On October 30, 2024, pursuant to the OIC Financing, US$5 million was released from escrow and the Company issued a corresponding aggregate principal amount of additional Series 2024-A Notes to OIC. OIC waived one of the conditions for the release of the Seventh Escrow Release. The Company also issued to the OIC Investors a warrant to purchase a number of shares equal to 2.5% of the Company’s shares outstanding, determined on a “Fully-Diluted Basis” in the same manner as applicable to the existing warrants previously issued to the OIC Investors.

Giving effect to the receipt of the $5 million from escrow, the Company’s unrestricted cash balance as of October 31, 2024 is approximately US$5.7 million¹. The Company will need to obtain additional financing in order to fund its operations and pay its liabilities as they become due.

The release of funds from escrow is the final release of the aggregate of $35 million funded by OIC into escrow in connection with the closing of the Company’s business combination in November 2023. Although the Securities Purchase Agreement by and between the Company and OIC provides for up to $40 million of additional funding by OIC, the release of funds is subject to the satisfaction of many conditions, including approval by OIC’s investment committee in its sole discretion. Accordingly, the Company does not have any additional committed financing. The Company and OIC are in discussions regarding the establishment of objective conditions for funding a portion of such $40 million. However, the Company makes no assurances that it will be able to reach agreement with OIC on such conditions and obtain such financing on acceptable terms, or at all.

The Company hereby furnishes a press release, which is attached as Exhibit 99.1 to this Report on Form 6-K.

Exhibit 99.1

The release of funds from escrow is the final release of the aggregate of US$35 million funded by OIC into escrow in connection with the closing of the Company’s business combination in November 2023. The Company currently does not have any additional committed financing, as the original Securities Purchase Agreement by and between the Company and OIC provides for up to US$40 million of additional funding by OIC for the purpose of funding a future manufacturing facility or material upgrades to the existing Australian facility. The Company continues to work with OIC to secure additional funding to support near-term liquidity requirements and is now in discussions with OIC in relation to the provision of some or all of US$40 million of additional funds for ongoing operations and incremental capacity expansion at the existing facility. Such funding is subject to the Company and OIC reaching agreement on the terms and conditions for such funding, and receipt of such funding will likely be dependent on the Company meeting performance milestones specified in such agreement. Such funding will also require the agreement of the holders of the outstanding notes issued by a wholly-owned subsidiary of the Company pursuant to the New Debt Program arranged by PIUS Limited LLC and its affiliates. However, the Company makes no assurances that it will be able to reach agreement with OIC on such conditions and obtain such financing on acceptable terms, or at all, or that it will reach agreement with the holders of such outstanding notes, or that it will meet any agreed performance milestones.

 

Carbon Revolution plc (Nasdaq: CREV) (the “Company” or “Carbon Revolution”) is the parent of Carbon Revolution Pty Ltd, an early-stage growth company which has successfully innovated, commercialized and industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. The Company has progressed from single prototypes to designing and manufacturing lightweight wheels for cars and SUVs in the high performance, premium and luxury segments, for the world’s most prestigious automotive brands. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the world.

 

For more information, visit carbonrev.com

 

These forward-looking statements are subject to a number of risks and uncertainties, including (i) Carbon Revolution's liquidity, including its ability to pay its obligations and to issue equity, refinance its indebtedness or otherwise obtain financing at all or on acceptable terms, (ii) risks related to its ability to meet financial covenants and other key covenants under existing financing arrangements or to obtain waivers or forbearance from compliance with such covenants, which could result in the acceleration of outstanding indebtedness, (iii) changes in domestic and foreign business, market, financial, political and legal conditions; (iv) the ability to maintain the listing of Carbon Revolution’s securities on Nasdaq or any other exchange on which such securities may be listed in the future; (v) the failure to realize the benefits of being listed on a U.S. securities exchange and publicly-traded in the United States, (vi) risks related to the rollout of Carbon Revolution’s business strategy and the timing of expected business milestones; (vii) the effects of competition on Carbon Revolution’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and retain its management and key employees; (viii) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine and conflicts in the Middle East; (ix) the outcome of any legal proceedings that may be instituted against Carbon Revolution; (x) the impact of pandemic and governmental responses on any of the foregoing risks; (xi) risks related to Carbon Revolution’s industry; (xii) changes in laws and regulations; and (xiii) those factors discussed in the documents Carbon Revolution filed with the SEC, including the Shell Company Report on Form 20-F.