finished product, which would have a material adverse impact on Carbon Revolution’s operations, profitability and ability to generate revenue.

Carbon Revolution’s operations, suppliers, and customers may be directly or indirectly affected by climate change, extreme weather events, and other natural disasters caused by climate change.

Extreme weather events, and other natural disasters caused by climate change may directly impact Carbon Revolution’s production facility, interrupting or disrupting its ability to supply wheels to customers in full on time. This may result in a loss of anticipated sales, a deterioration in relationship between Carbon Revolution and its customers, and reputational damage. It may further result in damages or costs claims from customers to the extent that Carbon Revolution is not able to rely on force majeure provisions in its customer contracts.

Extreme weather events, and other natural disasters caused by climate change may directly impact Carbon Revolution’s suppliers’ facilities or operations, which may result in delays in materials being delivered to Carbon Revolution, or increases in costs to minimize or mitigate delays or to secure alternative sources of supply. In such a case, Carbon Revolution may not, however, be successful in finding alternative sources and it may not be able to fulfill its production commitments to its customers. This may result in a loss of anticipated sales, a deterioration in relationship between Carbon Revolution and its customers, and reputational damage. It may further result in damages or costs claims from customers to the extent that Carbon Revolution is not able to rely on force majeure provisions in its customer contracts, or to pass on such liabilities to its suppliers.

Extreme weather events, and other natural disasters caused by climate change may directly impact Carbon Revolution’s customers’ production facilities or operations. If a force majeure event impacts Carbon Revolution’s customers, there is a risk that the demand of the customer for Carbon Revolution’s wheels decreases or is delayed.

Carbon Revolution’s costs may increase as it implements initiatives in response to climate change, either voluntarily or in response to requirements imposed by customers, suppliers or regulators. Suppliers may pass on cost increases related to the impact of climate change on their own operations, and Carbon Revolution may not be able to pass these cost increases on to customers via increased wheel prices. Carbon Revolution’s costs may also increase as a result of increased taxes or tariffs related to climate change.

Changing regulatory requirements or customer, consumer or investor standards, and expectations in relation to climate change, sustainability and environmental matters may increase Carbon Revolution’s operational and compliance costs.

Carbon Revolution, its suppliers and service providers are required to comply with environmental laws and regulations. The production and transportation of Carbon Revolution’s products and other inputs in the production process involve the risk of accidents, spills or contamination. Any of these occurrences could cause harm to the environment, which may lead to disruption in Carbon Revolution’s operations and supply chain, regulatory sanctions and remedial costs, and reputational harm, any of which could negatively impact Carbon Revolution’s operating and financial performance.

Carbon Revolution currently does not have a feasible recycling or re-use solution for production scrap wheels or end of life wheels. Customers, consumers, regulators, investors and other stakeholders may place pressure on Carbon Revolution to find a feasible recycling or reuse solution for production scrap or end of life wheels.

As with all R&D activities, ongoing projects for finding and implementing recycle or reuse solutions for production scrap or end of life wheels may take longer or cost more than expected or not be feasible at all, and finding and implementing a recycle or reuse solution for end of life wheels may take longer or cost more than expected or not be feasible at all. If Carbon Revolution does not have a recycling or reuse solution for production scrap or end of life wheels in place that meets expectations, Carbon Revolution may suffer adverse publicity or reputational damage, demand for Carbon Revolution’s wheels may decrease or projected increase in demand may not materialize, and the pool of investors willing to invest in Carbon Revolution may decrease. Any of the forgoing impacts may adversely affect Carbon Revolution’s financial performance and the price of its securities.

Demand for Carbon Revolution’s products may be impacted by its ability to meet any applicable government, investor, stock exchange customer and consumer standards, requirements and expectations.

In particular, Carbon Revolution’s customers are increasingly concerned with environmental, social and governance (“ESG”) matters. For example, some OEMs require completion and passing of a sustainability survey as a hurdle in the quoting process. If Carbon Revolution does not meet consumer or customer ESG expectations, demand for its products may not grow as expected, or may decline.

If Carbon Revolution does not meet applicable government or stock exchange ESG requirements, Carbon Revolution’s reputation may be adversely impacted and it may incur fines and penalties. If Carbon Revolution does not meet investor ESG expectations, the pool of investors willing to invest in Carbon Revolution may decrease which may adversely impact the trading price and volume of Carbon Revolution’s securities and Carbon Revolution’s prospects.

The manufacturing of Carbon Revolution’s wheels involves certain labor-intensive processes, exposure to hazardous chemicals (such as paints) and the use of complex machinery and equipment. There is also a high incidence of new production equipment being commissioned which may increase the risk of workplace incidents or accidents occurring during the commissioning and training phase. In addition, the Mega-line is a construction project involving the installation and use of new equipment and processes in day-to-day production operations. These activities, particularly during the commissioning and training phase, may carry a greater risk to health and safety compared to standard production operations using existing equipment. Workplace injuries have occurred at Carbon Revolution’s production facility from time to time.

Incidents or accidents may occur at Carbon Revolution’s facility that may result in serious injury or death to employees, contractors or other third parties, or damage to property.

Employees of Carbon Revolution or other persons may also suffer injuries from engaging in research and development, and product testing activities, which can involve driving vehicles fitted with Carbon Revolution’s wheels at various speeds and in various conditions.

In addition to the above, employees or other personnel may have mental health issues which may be caused by or exacerbated at the workplace or may affect work performance. Further there is a risk that behaviors or work practices take place at Carbon Revolution, that could result in a psychological safety issue for employees or other personnel. There is a risk that these matters are not identified by management or not brought to management’s attention or are not addressed appropriately.

The occurrence of any workplace incident may result in a fine imposed by a regulatory authority, an interruption of manufacturing operations, a worker’s compensation claim, a work health and safety claim or a damages claim against Carbon Revolution. Such claims or events may not be covered by Carbon Revolution’s insurance or may exceed Carbon Revolution’s insured limits, and may also adversely impact Carbon Revolution’s business and reputation and, thereby, its ability to win new programs. Safety incidents and near misses can also result in delays to project timetables and may adversely impact Carbon Revolution’s operations and profitability.

Carbon Revolution is the recognized leader in the lightweight automotive carbon fiber wheel sector and it has invested significantly in the development of its technologies over the past 15 years. Carbon Revolution holds an extensive intellectual property portfolio, including patents and advanced composite wheel process know-how/trade secrets. Carbon Revolution is aware of certain third-party intellectual property rights that do or may overlap with Carbon Revolution’s processes and technologies and/or wheels. In particular, Carbon Revolution is aware of certain patents in relation to technologies used in carbon fiber wheels that are owned by competitors/industry participants in countries into which Carbon Revolution supplies its carbon fiber wheels (one patent is being challenged by Carbon Revolution) and there is a risk that these competitors/industry participants may allege Carbon Revolution or its products or processes infringe or could infringe these patents. Carbon Revolution may also be using third party intellectual property rights under the mistaken belief that it is licensed to use the rights in the way that it is using them.

It is possible that a third-party could bring a claim against Carbon Revolution or one or more of its customers alleging that Carbon Revolution or the relevant customer(s) are infringing the third party’s rights, including by manufacturing, supplying, exporting or selling Carbon Revolution's wheels (or vehicles featuring such wheels) in one or more jurisdictions around the world.

Carbon Revolution may incur substantial costs to defend any such claims. Carbon Revolution may seek to reach a commercial resolution to any such claims, which may involve Carbon Revolution incurring substantial costs, including the payment of licensing or royalty fees. Carbon Revolution may not be able to successfully defend any such claim and/or may be unable to reach a satisfactory commercial resolution. Carbon Revolution may, if necessary and feasible, seek to implement a change(s) to its wheels or processes to avoid any actual or potential infringement, of a third party's intellectual property rights. This would cause Carbon Revolution to incur additional and significant costs, and could require Carbon Revolution to delay or suspend production of wheels while it seeks to implement the change(s). Any such change(s) may not be successfully implemented or validated and/or the relevant third party could allege that the modified wheels or processes still infringe its rights. Any delay in or suspension of production of any wheels could place Carbon Revolution in breach of its contractual commitments to its customers and, thereby, have a material adverse effect on Carbon Revolution's operations and prospects.

If a third party brought an infringement claim against Carbon Revolution, there is a risk that the third party may seek an interlocutory (temporary) injunction preventing Carbon Revolution from manufacturing or supplying, for example, wheels with any allegedly infringing feature(s) in the particular jurisdiction(s) in which the third party has intellectual property rights which it is seeking to enforce against Carbon Revolution while the relevant infringement claim(s) are pending. If any such motion is granted or court order entered, it may have a material adverse impact on Carbon Revolution’s operations and prospects.

If Carbon Revolution is unable to successfully defend against such claims or proceedings or reach a commercial resolution or other solution to avoid any material impact of such claims or proceedings, Carbon Revolution may be liable to the third party for damages, including compensatory, statutory, additional, punitive, lost profits or enhanced damages and/or an account of profits, and Carbon Revolution may be restrained by a final (permanent) injunction, for example, from manufacturing and supplying wheels with the relevant infringing feature(s) in the jurisdiction(s) in which the third party establishes any such infringement claim(s).

In addition, Carbon Revolution may be liable to its customers for breach of contract/warranty and/or under any indemnity given by Carbon Revolution to its customers in relation to third-party intellectual property claims. This could have a negative impact on Carbon Revolution’s relationships with its customers and its customers’ trust and confidence in Carbon Revolution and its products. All of these matters could have an adverse effect on Carbon Revolution’s financial performance, profitability and prospects.

Carbon Revolution generally prefers to seek patent protection for certain key product-related technologies. Patents are country-specific. A patent application must be filed in each jurisdiction in which patent protection is desired and each patent application will go through a separate process of examination and prosecution in each country or region (in the case of Europe). Additionally, third parties can challenge a patent application or granted patent (depending on the jurisdiction) by a process known as an “opposition”. Oppositions are normally defended by the patent applicant or registered owner (as applicable). Patents give rise to a range of significant costs (particularly when protection is sought and maintained in multiple jurisdictions), including patent attorney professional fees for drafting, advising on and filing patent applications, prosecuting such applications (including responding to patent office objections) and defending oppositions, as well as government/official fees that are charged at various stages, including for filing new applications and registering and renewing patent applications or granted patents (patents must generally be renewed throughout the duration of their term to remain registered and enforceable) As a result, for reasons including costs management purposes, Carbon Revolution only seeks patent protection in the jurisdictions that it considers are key manufacturing or sales markets, including, generally, the USA, China, Japan, Germany, France, the UK and Italy.

There is a risk that Carbon Revolution’s patented technologies will be used and exploited by third parties in jurisdictions in which Carbon Revolution does not have any enforceable rights in relation to those technologies, with the result being that Carbon Revolution is unable to prevent the third parties from using or exploiting the technologies in those jurisdictions. Carbon Revolution may not have patent protection in every country which is or becomes a

market for carbon fiber wheels. This may mean that Carbon Revolution’s competitive advantage is reduced in the countries where Carbon Revolution does not have broad patent protection. This may mean that demand for Carbon Revolution’s wheels may be lower in those countries, as a result of competitor activities, which might adversely affect Carbon Revolution’s financial position and growth prospects.

The scope of protection provided by Carbon Revolution's patents within the same patent family can differ between different jurisdictions. This may arise where Carbon Revolution is required to amend the claims in its pending applications in one or more countries in order to overcome patent office objections that are not raised by the patent offices in other countries. If such amendments are required in certain countries, the scope of protection provided by any patents ultimately granted in those countries may be narrower, and it may be more difficult for Carbon Revolution to prevent competitors broadly adopting the relevant technology in those countries. This may have a material adverse effect on Carbon Revolution's ability to maintain its competitive advantage in any such countries which may have a material adverse effect on Carbon Revolution's financial performance and prospects.

The ability to seek trademark protection via registration of trademarks is also country specific. Carbon Revolution has obtained trademark registrations for certain key trademarks in a limited number of countries. There is a risk that third parties may seek to use trademarks or register trademarks that are the same or similar to Carbon Revolution’s trademarks in countries where Carbon Revolution has not obtained trademark registrations, which could lead to Carbon Revolution’s brand, reputation, goodwill, lost profits or products being confused with those of the third party, which may result in a deterioration in Carbon Revolution’s brand and/or reputation, and/or goodwill, and/or lost profits, and/or a loss of revenue and/or this may prevent Carbon Revolution from using such trademarks in those countries and/or require Carbon Revolution to take costly legal action in such countries to seek to recover or secure any required rights. There is a risk that even in countries where Carbon Revolution has obtained trademark registrations that certain third party actions could lead to similar outcomes. Carbon Revolution may need to incur further expenditure to expand its trademark portfolio to include additional specific trademarks and /or to seek registration in other countries. Carbon Revolution may also need to incur further expenditure to prevent third parties from infringing its trademarks, or in responding to third party actions which lead to Carbon Revolution’s brand or products being confused with those of the third party. If Carbon Revolution takes any such actions, it may not be successful. Additionally, Carbon Revolution may be unable to enforce its unregistered trademarks in countries in which it does not have a sufficient reputation in the trademarks including where the marks are found to be too descriptive and not distinctive of Carbon Revolution. A potential infringer may seek to make the same or similar arguments in defending any infringement claim relating to Carbon Revolution's registered trademarks in any relevant countries.

Carbon Revolution’s carbon fiber composite wheels and manufacturing processes are technically complex. Carbon Revolution has developed valuable know-how and trade secrets which protect key technologies that enable Carbon Revolution to produce high quality products, effectively and efficiently.

If Carbon Revolution’s confidential know-how and/or trade secrets were misappropriated or accessed without Carbon Revolution’s authorization, disclosed publicly or shared with its competitors, other companies could develop technologies, designs or products that effectively compete with Carbon Revolution, which could reduce Carbon Revolution’s sales and profitability and its competitive position.

Carbon Revolution generally seeks to protect certain key product-related technologies with patents, and generally prefers to protect process-related technologies as trade secrets.

If Carbon Revolution elects to seek patent protection, it must file patent applications in each country in which it wishes to obtain a granted patent. Until a patent has been granted in a country, Carbon Revolution will not have any enforceable patent rights in the relevant country in relation to the invention that is the subject of the pending application. A patent will not necessarily be granted in each country in which Carbon Revolution files an application. A patent office may refuse Carbon Revolution’s application, or reduce its scope. A patent examiner may determine, for example, that Carbon Revolution’s invention is not new or sufficiently inventive and Carbon Revolution may not be able to persuade the examiner otherwise. Additionally, even if a patent examiner agrees that the invention is

patentable and the application is accepted or granted, a third party may be able to successfully challenge the application or patent. Either way, Carbon Revolution may be unable to obtain patent protection for the invention in one or more countries in which Carbon Revolution seeks such protection or such protection may be more limited in scope than anticipated and may not protect all aspects of the technology described in the patent specification. Further, publication of patent applications is a normal step in the patent process. The consequence of this is that any complete application describing the details of any invention for which Carbon Revolution seeks patent protection will be published (unless the application is withdrawn by Carbon Revolution before that occurs, to the extent that is possible) and the information in the patent application about the invention will enter the public domain. Publication may occur even if Carbon Revolution does not obtain a granted patent.

The patent application process is lengthy and costly and Carbon Revolution may not have sufficient financial resources at all relevant times to fully fund pursuing comprehensive patent protection for all patentable inventions which it owns in all key jurisdictions. This may mean that Carbon Revolution is unable to protect all such inventions in all or some of the jurisdictions in which it manufactures or supplies its wheels.

If a patent is not ultimately granted in a country, Carbon Revolution will not be able to prevent a third party from using or exploiting the relevant published invention in that country. If Carbon Revolution does not hold valid patent protection for an invention incorporated in a Carbon Revolution wheel and a third party is able to reverse-engineer the invention from analyzing the wheel, Carbon Revolution may be unable to prevent the third party from using the relevant technology.

There is a risk that Carbon Revolution may be unable to protect its process trade secrets. Existing records may not be sufficient to establish that particular trade secrets are held, controlled or owned by Carbon Revolution, which may mean that Carbon Revolution is unable to protect the relevant sensitive materials and/or information. Additionally, relevant sensitive information may be inadvertently or deliberately disclosed to the public (including to actual or potential competitors) without authorization (in breach of confidentiality obligations) by an employee or another recipient of the relevant information. Similarly, such individuals may disclose relevant sensitive information to a third party under the mistaken belief that a confidentiality agreement is in place with the third party, when that is not the case. Similarly, sensitive information may be improperly accessed by a third party such as by a security breach, ransomware, hack or other intrusion. If a trade secret is accessed, disclosed or shared without authorization, Carbon Revolution may be unable to recover and reinstate protection over the information when it becomes aware of the issue and the technology may thereby cease to be protected (to the extent the technology has been disclosed).

Where Carbon Revolution has obtained patent protection for a technology, the patents Carbon Revolution holds will each have a fixed lifespan, which is generally 20 years from the applicable filing date. Once this period has expired, the patent will lapse and the technology will become free for any third party to use without restriction.

If Carbon Revolution’s suppliers own any intellectual property which Carbon Revolution has contributed to, and/or Carbon Revolution is not able to register or otherwise protect any intellectual property it has created or contributed to relating to the supplier's goods or services, and Carbon Revolution does not have exclusive supply arrangements in place with the relevant supplier, subject to any applicable confidentiality obligations, the supplier may be free to supply the relevant goods or services (possibly including in such circumstances any improvements created or contributed to by Carbon Revolution) to Carbon Revolution’s competitors.

Registered intellectual property rights generally need to be renewed on an ongoing basis to remain registered and enforceable. If Carbon Revolution missed a renewal deadline due to an administrative error or oversight, for example, and an extension of time could not be secured to renew any relevant rights, such rights could lapse and cease to be enforceable.

If Carbon Revolution is unable to protect (and maintain protection over) its intellectual property, it may have a material adverse effect on Carbon Revolution’s business, operating results and financial performance.

Our business and prospects depend on our ability to develop, maintain, and strengthen the Carbon Revolution brand. Promoting and positioning our brand will depend significantly on our ability to provide high quality wheels to our OEM customers. In addition, we expect that our ability to develop, maintain, and strengthen our brand will also depend heavily on the success of our branding efforts. To promote our brand, we need to incur increased expenses, including product demonstrations. Brand promotion activities may not yield increased revenue, and even

if they do, the increased revenue may not offset the expenses Carbon Revolution incurs in building and maintaining our brand and reputation. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers and partners, or retain our existing customers and partners and our business and financial condition may be adversely affected.

Moreover, any negative publicity relating to our employees, current or future partners, our technology, products, or customers who use or products, or others associated with these parties, may also tarnish our own reputation simply by association and may reduce the value of our brand. Additionally, if safety or other incidents or defects in our wheels occur or are perceived to have occurred, whether or not such incidents or defects are our fault, we could be subject to adverse publicity, which could be particularly harmful to our business given our limited operating history. Given the popularity of social media, any negative publicity about our products, whether true or not, could quickly proliferate and harm customer and community perceptions and confidence in our brand. Other businesses, including our competitors, may also be incentivized to fund negative campaigns against our company to damage our brand and reputation to further their own purposes. Future customers of our products and services may have similar sensitivities and may be subject to similar public opinion and perception risks. Damage to our brand and reputation may result in reduced demand for our products and increased risk of losing market share to our competitors. Any effort to restore the value of our brand and rebuild our reputation may be costly and may not be successful, and our inability to develop and maintain a strong brand could have an adverse effect on our business, prospects, financial condition, and operating results.

Our ability to obtain, protect, and maintain trademark registrations in commercially important jurisdictions is subject to the same risks of government approval, third-party challenge, maintenance, and enforcement as we have noted for Carbon Revolution’s patents. Such risks could lead to an inability to maintain our brand and could have an adverse effect on our business, prospects, financial condition, and operating results.

If Carbon Revolution identifies that a third party may be infringing Carbon Revolution’s rights, Carbon Revolution may decide to notify the third party of its concerns. If the third party dismisses Carbon Revolution’s concerns, refuses to provide any requested information or otherwise refuses to provide Carbon Revolution with adequate assurances that address Carbon Revolution’s concerns, Carbon Revolution may need to take further legal action against the third party. If Carbon Revolution takes such action, Carbon Revolution may not be successful.

Carbon Revolution may be unable to establish that the third party’s product or process infringes Carbon Revolution’s rights (such as where the competitor has adopted Carbon Revolution’s technology but modified it to a sufficient extent to avoid infringement) and/or a third party may be able to successfully establish that Carbon Revolution is not entitled to enforce its intellectual property, either because Carbon Revolution does not own, or otherwise have the right to enforce the intellectual property or because the asserted rights are invalid.

Additionally, even if Carbon Revolution is able to establish that its intellectual property rights have been infringed, it may not be awarded all of the remedies that it seeks.

A third party may also independently challenge Carbon Revolution’s intellectual property. For example, a third party may oppose or apply to revoke/cancel a Carbon Revolution patent application or granted patent. If this occurred and Carbon Revolution considered the challenged patent application or patent was sufficiently important and valuable, Carbon Revolution would defend the opposition or claim.

A third party may also claim that it owns intellectual property which Carbon Revolution claims it owns. For example, a customer or supplier may argue that under the relevant contract between the parties it is entitled to own (or jointly own) or that they have exclusive rights to use intellectual property which Carbon Revolution claims as its own. If the parties were unable to reach a commercial resolution, litigation may ensue.

For example, Carbon Revolution’s OEM customer contracts contain intellectual property provisions which are largely in favor of the respective OEM customers and which vary between different OEM customer contracts. Generally, under these provisions, the OEM may own (or jointly own) or have the right to use (in some cases on an exclusive basis for a period) certain intellectual property developed by Carbon Revolution in connection with the relevant contract/order, as well as the right to use other relevant intellectual property owned by Carbon Revolution, including to manufacture the contracted wheels or have those wheels manufactured by a third party (which could be a Carbon Revolution competitor), including in certain circumstances, such as where Carbon Revolution is unable to

supply the contracted wheels in accordance with the relevant contract. If an OEM exercised any such rights, it may result in the disclosure of sensitive Carbon Revolution technology to one or more of Carbon Revolution’s competitors. Additionally, in some cases, and in the absence of a separate non-disclosure agreement with the OEM, these provisions may not provide for effective confidentiality protection over all technical information which Carbon Revolution provides to the OEM. With respect to certain OEMs, Carbon Revolution has procured a deviation or letter of comfort which is intended to clarify or modify the effect of certain relevant provisions. Subject to the terms of the applicable contract, if the OEM customer has an ownership interest or exclusive rights in respect of any Carbon Revolution-developed intellectual property, there is a risk that the customer may claim that Carbon Revolution has used such intellectual property for another customer in breach of Carbon Revolution’s obligations and/or thereby infringing the customer’s rights. This claim could adversely impact Carbon Revolution’s relationship with the relevant customers, cause the customer’s future orders of Carbon Revolution’s wheels to decline, result in confidential information of Carbon Revolution being revealed to its competitors, and/or limit Carbon Revolution’s ability to exploit technology it has developed other than in connection with supplying the relevant contracted wheels (or related services) to the relevant OEM customer. Any of these outcomes could have a material adverse effect on Carbon Revolution’s operations and financial position and performance.

If Carbon Revolution is required to take legal action against a third party to enforce or defend its intellectual property rights, or otherwise becomes involved in intellectual-property related disputes, litigation or other proceedings, Carbon Revolution would incur significant legal costs and the attention of key personnel may be diverted from operational activities to address such matters.

If Carbon Revolution is unable to protect, control or enforce its intellectual property including any intellectual property it has developed, Carbon Revolution’s competitive position may decline and sales may decrease or not increase to the level anticipated, which would adversely impact Carbon Revolution’s financial performance and prospects.

Carbon Revolution engages in research and development activities, including with third parties, on a regular basis.

Where intellectual property is created by two or more parties, the parties may jointly-own the intellectual property, unless they have agreed otherwise. A joint owner of intellectual property is generally unable to use or exploit the intellectual property without the consent of the other joint owner(s).

If Carbon Revolution develops intellectual property in conjunction with other parties, the intellectual property may be jointly owned and Carbon Revolution may be unable to use or exploit it as Carbon Revolution sees fit, unless Carbon Revolution reaches an agreement with the other joint owner(s) which gives Carbon Revolution exclusive ownership of the relevant intellectual property or at least the right to use the intellectual property as Carbon Revolution desires. If Carbon Revolution has not secured or is unable to secure such an agreement, Carbon Revolution may be restricted from using the relevant intellectual property, or alternatively securing such agreement may cost more than expected or may be on terms not favorable to Carbon Revolution. Depending on the nature and importance of the intellectual property, this may have an adverse effect on Carbon Revolution’s design, development or manufacturing activities, which could in turn have an adverse effect of Carbon Revolution’s financial performance and prospects.

Carbon Revolution relies on its own information technology systems and on information technology systems provided by third-party technology vendors to perform key functions and support its operations, including its production processes. Carbon Revolution also holds sensitive employee and customer data and information related to its intellectual property. Carbon Revolution’s IT systems may be adversely affected by a number of sources, including natural disasters, power losses, computer systems failures, internet and telecommunications or data network failures, operator negligence, improper operation by or supervision of employees or contractors, physical and electronic losses of data and similar events, computer viruses, penetration by hackers seeking to disrupt operations or misappropriate information and other breaches of security.

Additionally, as Carbon Revolution’s operations grow, they will also become more complex and require more complex IT support. Introducing more complex and sophisticated IT systems may require additional resources or divert management attention. Implementation of new systems may not be successful.

Any failure of, or damage or interruption to Carbon Revolution’s information systems or those provided by third-party technology vendors may compromise Carbon Revolution’s data integrity (which may result in an inadvertent security breach in relation to such data) and may lead to unauthorized access to Carbon’s Revolution’s intellectual property or automated aspects of its manufacturing. As a result, Carbon Revolution may lose critical or commercially sensitive data or intellectual property, may incur significant costs to rebuild or re-establish its information systems or respond to regulatory inquiries or actions, and may be exposed to third-party claims.

Exploitation, unauthorized access or hacking of the systems or networks on which Carbon Revolution data is stored, could lead to corruption, theft or loss of the Company’s data and proprietary information. This could cause disruption to the Company’s operations, unauthorized disclosure of confidential and proprietary information to third parties (including actual or potential competitors) and may result in regulatory action against the Company for breach of privacy and data protection laws, and may have a material adverse effect on the Company’s operations, financial position or performance. In early 2019, there was an instance of unauthorized access of Carbon Revolution’s IT systems which involved unauthorized access to one email account. When the unauthorized access was identified, the access was terminated immediately and steps were then taken to increase security. There have been no known repeat events of unauthorized access of the Company’s IT systems. There was no material impact to the Company’s operations or its financial condition as a result of this unauthorized access.

Carbon Revolution’s board of directors actively participate in the development of Carbon Revolution’s cyber security policies, procedures and protections and the oversight thereof is included in Carbon Revolution’s risk framework, with responsibility therefor assigned to the audit and risk committee of the Carbon Revolution Board.

If Carbon Revolution is not able to operate its IT systems as a result of any of the above issues and it is required to run its production equipment with manual instruction or records, Carbon Revolution may not be able to produce the same volume of wheels and it may therefore be unable to meet customer demands and supply requirements.

One or more of Carbon Revolution’s customers impose or may in the future impose IT and cybersecurity compliance obligations which may require Carbon Revolution to upgrade its cybersecurity systems and processes and/or allow Carbon Revolution’s systems to be audited. Implementing these compliance requirements and facilitating audits may require additional resources, divert management attention and expose sensitive information to review by auditor representatives. Failure to implement these requirements or facilitate audits may result in a deterioration of the relationship with the relevant customer, result in a claim for breach of contract, cause or contribute to increased cybersecurity risks for Carbon Revolution, and/or lead or contribute to a loss of sales or failure to win new programs with existing or new OEM customers.

Carbon Revolution receives and holds confidential information of third parties, such as Carbon Revolution’s customers and suppliers, pursuant to confidentiality obligations. This information is held on Carbon Revolution’s servers and may be downloaded and saved on local hard drives. If there was a security breach of Carbon Revolution’s IT systems and/or Carbon Revolution was otherwise the victim of an IT intrusion, hack, ransomware or the like, there is a risk that such third-party confidential information could be accessed, downloaded or used by other parties without the consent of the relevant third party to which Carbon Revolution owes confidentiality obligations. This could expose Carbon Revolution to liability to any such third party if the third party made a claim for breach of contract or negligence, for example, against Carbon Revolution, Carbon Revolution may be required to incur legal costs with respect to any such claim, and the dispute may divert the attention of key personnel. If the relevant information was confidential to a Carbon Revolution customer, any dispute in relation to the matter could have an adverse effect on Carbon Revolution’s relationship with the customer that may lead to reduced wheel sales to the customer and thereby adversely affect Carbon Revolution’s profitability and performance. Similarly, if the information was confidential to a key supplier, any dispute could adversely affect Carbon Revolution’s relationship with the key supplier, which could have an adverse impact on Carbon Revolution’s operations if Carbon Revolution is unable to procure the relevant goods or services from the supplier on acceptable terms or at all.

If any third-party IT systems are integrated or linked to Carbon Revolution’s IT systems, they could be exposed if Carbon Revolution’s IT systems are subjected to a security breach, IT hack, ransomware or other intrusion depending on the vulnerability of the third party’s IT systems. If this occurred, it could expose Carbon Revolution to liability for breach of contract or negligence in certain circumstances and/or damage Carbon Revolution’s relationship with the third party. Any such circumstance may have an adverse effect on Carbon Revolution’s operations, production processes, financial performance and prospects.

Carbon Revolution operates in a competitive industry, and its competitors could include existing wheel manufacturers, new entrants and OEMs. Carbon Revolution’s competitive position may deteriorate, as a result of the action of any of these participants or also as a result of deterioration of its relationship with its customers.

Competitors may enter the market and take market share from Carbon Revolution. Competitors may accelerate taking market share from Carbon Revolution by developing equivalent or better technology for one piece carbon fiber wheels, and/or by offering equivalent or better pricing, service and/or fulfilment rates than Carbon Revolution offers. Competitors which are more financially secure than Carbon Revolution may take market share from Carbon Revolution by offering more supply security for customers than Carbon Revolution currently offers. OEMs may seek to establish alternative options for carbon fiber wheel supply to increase their own supply security and establish competitor supply tension. Existing manufacturers of steel or aluminum wheels may seek to produce their own carbon fiber wheels. Any increase in the number of players manufacturing carbon fiber wheels may affect the demand for Carbon Revolution’s wheels and may result in downward pricing pressure for carbon fiber wheels which would impact Carbon Revolution’s profitability, financial performance and prospects. See “Business of Carbon Revolution and Certain Information About Carbon Revolution—Competition” for more information on Carbon Revolution’s main competitors.

If Carbon Revolution fails to maintain product design, manufacturing and performance leadership in the global automotive carbon fiber wheel market, Carbon Revolution may have to quote lower prices in order to win programs, which could result in lower than expected margins; or programs may be awarded to competitors, which could result in lower sales. In addition, other wheel technologies may be developed which are lighter than carbon fiber wheels, and/or cheaper to make, and/or have other characteristics which make them more attractive to purchase for OEMs or end consumers than carbon fiber wheels. Any such circumstance may reduce Carbon Revolution’s profitability and revenue.

As of July 28, 2023, Carbon Revolution has twelve active awarded programs with five OEMs, of which six programs are currently in production with four of those OEMs and a further six awarded customer programs are in development or yet to enter production. A further three programs are under detailed design and engineering agreements with three OEMs which are a subset of the aforementioned five OEMs. Therefore, the number of customers that Carbon Revolution currently has awarded programs or programs in design and engineering with, is currently relatively concentrated, and the number of programs which Carbon Revolution has in production at any single point in time is relatively concentrated. In addition, the wheel programs Carbon Revolution has been awarded are relatively concentrated in terms of vehicle type (being limited to premium and high-performance vehicles and premium performance SUVs and pickups across internal combustion engine and electric vehicles).

Carbon Revolution’s OEM customers can readily terminate their relationship with Carbon Revolution should they choose to do so including by ceasing ordering wheels from Carbon Revolution, and can significantly reduce orders, should they choose to do so, without major disruption to their business as Carbon Revolution’s wheels are an optional upgrade in most instances and therefore the OEM customer generally has an alternative metal wheel that can be fitted to the relevant vehicle.

The effect of losing any one OEM customer, or customer program (depending on its size), may significantly adversely affect Carbon Revolution’s financial condition, cash flow and liquidity position.

Also, in order to expand the type of customers, vehicle types and wheel programs, Carbon Revolution may be required to reduce its wheel prices to open a larger addressable market. It may not be able to do so easily and its gross margins and profitability may decline, which may have a material adverse impact on Carbon Revolution’s financial performance and prospects.

Carbon Revolution’s relationship with its OEM customers is governed by contract which is based on the standard contracts of the customer. In order to assist Carbon Revolution’s cash position, Carbon Revolution has requested and may request in future non-standard contractual terms or changes of already agreed contractual terms, shorter payment terms or advance payments. As a result of such requests Carbon Revolution’s OEM customers may qualify Carbon Revolution as a “distressed supplier”, that is, a supplier facing financial or operational difficulties. Carbon Revolution has had and continues to have negotiations with customers arising from certain “non-standard” terms that it has proposed. This may result in a deterioration of the business relationship and may create the risk that those OEM customers pursue opportunities with competitors of Carbon Revolution, which would cause Carbon Revolution’s revenue, profitability and/or market share to decline.

The addressable carbon fiber wheel market and demand for carbon fiber automotive wheels may be smaller than Carbon Revolution anticipates. This may occur if the benefits of carbon fiber wheels are not perceived or well received in the industry, if the cost of carbon fiber wheels remains high, if alternative products are brought to market, or if market and industry trends cause a decline in demand for lightweight, high-performance carbon fiber wheels.

If the size of the market in which Carbon Revolution operates is smaller than anticipated or demand for carbon fiber wheels is lower than anticipated, Carbon Revolution’s products may be limited to high end performance and luxury vehicles. This may restrict Carbon Revolution’s ability to achieve its growth objectives which, in turn, may adversely impact its prospects. Additionally, Carbon Revolution also intends to pursue growth opportunities in adjacent markets, including the aerospace industry, and the industrial, freight and logistics market. The barriers to entry in these markets may be higher than anticipated, the length of time taken to enter these markets may be longer than anticipated and there is no guarantee Carbon Revolution’s products will be accepted in these markets to the extent Carbon Revolution anticipates, or at all, and this may impact Carbon Revolution’s ability to diversify into adjacent markets.

As stated in “Business of Carbon Revolution and Certain Information About Carbon Revolution—Business Model and Strategic Priorities—Future Expansion Opportunities”, the Australian Defence Force has already accepted virtual validation of the wheel designed by Carbon Revolution for the Boeing CH-47 Chinook helicopter, which would be the Company’s first entry to the aerospace market. There is a risk that the Company is not able to secure the funding required to progress this project to the next stage, being the production and validation of physical prototypes. There is a further risk that the prototype production or validation processes are more challenging than expected, cost more than expected or take longer than expected and there is a risk that the Company is not able to achieve validation of the physical wheel, or is not able to commercialize the wheel due to the cost and price thereof and/or limited demand.

Carbon Revolution may not be able to meet customer demand for its wheels, whether such demand remains at current levels or increases, due to a variety of factors, including due to financial and operational challenges outlined in this “Risk Factors” section. In such circumstances Carbon Revolution will forego revenue and market share which it otherwise may have been able to capture. This may further delay Carbon Revolution reaching profitability and becoming cash flow positive, or otherwise reduce Carbon Revolution’s profitability and financial performance. If Carbon Revolution does not meet contractual minimum quantities which Carbon Revolution commits to in its

contracts with customers (an obligation to have capacity to supply a specified minimum quantity of wheels for a given time period), it may become liable for damages towards its customers. This may also impact Carbon Revolution’s cash flow and profitability and in turn its financial performance and position.

Supply agreements with Carbon Revolution’s customers may contain terms that oblige Carbon Revolution to deliver the wheels to the customer’s overseas facilities (instead of making wheels ready for dispatch at Carbon Revolution’s facilities) before Carbon Revolution is entitled to claim payment of the price and recognize the individual sale as revenue. Shipping times can take up to several months.

As such, Carbon Revolution’s financial results may be adversely impacted if revenue is recognized upon delivery to customers.

Carbon Revolution’s forecasts are predicated on various assumptions relating to demand for its wheels. Under Carbon Revolution’s current OEM supply contracts, which are typical of the industry, customers are not committed to purchase a minimum number of wheels and therefore there is no guarantee that Carbon Revolution will secure the sales volume it anticipates from its existing customer contracts. This may occur for reasons outside Carbon Revolution’s control, including if demand for the OEM’s vehicle on which Carbon Revolution’s wheels are included is lower than expected, or where Carbon Revolution’s wheels are an option on the relevant vehicle, the frequency with which consumers elect to purchase the option is lower than anticipated by Carbon Revolution. There is also no guarantee that customer programs will commence at the expected time or that the ramp in volumes will be as expected. Additionally, Carbon Revolution has a number of engineering contracts and is also in early stage discussions with a range of other OEMs, and failure to convert this pipeline of potential programs and customers into additional contracts, delay in timing of new programs, or any other failure to sell the volume of wheels, at the targeted price and margin, that Carbon Revolution anticipates (for example, if Carbon Revolution cannot reduce production costs or if its addressable market is smaller than anticipated), will result in Carbon Revolution failing to meet its growth targets, which will adversely impact Carbon Revolution’s performance and prospects.

The forward-looking statements, opinions and estimates provided in this document, including the Financial Projections, rely on various estimates, contingencies and assumptions, some of which are described in the section “Shareholder Proposal 1 – The Business Combination Proposal—Certain Unaudited Carbon Revolution Projected Financial Information”. Various factors, both known and unknown, may impact Carbon Revolution’s performance and may cause actual results to vary significantly from expected results. Accordingly, our future financial condition and results of operations may differ materially from our projections. Our failure to achieve our projected results could harm the trading price of MergeCo’s securities and its financial position following the completion of the Business Combination. Neither Carbon Revolution nor Twin Ridge have any duty to update the Financial Projections included in this proxy statement/prospectus.

Having been selling wheels to OEMs since 2015 on a small number of programs to date, Carbon Revolution has a relatively limited operating history and has not yet become profitable, and, as such, its operating history does not provide a meaningful basis for investors to evaluate the business or its financial performance and future prospects. Accordingly, investors should consider Carbon Revolution’s business and prospects in light of the risks, uncertainties, expenses and challenges that an early stage business may face. Carbon Revolution intends to further industrialize its operations and achieve scale in its wheel sales to achieve a material reduction in its unit costs of production. As such, Carbon Revolution’s ability to achieve its anticipated growth is dependent to a significant degree on the successful implementation of its industrialization plans and growth strategy, which are described under “Business of Carbon

Revolution and Certain Information About Carbon Revolution—Business Model and Strategic Priorities—Automotive Market Trends & Growth Focus”. There is a risk that these plans may not be successful, or may take longer or cost more than anticipated.

There can be no guarantee that Carbon Revolution will achieve its stated objectives or that any forward-looking statement or forecast will be realized.

Carbon Revolution is not yet profitable and expects to improve margins by significantly reducing labor costs per wheel and materials costs on a per wheel basis both in the near term and in the longer term.

Carbon Revolution expects to reduce materials costs in the near term by reusing and reducing cut carbon fiber waste, negotiating planned improved prices as a result of volume increases, shifting its strategy from being a spot buyer to a long term contracted buyer for key materials, and consolidating consumables purchases from many suppliers to a smaller number of suppliers. Carbon Revolution expects to reduce labor costs in the near term by creating a fixed labor operating leverage that drives efficiency as volumes scale, automating processes via robots and conveyor systems of the Mega-line to replace human labor, and creating further labor efficiencies through planned cycle times and lean process improvements.

However, there is a risk that these measures cannot be applied or realized or that these measures do not result in the expected savings. For example, Carbon Revolution may not find suitable uses for cut fiber waste or the price reduction does not eventuate or cannot be negotiated with the suppliers as expected, or the automation process does not progress or show the results as expected.

Carbon Revolution is exposed to changes in prices of key inputs including raw materials, energy and labor costs, including those related to inflation, international conflicts (such as the Ukraine conflict), and supply chain disruptions related to COVID-19.

Any increase in the cost of labor, carbon fiber, resins, energy costs or other key manufacturing inputs will increase the costs incurred by Carbon Revolution in production of its wheels which could reduce Carbon Revolution’s profitability and may have a material adverse effect on Carbon Revolution’s financial performance and position.

The financial information in Carbon Revolution’s financial statements is presented in Australian Dollars, and Carbon Revolution incurs the majority of its costs in Australian Dollars. However, a substantial amount of Carbon Revolution’s revenues from wheel sales are generated in currencies other than Australian Dollars.

Although we enter into certain hedging arrangements with respect to fluctuations in currency exchange rates and these foreign exchange exposures will also be reduced by the natural hedging that arises from the purchase of raw materials and manufacturing equipment also denominated in foreign currencies, Carbon Revolution is subject to adverse exchange movements, particularly, adverse movements in the USD:AUD exchange rate and EUR:AUD exchange rate. This risk is expected to become more significant in the future (as foreign denominated revenue is anticipated to grow as the vast majority of our planned growth in the near term is expected to come from customers that are located in the U.S. and such foreign denominated revenue is expected to increase in parallel to our overall revenue growth).

Furthermore, Carbon Revolution may not have the ability to enter into foreign exchange hedging contracts with financial institutions or may not be able to enter into these contracts on favorable terms. As such, adverse movements in exchange rates mentioned above may materially impact Carbon Revolution’s financial condition and liquidity position.

Government legislation and policies are subject to review and change from time to time. Carbon Revolution’s operations may be affected by changes in international, federal, state or local government laws, regulations or policies which impact on Carbon Revolution’s ability to operate, or sell products in particular markets. In particular, Carbon Revolution sells all of its products overseas, and the introduction of tariffs or other regulations impacting international trade could impact its ability to sell its products, the price it receives for them, or its margins, and this could adversely impact its profitability, financial performance and position.

New legislation or regulations may also result in additional costs being incurred in achieving compliance with such legislation or regulations. Failure to comply with such legislation or regulations may result in fines, penalties and other expenditure and may also result in reputational damage for Carbon Revolution.

Carbon Revolution expects to fund the working capital requirements associated with the growth in project revenues, in part, through securing increased working capital facilities. The extent and cost of working capital financing available may be impacted by factors including the terms of its customer contracts, approvals from customers, approvals from existing debt providers, the amount of security available for debt providers and broader debt market conditions (including interest rates).

Carbon Revolution plans to continue to make investments to support its growth and may require additional funds to do so, including in order to develop new products, enhance technology, scale and improve operating infrastructure, or acquire complementary businesses and technologies. To allow Carbon Revolution to fund its operations or realize its envisaged growth, Carbon Revolution may need to secure further working capital financing. In addition, the ability to put in place working capital facilities may be limited by restrictions in the New Debt Program and Carbon Revolution may experience difficulties in securing this or it may be more expensive than anticipated.

Any inability to raise funds when required, or on favorable terms, may have a material adverse effect on the continued development or growth prospects.

Carbon Revolution is exposed to risks arising from failure or inability to comply with applicable laws, regulations and OEM standards and conditions, including environmental laws and regulations, that apply in Australia and the international jurisdictions in which Carbon Revolution operates and sells its wheels. As a result, Carbon Revolution may be exposed to fines, litigation, or compensation to customers, regulators or other stakeholders. This may adversely impact Carbon Revolution’s reputation and financial performance and position. See “—Carbon Revolution’s business may be impacted by climate change, existing or new environmental regulations, and related risks.” for more information on the risks posed by compliance with environmental legal requirements.

To the extent that Carbon Revolution’s plans involve engagement with customers in the defense sector, such as the Australian Defence Force or other military customers, and involvement in the defense supply chain, Carbon Revolution will be required to comply with additional requirements and obligations in relation to security and export control. These requirements may require Carbon Revolution to incur expenditure in order to comply, and may cause delays in meeting defense program requirements.

Regulatory and OEM compliance costs may adversely affect Carbon Revolution’s cash position.

Operating internationally, including by conducting manufacturing in locations with lower labor costs, and continuing to expand our business in new geographies is important to our continued success and growth. As a result of our international operations and sales efforts, we face numerous challenges and risks that could harm our international operations, delay new product releases, increase our operating costs, and hinder our ability to grow and detect underlying trends in our operations and business, and consequently adversely impact our business, financial condition, and results of operations. Such risks include, but are not limited to, the following:

Carbon Revolution’s labor costs, raw material and services costs, and other operating costs are dependent on the general economic market situation including inflation and raising interest rates. As described under the risk factor above titled “— The margin received by Carbon Revolution for its wheels may be lower than expected. Similarly, Carbon Revolution may not recover engineering and development or tooling costs from its customers to the extent expected”, Carbon Revolution may not be able to pass through all of its incurred costs for engineering, development or tooling or an increase of such costs to its customers which may impact Carbon Revolution’s ability to generate revenue. Failure to generate sufficient revenue may in turn impact Carbon Revolution’s financial performance and position.

Not being able to pass through costs to Carbon Revolution’s customers may also lead to Carbon Revolution needing to raise more funding which, as shown under the risk factors above titled “—Working capital financing may not be available, or may cost more, to fund the expected growth in working capital requirement of Carbon Revolution’s business”, and “—Carbon Revolution will need to raise additional funds by equity, debt, or convertible debt financings, to support its growth, and those funds may be unavailable on acceptable terms, or at all. As a result, Carbon Revolution may be unable to meet its future capital needs, which may limit its ability to grow and jeopardize its ability to continue its business”, may not be available or not available on acceptable terms which also may have an adverse effect on the continued development or growth and may impact Carbon Revolution’s financial performance and prospects.

Carbon Revolution strongly invests in research and development work to improve its product technology and production efficiency, to bring its production processes to full industrialization, expand its production capacity, and to further develop an increased number of customer programs.

The cost of such research and development work has in the past been and may be higher than expected, or results have in the past been and may be delivered later than expected. Research and development work may result in no benefit at all. These outcomes may adversely affect Carbon Revolution’s ability to move programs from the development phase into a supply phase and may diminish Carbon Revolution’s prospects of securing new programs with existing and new customers. It may also adversely impact Carbon Revolution’s product technology and innovation pipeline, its plans to improve production efficiency and reduce the cost of producing wheels, and its

industrialization and/or capacity expansion plans. This may impact Carbon Revolution’s ability to achieve expected levels of sales and profitability and therefore its financial performance and growth prospects.

If Carbon Revolution is not able to obtain sufficient short-term financing to pay its expenses incurred prior to the completion of the Business Combination or if Carbon Revolution does not otherwise reach profitability, it will not be able to realize the benefit of accumulated tax losses. As of June 30, 2022, Carbon Revolution had income tax losses of $129.1 million and R&D tax credits of $23.0 million at year end (2021: income tax losses $100.8 million and R&D tax credits $12.6 million) for which no deferred tax asset is recognized on the statement of financial position as they are currently not considered probable of realization.

Carbon Revolution is a recipient of grant funding under various grants that include obligations to repay grant funding received in certain circumstances, including where Carbon Revolution is in breach of certain obligations under the relevant agreements, such as, where applicable, by giving up ownership of assets purchased with grant funds without consent, using the grant funding for unauthorised expenditure, or failing to comply with budget, timeline, reporting or other requirements. If Carbon Revolution was required to repay any such funding, it may have a negative impact on Carbon Revolution’s available funds, and may require Carbon Revolution to delay or cancel planned investments for increasing its production capacity, which could have a material and adverse impact on Carbon Revolution's cash flow and financial condition.

Carbon Revolution has received all A$10 million in grant payments under a Victorian Government Grant of A$10 million. The final installment of A$2 million was received in December 2022 in advance of Carbon Revolution achieving certain milestones relating to CAPEX and people employed in FY23, FY24 and FY25. In December 2022, a payment of A$9 million was received from the Australian Federal Government for the Manufacturing Integration Stream Grant (“MMI grant”) for Carbon Revolution’s project entitled “A sustainable and efficient wheel supply to the global electric vehicle market”, a key part of which is supporting Carbon Revolution to scale up its production capacity. This $9 million payment was received following Carbon Revolution requesting an acceleration of the funding under the MMI grant for bridge financing purposes. A further A$3 million payment under this grant is expected to be paid late in fiscal year 2024.

Under the relevant grant agreements, the government has a right to require all or part of a grant to be repaid in certain circumstances (which in some cases vary between the different agreements), including where Carbon Revolution defaults under the agreement (and, if applicable under the relevant agreement, where a remediable breach is not remedied), where the government terminates the agreement for cause (such as where Carbon Revolution breaches the agreement, or provides misleading information, becomes bankrupt or insolvent, enters into a scheme of arrangement with creditors, or comes under any form of external administration), where the grant agreement is cancelled or reduced in scope due to a change in government policy, or where Carbon Revolution undergoes a change in control which the government reasonably believes will negatively affect Carbon Revolution’s ability to comply with the agreement.

Any failure by Carbon Revolution to comply with relevant requirements under the MMI grant agreement, may also impact Carbon Revolution’s eligibility for the expected future grant installment under that agreement. If existing funding is clawed back, for example, Carbon Revolution may be unable to repay all of the funding sought to be clawed back, or repaying any amount clawed back may require Carbon Revolution to divert amounts intended for other expenditure, including to support increasing its production capacity. If that occurred, Carbon Revolution’s cash flow and financial condition may be materially and adversely affected.

Due in part to Carbon Revolution's funding position following the execution of the MMI grant agreement, Carbon Revolution has been delayed from complying with the expenditure requirements and early milestones under the agreement, resulting in a risk that Carbon Revolution is in breach of its obligations under the grant agreement. Carbon Revolution has previously reported its progress to the Government and the company will be submitting a revised activity budget and schedule together with a request for an extension of time to complete the project. There is a risk that the Government does not approve any revised budget or schedule and/or may not grant Carbon Revolution an extension of time to complete the project, and may seek to claw back funding provided to the company.

Carbon Revolution may be involved in disputes or litigation with third parties including suppliers, customers, employees, former employees and government bodies in the ordinary course of business.

Carbon Revolution has in the past received claims, allegations or suggestions from customers or suppliers that it has or may have been in breach of a contractual or other obligation or otherwise owes such third parties money. Some of such issues remain unresolved and may result in contractual dispute, litigation or Carbon Revolution agreeing to settlement terms involving Carbon Revolution paying a settlement sum to one or more such third party and may also result in a deterioration of the relationship with such third party which may have a material adverse impact on Carbon Revolution’s financial performance and condition.

Litigation proceedings may be costly, may consume the attention and resources of management and other personnel, may impact relationships with the relevant counterparty, and may impact Carbon Revolution’s reputation, and therefore may have a material adverse effect on Carbon Revolution’s business, cash flow, and financial position.

An adverse finding in a litigation may also result in Carbon Revolution being required to pay the legal costs of the other party and damages or other amounts awarded in favor of the other party.

Insurance might not cover any or all of the costs of the litigation, or might not continue to be available at terms acceptable to Carbon Revolution.

MergeCo intends to apply to list its ordinary shares on a U.S. stock exchange. MergeCo will in the future be required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If MergeCo is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective, which may subject it to adverse regulatory consequences and could harm investor confidence.

In connection with the preparation and audit of Carbon Revolution’s consolidated financial statements as of June 30, 2022 and for the years ended June 30, 2022 and June 30, 2021, as well as the reaudit of the financial statements under Public Company Accounting Oversight Board standards, in preparation of the registration statement on Form F-4 of which this proxy statement/prospectus forms a part, material weaknesses were identified in its internal control over financial reporting. The reaudit resulted in a restatement of the financial statements, including an adjustment to intangible assets, the reclassification of Carbon Revolution’s supplier finance arrangement from trade payables to borrowings, and a reclassification of contract assets and liabilities. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Carbon Revolution’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses referenced above are described below:

Carbon Revolution has begun preparation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include hiring additional accounting and financial reporting personnel and implementing additional policies, procedures and controls.

In order to maintain and improve the effectiveness of its internal control over financial reporting, Carbon Revolution will expend and anticipates that MergeCo will continue to expend, significant resources, including accounting-related costs and significant management oversight. MergeCo’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an EGC. At such time, MergeCo’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results after the Business Combination and could cause a decline in the price of MergeCo Ordinary Shares. These material weaknesses will not be considered remediated until the mitigating controls have operated for the required period of time and until the operating effectiveness of the controls has been validated, through testing, by management.

Carbon Revolution’s business activities may be subject to the FCPA and similar anti-bribery or anti-corruption laws, regulations or rules of other countries in which it operates or has customers, including the UK Bribery Act 2010. The FCPA generally prohibits offering, promising, giving or authorizing others to give anything of value, either directly or indirectly, to a non-U.S. government official in order to influence official action, or breach the official’s duties or gain an improper advantage, in each case, to assist in obtaining, retaining or directing any business to, for or with any person. The FCPA also requires public companies with securities listed in the United States to make and keep books and records that accurately and fairly reflect the transactions of the corporation, and to devise and maintain an adequate system of internal accounting controls. Carbon Revolution’s business involves interactions with public officials, including officials of non-U.S. governments, including with the Australian Defence Force. Despite Carbon Revolution taking reasonable steps to prevent bribery and corruption within its business. There is no certainty that all of its employees, agents, contractors or collaborators, or those of its affiliates, will comply with all applicable laws and regulations, particularly given the high level of complexity of these laws. Violations of these laws and regulations could result in fines, criminal sanctions against Carbon Revolution, its officers or employees, implementation of compliance programs, and prohibitions on the conduct of its business (such as being suspended or debarred from contracting with the U.S. Federal Government). Any such violations could include prohibitions on its ability to offer its products in one or more countries and could materially damage its reputation, brand, international expansion efforts, ability to attract and retain employees, and business, prospects, operating results and financial condition.

Carbon Revolution’s products and services are, or in the future may be, subject to the U.S. Export Administration Regulations (“EAR”), the International Traffic In Arms Regulations (“ITAR”), and similar foreign export control laws. As such, an export license or other authorization may be required to export, re-export, transfer, or disclose its technology, products and services to certain persons, countries or end-users, or for certain end-uses. Carbon Revolution may also need to monitor changes in export control laws and their applicability to its products and services. For example, to the extent its products or services are subject to the EAR or the ITAR, it may be required to obtain licenses, clearances, registrations, or authorizations necessary for its business. If Carbon Revolution is not authorized to export its products or services, or if the clearance process is burdensome, its ability to generate revenue could be adversely affected and its operating costs could increase.

Carbon Revolution must also comply with all applicable economic sanction laws and regulations of the United States and other countries, such as laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, which restrict dealings with specified countries, regions, governments, individuals, and entities.

Complying with export control and economic sanction laws may be time consuming and may result in the delay or loss of sales opportunities or a diminution of profits. Although Carbon Revolution takes precautions to prevent violations of applicable export control and economic sanction laws, it cannot guarantee that these precautions will be effective. Violations of these laws could result in significant criminal or civil fines, penalties, denial of export privileges, or other repercussions, including reputational harm, which could have a material adverse effect on its business, financial condition, and operating results. Investigation of any potential violations of export control or economic sanction laws could also be costly and time-consuming, even if it is ultimately determined that Carbon Revolution did not violate such laws.

Carbon Revolution may face legal, reputational, and financial risk if we fail to comply with laws, regulations, requirements, or expectations relating to privacy including in relation to the protection or transfer of data relating to individuals. Any such failure could result in complaints or similar processes, regulatory investigations or inquiries, other regulatory actions, contractual breaches, litigation, adverse administrative determinations or court orders or rulings including fines, loss of customers or adversely affected customer relationships, and negative publicity and associated reputational damage. All of the foregoing could adversely affect Carbon Revolution’s business and prospects.

Throughout this section, unless otherwise indicated or the context otherwise requires, references to “Twin Ridge”, “we”, “us”, “our” and other similar terms refer to Twin Ridge Capital Acquisition Corp., prior to the Business Combination and to MergeCo and its consolidated subsidiaries following the Closing.

Unlike other blank check companies in which the initial shareholders agree to vote their Founder Shares and any Public Shares purchased by them during or after such company’s IPO in accordance with the majority of votes cast by the Public Shareholders in connection with an initial business combination, the Founder Holders and certain of Twin Ridge’s directors and/or officers have agreed to vote all of their Founder Shares and any Public Shares purchased during or after our IPO in favor of the proposals being presented at the General Meeting, including the Business Combination Proposal. As of the Record Date, the Founder Holders owned approximately 46% of our issued and outstanding Twin Ridge Ordinary Shares, including all of the Founder Shares, and will be able to vote all such shares at the General Meeting. Accordingly, it is more likely that the approval of the Twin Ridge Shareholder Proposals will be received for the Business Combination than would be the case if the Sponsor and each of Twin Ridge’s officers and directors agreed to vote any Twin Ridge Ordinary Shares owned by them in accordance with the majority of the votes cast by the Public Shareholders.

In considering the recommendation of the Twin Ridge Board to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, shareholders should understand that the Sponsor, the members of the Twin Ridge Board and the executive officers of Twin Ridge have interests in such proposals and the Business Combination that are different from, or in addition to, those of Twin

Ridge’s shareholders generally. The Twin Ridge Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Twin Ridge’s shareholders that they approve the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. Twin Ridge’s shareholders should take these interests into account in deciding whether to approve the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

These interests include, among other things (not necessarily in order of relative importance):

The Twin Ridge Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

In addition to considering the factors described above, the Twin Ridge Board also considered other factors, including, without limitation:

The Twin Ridge Board concluded, in its business judgment, that the potential benefits that it expects Twin Ridge and its shareholders to achieve as a result of the Business Combination outweigh the potentially negative and other factors associated with the Business Combination. Accordingly, the Twin Ridge Board unanimously determined that the Business Combination, the Scheme and the transactions contemplated by the Business Combination Agreement and the Scheme Implementation Deed (including the Merger and the Scheme) are fair and advisable to, and in the best interests of, Twin Ridge and its shareholders. This explanation of the Twin Ridge Board’s reasons for approval of the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements”. See the section titled “Shareholder Proposal 1 – The Business Combination Proposal—Twin Ridge Board’s Reasons for Approval of the Business Combination” for additional information.

The Founder Holders and certain of Twin Ridge’s directors and/or officers have agreed to vote all of their Founder Shares and any Public Shares purchased during or after our IPO in favor of the proposals being presented at the General Meeting, including the Business Combination Proposal. As of the date of this proxy statement/prospectus, the Founder Holders own approximately 46% of our issued and outstanding Twin Ridge Ordinary Shares, including all of the Founder Shares. Additionally, the Founder Holders and certain of Twin Ridge’s directors and/or officers have agreed to waive their Redemption Right with respect to any Founder Shares and any Public Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Founder Holders, the Industry Advisors and certain of Twin Ridge’s directors and/or officers, or their respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Required Twin Ridge Shareholder Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Required Twin Ridge Shareholder Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of such Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Right. In the event that the Founder Holders and certain of Twin Ridge’s directors and/or officers or their respective affiliates purchase shares in privately negotiated transactions from its Public Shareholders who have already elected to exercise their Redemption Right, such selling shareholder would be required to revoke its prior elections to redeem its shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (1) holders of a majority of the Twin Ridge Ordinary Shares, represented in person or by proxy and entitled to vote at the General Meeting, vote in favor of the Business Combination Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal, (2) holders of at least two-thirds of the Twin Ridge Ordinary Shares, represented in person or by proxy and entitled to vote at the General Meeting, vote in favor of the Merger Proposal, (3) otherwise limit the number of Public Shares electing to redeem and (4) Twin Ridge’s net tangible assets (as determined in accordance with Rule 3a51-1 (g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the General Meeting and would likely increase the chances that such proposals would be approved. Twin Ridge will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be submitted at the General Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of Twin Ridge’s directors may result in a conflict of interest on the part of such director(s) between what he/she or they may believe is in the best interests of Twin Ridge and its shareholders and what he/she or they may believe is best for himself/herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Twin Ridge’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary on an underwritten offering.

In addition, going public via a business combination with a special purpose acquisition company does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a transaction with a special purpose acquisition company, the value of the company is established by means of negotiations between the target company, the special purpose acquisition company and, in some cases, “PIPE” investors who agree to purchase shares at the time of the Business Combination. There has not been any PIPE financing committed prior to the execution and announcement of the Business Combination Agreement and the Scheme Implementation Deed. The process of establishing the value of a company in a business combination with a special purpose acquisition company may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Business Combination Agreement, the Scheme Implementation Deed and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is often no such book of demand built up in connection with special purpose acquisition company transactions and no underwriters with the responsibility of stabilizing the share price, which may result in the share price being harder to sustain after the consummation of the Business Combination.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement and the Scheme Implementation Deed, would require Twin Ridge to agree to amend the Business Combination Agreement and the Scheme Implementation Deed, to consent to certain actions taken by Carbon Revolution or to waive rights that Twin Ridge is entitled to under the Business Combination Agreement and the Scheme Implementation Deed. Such events could arise because of changes in the course of Carbon Revolution’s business, a request by Carbon Revolution to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, the Scheme Implementation Deed or the occurrence of other events that would have a material adverse effect on MergeCo’s business and would entitle Twin Ridge to terminate the Business Combination Agreement and the Scheme Implementation Deed. In any such circumstances, it would be at Twin Ridge’s discretion, acting through the Twin Ridge Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Twin Ridge and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Twin Ridge does not believe there will be any changes or waivers that Twin Ridge’s directors and executive officers would be likely to make after shareholder approval of the Twin Ridge Shareholder Proposals has been obtained. While certain changes could be made without further shareholder approval, Twin Ridge intends to circulate a new or amended proxy statement/prospectus and resolicit Twin Ridge’s shareholders if changes to the terms of the Business Combination that would have a material impact on its shareholders are required prior to the vote on the Twin Ridge Shareholder Proposals.

Twin Ridge and Carbon Revolution have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination. Twin Ridge and Carbon Revolution may also incur unanticipated costs associated with the Business Combination, including costs driven by MergeCo becoming a public company and the listing of the MergeCo Ordinary Shares on a U.S. stock exchange, and these unanticipated costs may have an adverse impact on the results of operations of Carbon Revolution following the effectiveness of the Business Combination. All expenses incurred in connection with the Business Combination Agreement, the Scheme Implementation Deed and the transactions contemplated thereby, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, (x) in the case the Business Combination is consummated, will be for the account of the combined company or (y) in the case the Business Combination is not consummated, will be for the account of the party incurring such fees, expenses and costs, in each case subject to the terms of the Business Combination Agreement and Scheme Implementation Deed.

Twin Ridge and Carbon Revolution cannot provide assurance that the benefits of the Business Combination will offset the incremental transaction costs in the near term, if at all.

The completion of the Business Combination may be subject to, among other things, the clearance by antitrust, competition, and foreign investment authorities pursuant to applicable antitrust and foreign investment laws and regulations. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. The governmental agencies from which the parties may seek certain of these approvals and consents have broad discretion in administering the governing laws and regulations. We can provide no assurance that all required approvals and consents will be obtained. Moreover, as a condition to their approval of the Business Combination, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of MergeCo’s business after the closing. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion of the Business Combination or reduce the anticipated benefits of the Business Combination. If Carbon Revolution and Twin Ridge agree to any material requirements, limitations, costs, divestitures or restrictions in order to obtain any approvals required to consummate the Business Combination, these requirements, limitations, costs, divestitures or restrictions could reduce the anticipated benefits of the Business Combination. This could have a material adverse effect on MergeCo’s business and results of operations.

At any time before or after consummation of the Business Combination, applicable authorities could take such action under applicable antitrust and foreign investment laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under applicable antitrust and foreign investment laws under certain circumstances. We cannot assure you that the any government authority will not attempt to challenge the Business Combination on antitrust or foreign investment grounds, and, if such a challenge is made, we cannot assure you as to its result.

Certain investments that involve the acquisition of, or investment in, a “U.S. business” by a non-U.S. individual or entity (a “foreign person”) may be subject to review and approval by CFIUS. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest, and the nature of any information or governance rights involved.

For example, transactions that result in “control” of a U.S. business by a foreign person are subject to CFIUS jurisdiction. CFIUS also has jurisdiction to review non-“control” transactions that afford a foreign person certain information, governance, and/or access rights in a U.S. business that has a qualifying nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” as those terms are defined in the CFIUS regulations. Foreign investments in U.S. businesses that deal in “critical technology” or that involve certain foreign government interests may be subject to mandatory pre-closing CFIUS filing requirements. Failure to make a CFIUS filing where one is required may subject the transacting parties to significant civil fines.

The parties believe that Carbon Revolution does not operate a TID U.S. business, as that term is defined in 31 C.F.R. § 800.248, and as a result, the parties are not required to submit a CFIUS filing with respect to the Business Combination. Nevertheless, CFIUS may determine that it has jurisdiction over the Business Combination.

CFIUS may decide to investigate, delay, or block the Business Combination, or impose conditions with respect to it, which may delay or prevent the parties from consummating the Business Combination. Because we have only a limited time to complete our initial business combination, our failure to obtain any approvals within the requisite time period may require us to liquidate. In such event, our shareholders will miss the opportunity to benefit from the Business Combination and the potential appreciation in value of such investment and our warrants will become worthless.

We cannot assure you that the due diligence conducted in relation to Carbon Revolution has identified all material issues or risks associated with Carbon Revolution, its business or the industry in which it competes, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Carbon Revolution’s control and outside of our control will not later arise. As a result of these factors, MergeCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges or file for bankruptcy protection, which could result in its reporting losses. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

Our Existing Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Existing Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Existing Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our Existing Warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Existing Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (“foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Existing Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and the Twin Ridge Board.

Following the Business Combination, MergeCo will automatically assume the Existing Warrant Agreement. Irrespective of the ability of a warrantholder to bring an action in any such forum, due to the fact that MergeCo is an Irish company with all of its properties located outside of the United States, if a warrantholder brings a claim

against MergeCo under the Existing Warrant Agreement, the Securities Act or Exchange Act, or otherwise, such warrantholder may have difficulty pursuing its legal rights against MergeCo in any United States courts having jurisdiction over any such claims.

Our ability to successfully effect the Business Combination and be successful thereafter will be dependent upon the efforts of our key personnel. Although some of Twin Ridge’s key personnel may remain with the target business in senior management or advisory positions following the Business Combination, we expect Carbon Revolution’s current management to remain in place. We cannot assure you that we will be successful in integrating and retaining such key personnel, or in identifying and recruiting additional key individuals we determine may be necessary following the Business Combination.

Certain covenants in the Scheme Implementation Deed (which are incorporated by reference into the Business Combination Agreement) impede our ability to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, we may be at a disadvantage to our competitors during that period. In addition, while the Business Combination Agreement and the Scheme Implementation Deed are in effect and subject to customary exceptions that enable the Twin Ridge Board and the Carbon Revolution Board to comply with statutory and fiduciary duties as well as exceptions for Carbon Revolution to obtain bridge funding, neither we nor Carbon Revolution may solicit, initiate or take any action to knowingly facilitate or encourage any inquiries or the making, submission or announcement of, any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third-party, even though any such alternative acquisition could be more favorable to our shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement and the Scheme Implementation Deed due to the passage of time during which these provisions have remained in effect.

Until the earlier of consummation of the Business Combination or termination of the Business Combination Agreement and the Scheme Implementation Deed, Carbon Revolution and Twin Ridge are subject to certain limitations on the operations of their businesses, each as summarized under the “The Business Combination Agreement, Scheme Implementation Deed and Ancillary Documents—The Business Combination, the Business Combination Agreement and the Scheme Implementation Deed—Covenants of the Parties”. The limitations on Carbon Revolution’s and Twin Ridge’s conduct of their businesses during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

There may be uncertainty regarding whether the Business Combination will occur. This uncertainty may cause third parties to delay or defer decisions concerning Carbon Revolution, which could negatively affect Carbon Revolution’s business. Third parties may seek to change existing agreements with Carbon Revolution as a result of the Business Combination for these or other reasons.

The announcement and pendency of the Business Combination could cause disruptions in and create uncertainty surrounding Carbon Revolution’s business, including with respect to Carbon Revolution’s relationships with existing and future customers, suppliers and employees, which could have an adverse effect on Carbon Revolution’s business, cash flows, financial condition or results of operations, irrespective of whether the Business Combination is completed. The business relationships of Carbon Revolution may be subject to disruption as customers, suppliers and other persons with whom Carbon Revolution has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships or consider entering into business relationships with other parties. The risk, and adverse effect, of any such disruptions could be exacerbated by a delay in the consummation of the Business Combination.

Even if the Business Combination Agreement and the Scheme are approved by our shareholders, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement and the Scheme Implementation Deed are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Business Combination Agreement, see the section titled “The Business Combination Agreement, Scheme Implementation Deed and Ancillary Documents—The Business Combination, the Business Combination Agreement and the Scheme Implementation Deed—Conditions to the Closing of the Business Combination”.

For example, the Scheme is subject to Australia’s foreign investment laws, given MergeCo is an entity incorporated in Ireland. As a condition to closing the Business Combination, the Scheme Implementation Deed provides that MergeCo must receive written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth), by or on behalf of the Treasurer of the Commonwealth of Australia (Treasurer), advising that the Commonwealth Government has no objections to the Transaction (as defined in the Scheme Implementation Deed), either unconditionally or on terms that are acceptable to MergeCo and Twin Ridge acting reasonably. However, such written notice may not be obtained and, as a result, the necessary condition to closing the Business Combination may not be satisfied.

Further Twin Ridge, MergeCo and Carbon Revolution may not satisfy all of the other Closing conditions in the Business Combination Agreement. If the Closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such non-occurrence or delay may cause us and Carbon Revolution to each lose some or all of the intended benefits of the Business Combination.

The Australian process for obtaining the necessary approvals is in process and will not be completed until after the General Meeting. The inter-conditionality of the Australian and U.S. processes means that, even if Twin Ridge shareholders vote in favor of the Business Combination Agreement and the Scheme Implementation Deed and related transactions, the Transaction may not be completed if all of the approvals for the Australian aspect of the Transaction are not obtained, including:

Various events or of developments may prevent one or more of the approvals listed above from being obtained. For example, if the Independent Expert opines that the Scheme is not fair and not reasonable (whether in the Scheme Booklet or in any updated or supplementary Scheme Booklet in light of any material new information), and therefore not in the best interest of Carbon Revolution shareholders, some or all of the above approvals may not be given.

If the Court does not provide its approval on the First Court Date or the Second Court Date, or if Carbon Revolution shareholders do not approve the Scheme and Capital Reduction at the Scheme Meeting and general meeting by the requisite majorities, then the Scheme will fail and the Transaction will not complete.

There is also a risk that implementation of the Transaction may be delayed beyond the proposed Implementation Date if the Court or ASIC require changes to the Scheme Booklet or to the Scheme before providing the necessary approvals.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the U.S. upon our directors or executive officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Currently, Twin Ridge corporate affairs are governed by the Existing Organizational Documents, the Cayman Islands Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. Twin Ridge is also subject to the federal securities laws of the U.S. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of directors of Twin Ridge under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of Twin Ridge’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a different body of securities laws as compared to the U.S., and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the U.S.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the U.S. predicated upon the civil liability provisions of the federal securities laws of the U.S. or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the U.S. or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

If the Business Combination is not completed, any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination

within 24 months from the closing of the IPO (or such later date as may be approved by Twin Ridge’s shareholders). Consequently, a potential target may obtain leverage over us in negotiating a business combination, knowing that we may be unable to complete a business combination with another target business by August 8, 2023 (or, up to March 8, 2024, if up to seven additional monthly extensions for payments of $160,000 each thereafter are approved by the Twin Ridge Board and made by Carbon Revolution, Sponsor or their respective affiliates). Carbon Revolution has paid an aggregate of $800,000 for extensions from March 8, 2023 through August 8, 2023 and agreed to make extension payments in an aggregate amount of up to $1,500,000, which may include up to $700,000 of future extension payments). This risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities and subject to customary interim operating covenants set forth in the Business Combination Agreement and the Scheme Implementation Deed, the Sponsor, as well as Carbon Revolution, and their respective directors, executive officers, advisors or their affiliates may purchase Public Shares or warrants in privately negotiated transactions or in the open market. There is no limit on the number of securities the Sponsor, as well as Carbon Revolution and their respective directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law, NYSE rules and their own governance, contractual and legal restrictions. Additionally, at any time at or prior to our initial business combination, subject to applicable securities law (including with respect to material nonpublic information), the Sponsor, as well as Carbon Revolution, and their directors, officers, advisors or affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote in favor of the Twin Ridge Shareholder Proposals or not redeem their Public Shares. The purpose of any such purchases of shares and other transactions could be to (i) increase the likelihood of satisfaction of the requirements that: (a) the Business Combination Proposal is approved by the affirmative vote of the holders of at least a majority of the issued Twin Ridge Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting; and (b) the Merger Proposal is approved by the affirmative vote of the holders of at least two-thirds of the issued Twin Ridge Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting; and (ii) otherwise limit the number of Public Shares electing to redeem, also in order to ensure that Twin Ridge’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the Scheme Implementation Deed and the redemptions of Twin Ridge Class A Ordinary Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Right.

In the event that the Sponsor, as well as Carbon Revolution, and their respective directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Right or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The purpose of any such purchases of shares or any purchases of Public Warrants could be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Twin Ridge Shareholder Proposals or (ii) reduce the number of Public Warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of the Twin Ridge Class A Ordinary Shares or Public Warrants and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

We have encountered, and expect to continue to encounter, intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are numerous target businesses, we could potentially acquire should the Business Combination fail, with the net proceeds of our IPO and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of the Public Shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, the Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and the Warrants will expire worthless.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our Public Shares, if we have not consummated an initial business combination within 24 months from the closing of our IPO, or upon the exercise of the Redemption Right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by the Public Shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to a letter agreement, the form of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, our Sponsor has agreed that it will be

liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the Public Shareholders may be reduced below $10.00 per public share.

If, after we distribute the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, the Twin Ridge Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying the Public Shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account

could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Following the Business Combination, MergeCo will be a holding company with no business operations of its own or material assets other than the stock of its subsidiaries. All of its operations will be conducted by its subsidiary, Carbon Revolution, and Carbon Revolution’s subsidiaries. As a holding company, MergeCo will require dividends and other payments from its subsidiaries to meet cash requirements. The terms of any credit facility may restrict MergeCo’s subsidiaries from paying dividends and otherwise transferring cash or other assets to it. If there is an insolvency, liquidation or other reorganization of any of MergeCo’s subsidiaries, MergeCo’s shareholders may have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before MergeCo, as an equity holder, would be entitled to receive any distribution from that sale or disposal. If Carbon Revolution is unable to pay dividends or make other payments to MergeCo when needed, MergeCo will be unable to satisfy its obligations.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities and the Business Combination will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust Agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our IPO was not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination (which will be the Business Combination should it occur); (ii) the redemption of any Public Shares properly tendered in connection with a

shareholder vote to amend the Existing Organizational Documents (A) to modify the substance or timing of our obligation to provide holders of our Twin Ridge Class A Ordinary Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with respect to any other provision relating to the rights of holders of our Twin Ridge Class A Ordinary Shares; or (iii) absent our completing an initial business combination (which will be the Business Combination should it occur) within 24 months from the closing of our IPO, our return of the funds held in the Trust Account to the Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, the Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and the Warrants will expire worthless.

MergeCo does not have experience operating as a public company subject to U.S. federal securities laws. Carbon Revolution’s officers and directors lack experience in managing a public company subject to U.S. federal securities laws, which makes their ability to comply with applicable laws, rules and regulations uncertain. MergeCo’s failure to comply with all applicable laws, rules and regulations could subject MergeCo to U.S. regulatory scrutiny or sanction, which could harm its reputation and share price.

Neither MergeCo nor Carbon Revolution has previously been required to prepare or file periodic or other reports with the SEC or to comply with the other requirements of U.S. federal securities laws. They have not previously been required to establish and maintain the disclosure controls and procedures, and internal control over financial reporting applicable to an entity that is a foreign private issuer under U.S. federal securities laws, including the Sarbanes-Oxley Act. MergeCo may experience errors, mistakes and lapses in processes and controls, resulting in failure to meet requisite U.S. standards.

As a public company subject to U.S. federal securities laws, MergeCo will incur significant legal, accounting, insurance, compliance, and other expenses. Compliance with reporting, internal control over financial reporting and corporate governance obligations may require members of its management and its finance and accounting staff to divert time and resources from other responsibilities to ensure these new regulatory requirements are fulfilled.

If it fails to adequately implement the required governance and control framework, MergeCo may fail to comply with the applicable rules or requirements associated with being a public company subject to U.S. federal securities laws. Such failure could result in the loss of investor confidence, could harm MergeCo’s reputation, and cause the market price of MergeCo Ordinary Shares to decline.

Due to inadequate governance and internal control policies, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to make required filings in a timely manner or result in making filings containing incorrect or misleading information. Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, as well as damage to MergeCo’s reputation, business, financial condition, operating results and share price.

MergeCo is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. For as long as MergeCo continues to be an emerging growth company, MergeCo may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. MergeCo could be an emerging growth company for up to five years, although MergeCo could lose that status sooner if its revenues exceed $1.235 billion, if MergeCo issues more than $1 billion in non-convertible debt in a three-year period, or if it becomes a large accelerated filer, as defined under the Securities Exchange Act. We cannot predict if investors will find MergeCo securities less attractive because MergeCo relies on

these exemptions. If some investors find MergeCo securities less attractive as a result, there may be a less active trading market for MergeCo securities, and the price of MergeCo securities may be more volatile.

Upon consummation of the Business Combination, the price of MergeCo Ordinary Shares and MergeCo Public Warrants may fluctuate due to a variety of factors, including:

These market and industry factors may materially reduce the market price of MergeCo Ordinary Shares and MergeCo Public Warrants regardless of the operating performance of MergeCo.

Since the completion of our IPO, there has been a precipitous drop in the market values of companies formed through mergers involving special purpose acquisition companies like ours. Throughout 2022, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. As a result, our securities are subject to potential downward pressures, which may result in high levels of exercise of redemptions rights, reducing the cash available from the Trust Account. If there are substantial redemptions, there will be a lower public float of our Twin Ridge Class A Ordinary Shares following the Closing, which may cause further volatility in the price of our securities and adversely impact our ability to secure financing following the closing of the Business Combination.

As with most special purpose acquisition companies’ initial public offerings in recent years, Twin Ridge issued shares for $10.00 per share upon the closing of its IPO. As with other special purpose acquisition companies, the $10.00 per share price of Twin Ridge reflected each share having a one-time right to redeem such share for a pro rata

portion of the proceeds held in the Trust Account equal to approximately $10.00 per share prior to the closing of the Business Combination. Following Closing, the shares outstanding will no longer have any such Redemption Right and may be dependent upon the fundamental value of the combined company, as well as other relevant factors such as market conditions and trading multiples, and the securities of other companies formed through mergers with special purpose acquisition companies in recent years may be significantly less than $10.00 per share.

Sales of a substantial number of MergeCo Ordinary Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of MergeCo Ordinary Shares.

We may be required to file one or more registration statements prior to or shortly after the Closing to provide for the resale of certain restricted shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of MergeCo Ordinary Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

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:

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 also sets forth the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario. 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.