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| CIK | 1840353 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Twin Ridge Capital Acquisition Corp. Units, each consisting of one Class A ordinary share and one-th
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2024 |
EX-99.1 2 tm246285d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Twin Ridge Capital Acquisition Corp is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d- |
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| February 14, 2024 |
SC 13G/A 1 tm245838d30sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value ( |
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| February 14, 2024 |
TRCA / Twin Ridge Capital Acquisition Corp - Class A / YA II PN, Ltd. - SC 13G/A Passive Investment SC 13G/A 1 tm246285d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Twin Ridge Capital Acquisition Corp (Name of Issuer) Common Shares, with a par value $0.0001 per share (Title of Class of Securities) G9151L104 (CINS Number) December 31, 2023 (Date of Event, which Requires Filing |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Twin Ridge Corp Acquisition Cl A (Name of Issuer) Common Stock (Title of Class of Securities) G9151L104 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| December 11, 2023 |
TRCA / Twin Ridge Capital Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 trca20231130.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 TWIN RIDGE CAPITAL ACQUISITION CORP. (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G9151L104 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this Statement) Check t |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (E |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40157 TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact name of registrant as |
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| November 3, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 14, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 31, 2023 |
Carbon Revolution (ASX code: CBR) Transaction Update Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 27, 2023 |
Carbon Revolution (ASX code: CBR) Implementation Date Delayed Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 19, 2023 |
Carbon Revolution (ASX code: CBR) Scheme Legally Effective Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 18, 2023 |
Carbon Revolution (ASX code: CBR) Federal Court of Australia Approves Scheme Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 16, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 16, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 16, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 13, 2023 |
false000184035300018403532023-10-122023-10-120001840353trca:UnitsEachConsistingOfOneClassAOrdinaryShare00001ParValueAndOneThirdOfOneRedeemableWarrantMember2023-10-122023-10-120001840353us-gaap:CommonClassAMember2023-10-122023-10-120001840353trca:WarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member2023-10-122023-10-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 13, 2023 |
Carbon Revolution (ASX code: CBR) Update on Scheme of Arrangement Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 13, 2023 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 10, 2023 |
SC 13G/A 1 trca13ga.htm TRCA 13G/A FORM SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G9151L104 (CUSIP Number) September 30, 2023 (Date of Event Which Requires Filing of this |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 10, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 10, 2023 |
Carbon Revolution (ASX code: CBR) DTC Election process Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 6, 2023 |
AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT EXHIBIT 10.2 AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT (the “Amendment”) is entered into as of October 5, 2023 by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the “Company”). RECITALS |
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| October 6, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 6, 2023 |
AMENDMENT TO BUSINESS COMBINATION AGREEMENT EXHIBIT 10.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of October 5, 2023 by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian |
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| October 5, 2023 |
AMENDMENT TO BUSINESS COMBINATION AGREEMENT EXHIBIT 10.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of October 5, 2023 by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 5, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| October 5, 2023 |
AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT EXHIBIT 10.2 AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT (the “Amendment”) is entered into as of October 5, 2023 by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the “Company”). RECITALS |
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| October 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 3, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 2, 2023 |
Supplementary Scheme Booklet For a scheme of arrangement between Carbon Revolution Limited and its shareholders in relation to the proposed acquisition by Carbon Revolution plc. |
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| October 2, 2023 |
Information about Proposed Business Combination As previously announced, Carbon Revolution Limited (“CBR”, “Carbon Revolution” or the “Company”) (ASX: CBR) and Twin Ridge Capital Acquisition Corp. |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| October 2, 2023 |
false000184035300018403532023-10-022023-10-020001840353trca:WarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member2023-10-022023-10-020001840353us-gaap:CommonClassAMember2023-10-022023-10-020001840353trca:ClassAOrdinarySharesIncludedAsPartOfTheUnitsMember2023-10-022023-10-02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| September 26, 2023 |
false000184035300018403532023-09-262023-09-260001840353us-gaap:CommonClassAMember2023-09-262023-09-260001840353trca:ClassAOrdinarySharesIncludedAsPartOfTheUnitsMember2023-09-262023-09-260001840353trca:WarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member2023-09-262023-09-26 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| September 26, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 25, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| September 22, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| September 22, 2023 |
Exhibit 99.1 Twin Ridge Capital Acquisition Corp. Announces Adjournment of Extraordinary General Meeting of Shareholders Naples, Florida — September 22, 2023 — Twin Ridge Capital Acquisition Corp. (“Twin Ridge”) (NYSE: TRCA), announced today that it plans to convene and then adjourn, without conducting any other business, its extraordinary general meeting of its shareholders (the “General Meeting” |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| September 22, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| September 11, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| September 7, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| September 1, 2023 |
Carbon Revolution (ASX code: CBR) PRELIMINARY FY23 FINANCIAL RESULTS (UNAUDITED) Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| September 1, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 1, 2023 |
Carbon Revolution (ASX code: CBR) Q4 FY23 QUARTERLY ACTIVITIES REPORT & APPENDIX 4C (UNAUDITED) Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| July 27, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| June 28, 2023 |
SPAC Insider Podcast Transcript – 6/27/2023 Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| June 28, 2023 |
Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| June 8, 2023 |
Carbon Revolution Carbon Fiber Wheel Backlog More Than Doubles to $680 Million since Oct 2022 Filed by Carbon Revolution Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| June 6, 2023 |
Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| May 24, 2023 |
Carbon Revolution (ASX code: CBR) US$60M New Debt Program Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| May 18, 2023 |
Carbon Revolution CEO Jake Dingle. Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| April 28, 2023 |
Carbon Revolution (ASX code: CBR) Q3 FY23 QUARTERLY ACTIVITIES REPORT & APPENDIX 4C (UNAUDITED) Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Twin Ridge Corp Acquisition Cl A (Name of Issuer) Common Stock (Title of Class of Securities) G9151L104 (CUSIP Number) April 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Twin Ridge Corp Acquisition Cl A (Name of Issuer) Common Stock (Title of Class of Securities) G9151L104 (CUSIP Number) April 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| April 5, 2023 |
TWIN RIDGE CAPITAL ACQUISITION CORP. DESCRIPTION OF SECURITIES Exhibit 4.2 TWIN RIDGE CAPITAL ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Twin Ridge Capital Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by refer |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40157 TWIN RIDGE CAPIT |
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| April 5, 2023 |
IPO Edge EV Panel Transcript April 4, 2023 Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| April 5, 2023 |
SC 13G 1 trca13g.htm TRCA 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G9151L104 (CUSIP Number) March 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40157 TWIN RIDGE CAPITAL |
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| March 31, 2023 |
TWIN RIDGE CAPITAL ACQUISITION CORP. DESCRIPTION OF SECURITIES Exhibit 4.2 TWIN RIDGE CAPITAL ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Twin Ridge Capital Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by refer |
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| March 22, 2023 |
UBS Global Energy Transition Call with Carbon Revolution March 17, 2023 Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| March 20, 2023 |
Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| March 20, 2023 |
Evercore ISI Fireside Chat with Carbon Revolution Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| March 20, 2023 |
Carbon Revolution Posts Replay of Evercore ISI Fireside Chat Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G9151L104 (CU |
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| March 10, 2023 |
false12-31000184035300018403532023-03-062023-03-060001840353trca:WarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member2023-03-062023-03-060001840353trca:ClassAOrdinarySharesIncludedAsPartOfTheUnitsMember2023-03-062023-03-060001840353trca:UnitsEachConsistingOfOneClassAOrdinaryShare00001ParValueAndOneThirdOfOneRedeemableWarrantMember2023-03-062023-03-06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 10, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| March 10, 2023 |
TRCA / Twin Ridge Capital Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G9151L104 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| March 10, 2023 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Twin Ridge Capital Acquisition Corp. (ROC # 369912) (the "Company") TAKE NOTICE that by minutes of the extraordinary general meeting of the Company held on 6 March 2023, the following special resolution was passed: Proposal No. 1—The Extension Amendment Proposal— RESOLVED, as a special r |
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| March 10, 2023 |
Amendment to Amended and Restated Memorandum and Articles of Association.(3) Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Twin Ridge Capital Acquisition Corp. (ROC # 369912) (the "Company") TAKE NOTICE that by minutes of the extraordinary general meeting of the Company held on 6 March 2023, the following special resolution was passed: Proposal No. 1—The Extension Amendment Proposal— RESOLVED, as a special r |
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| March 10, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 (March 6, 2023) TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40157 98-1577338 (State or other jurisdic |
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| March 8, 2023 |
Carbon Revolution (ASX code: CBR) Evercore ISI Fireside Chat with Carbon Revolution Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| March 3, 2023 |
Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 (March 2, 2023) TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40157 98-1577338 (State or other jurisdict |
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| February 28, 2023 |
Exhibit 99.1 CARBON REVOLUTION (ASX:CBR) 1H FY23 FINANCIAL RESULTS 28 FEBRUARY 2023 This presentation is provided by Carbon Revolution Limited (“Carbon Revolution” or the “Company”) and comprises written materials/slides for a presentation concerning the Company and its operations and is for general information purposes only. This presentation is not a disclosure document and should not be conside |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 (February 27, 2023) TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| February 28, 2023 |
Filed by Carbon Revolution Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Twin Ridge Capital Acquisition Corp. |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| February 15, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| February 14, 2023 |
SC 13G 1 trca20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Twin Ridge Capital Acquisition Corporation (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G9151L104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) TWIN RIDGE CAPITAL ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9151L104 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropri |
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| February 1, 2023 |
Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carbon Revolution Limited Carbon Revolution Limited Geelong Technology Precinct 75 Pigdons Road Waurn Ponds, 3216 Australia ABN: 96 128 274 653 Geelong, Australia, Wednesday 1 February 2023: Carbon Re |
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| January 31, 2023 |
Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carbon Revolution Limited Carbon Revolution Limited Geelong Technology Precinct 75 Pigdons Road Waurn Ponds, 3216 Australia ABN: 96 128 274 653 Carbon Revolution (ASX code: CBR) RE-AUDITS OF FY22 FINA |
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| January 31, 2023 |
Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carbon Revolution Limited Carbon Revolution Limited Geelong Technology Precinct 75 Pigdons Road Waurn Ponds, 3216 Australia ABN: 96 128 274 653 Carbon Revolution (ASX code: CBR) Q2 FY23 QUARTERLY ACTI |
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| January 18, 2023 |
CARBON REVOLUTION WHEELS ON 2024 CORVETTE E-RAY January 18, 2023 425 1 brhc10046747425.htm 425 Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carbon Revolution Limited CARBON REVOLUTION WHEELS ON 2024 CORVETTE E-RAY January 18, 2023 Carbon Revolution carbon fibre wheels will be available on the 2024 Chevrolet C |
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| January 18, 2023 |
Carbon Revolution (ASX code: CBR) Chevrolet Corvette E-Ray launched with Carbon Revolution’s wheels 425 1 brhc10046748425.htm 425 Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carbon Revolution Limited Carbon Revolution Limited Geelong Technology Precinct 75 Pigdons Road Waurn Ponds, 3216 Australia ABN: 96 128 274 653 Carbon Revolution (ASX cod |
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| January 18, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| December 16, 2022 |
Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Poppetell Limited Carbon Revolution, a Leading Global Manufacturer of Carbon Fiber Wheels to the Automotive Industry, and Twin Ridge Capital Acquisition Corp. Release Investor Webcast Geelong, Austral |
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| December 16, 2022 |
425 1 brhc10045494425.htm 425 Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Poppetell Limited Carbon Revolution and Twin Ridge Capital Acquisition Corp. Business Combination Conference Call Script December 15, 2022 Operator Welcome to today’s con |
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| December 1, 2022 |
Filed by Twin Ridge Capital Acquisition Corp. Filed by Twin Ridge Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Poppetell Limited Jake Dingle, Chief Executive Officer and Managing Director of Carbon Revolution Limited, had an interview with Bloomberg Asia TV on November 30, 2022. Bloomberg Asia TV: Well, Carbon |
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| November 30, 2022 |
Exhibit 10.1 SPONSOR SIDE LETTER This letter agreement (this ?Side Letter?) is dated as of November 29, 2022, by and among Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), Twin Ridge Capital Sponsor Subsidiary, LLC a Delaware limited liability company (?TRCA Subsidiary?), Alison Burns (?Burns?), Paul Henrys (?Henrys?) and Gary Pilnick (?Pilnick? and, together |
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| November 30, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among TWIN RIDGE CAPITAL ACQUISITION CORP., CARBON REVOLUTION LIMITED , POPPETELL LIMITED, AND POPPETTELL MERGER SUB Dated as of November 29, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Certain Definitions 2 SECTION 1.02 Further Definitions 5 SECTION 1.03 Construction. 6 ARTICLE II MERGER AND SCHEME ACQUISITIO |
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| November 30, 2022 |
Exhibit 99.1 Carbon Revolution, a Leading Global Manufacturer of Carbon Fiber Wheels to the Automotive Industry, to List in U.S. via Business Combination with Twin Ridge Capital Acquisition Corp. ? Carbon Revolution is a leader in next-generation auto-tech with more than 60,000 carbon fiber wheels on the road for some of the most prestigious brands in the world. ? Carbon Revolution has been awarde |
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| November 30, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Twin Ridge Capital Acquisition Corp is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchan |
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| November 30, 2022 |
Exhibit 99.3 CARBON REVOLUTION Investor Presentation November 29, 2022 This investor presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Proposed Transaction?) involving Twin Ridge Capital Acquisition Corp. (the ?SPAC?) and Carbon Revolution Limited (ACN 12 |
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| November 30, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among TWIN RIDGE CAPITAL ACQUISITION CORP., CARBON REVOLUTION LIMITED , POPPETELL LIMITED, AND POPPETTELL MERGER SUB Dated as of November 29, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Certain Definitions 2 SECTION 1.02 Further Definitions 5 SECTION 1.03 Construction. 6 ARTICLE II MERGER AND SCHEME ACQUISITIO |
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| November 30, 2022 |
Exhibit 10.2 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this ?Agreement?) dated as of November 28, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the ?Company?). WHEREAS, the parties desire that, upon the te |
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| November 30, 2022 |
EX-10.1 4 brhc10044812ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SPONSOR SIDE LETTER This letter agreement (this “Side Letter”) is dated as of November 29, 2022, by and among Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Twin Ridge Capital Sponsor Subsidiary, LLC a Delaware limited liability company (“TRCA Subsidiary”), Alison Burns (“Burns”), Paul Henrys (“Henry |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 (November 29, 2022) TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| November 30, 2022 |
Exhibit 99.2 30 November 2022 CARBON REVOLUTION LIMITED Announces Merger With TWIN RIDGE CAPITAL ACQUISITION CORP. Combined entity expected to be listed on U.S. exchange by mid-CY2023 GEELONG, VIC, AUS & NAPLES, FL, US - Carbon Revolution Limited (?CBR?) (ASX:CBR) and Twin Ridge Capital Acquisition Corp. (NYSE:TRCA), a special purpose acquisition company listed on the New York Stock Exchange (the |
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| November 30, 2022 |
Exhibit 99.2 30 November 2022 CARBON REVOLUTION LIMITED Announces Merger With TWIN RIDGE CAPITAL ACQUISITION CORP. Combined entity expected to be listed on U.S. exchange by mid-CY2023 GEELONG, VIC, AUS & NAPLES, FL, US - Carbon Revolution Limited (?CBR?) (ASX:CBR) and Twin Ridge Capital Acquisition Corp. (NYSE:TRCA), a special purpose acquisition company listed on the New York Stock Exchange (the |
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| November 30, 2022 |
Exhibit 99.1 Carbon Revolution, a Leading Global Manufacturer of Carbon Fiber Wheels to the Automotive Industry, to List in U.S. via Business Combination with Twin Ridge Capital Acquisition Corp. ? Carbon Revolution is a leader in next-generation auto-tech with more than 60,000 carbon fiber wheels on the road for some of the most prestigious brands in the world. ? Carbon Revolution has been awarde |
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| November 30, 2022 |
Exhibit 2.2 Deed Carbon Revolution - Scheme implementation deed Carbon Revolution Limited 80 Collins Street Melbourne Vic 3000 Australia GPO Box 128 Melbourne Vic 3001 Australia T +61 3 9288 1234 F +61 3 9288 1567 herbertsmithfreehills.com DX 240 Melbourne Contents Table of contents 1 Definitions and interpretation 6 1.1 Definitions 6 1.2 Interpretation 6 1.3 Deed components 6 2 Agreement to proce |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 (November 29, 2022) TWIN RIDGE CAPITAL ACQUISITION CORP. |
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| November 30, 2022 |
STANDBY EQUITY PURCHASE AGREEMENT Exhibit 10.2 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this ?Agreement?) dated as of November 28, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the ?Company?). WHEREAS, the parties desire that, upon the te |
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| November 30, 2022 |
Exhibit 2.2 Deed Carbon Revolution - Scheme implementation deed Carbon Revolution Limited 80 Collins Street Melbourne Vic 3000 Australia GPO Box 128 Melbourne Vic 3001 Australia T +61 3 9288 1234 F +61 3 9288 1567 herbertsmithfreehills.com DX 240 Melbourne Contents Table of contents 1 Definitions and interpretation 6 1.1 Definitions 6 1.2 Interpretation 6 1.3 Deed components 6 2 Agreement to proce |
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| November 30, 2022 |
SC 13G 1 tm2231685d1sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Twin Ridge Capital Acquisition Corp (Name of Issuer) Common Shares, with a par value $0.0001 per share (Title of Class of Securities) G9151L104 (CINS Number) November 28, 2022 (Date of Event, which Requires Filing of this Statemen |
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| November 30, 2022 |
Exhibit 99.3 CARBON REVOLUTION Investor Presentation November 29, 2022 This investor presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Proposed Transaction?) involving Twin Ridge Capital Acquisition Corp. (the ?SPAC?) and Carbon Revolution Limited (ACN 12 |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (E |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 7, 2021 through December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CO |
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| April 15, 2022 |
TWIN RIDGE CAPITAL ACQUISITION CORP. DESCRIPTION OF SECURITIES Exhibit 4.2 TWIN RIDGE CAPITAL ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Twin Ridge Capital Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by refer |
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| March 31, 2022 |
NT 10-K 1 brhc10035926nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40157 SEC FILE NUMBER G9151L 104 CUSIP NUMBER (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q and Form 10-D ☐ Form N-SAR ☐Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 2 |
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| February 14, 2022 |
LIMITED POWER OF ATTORNEY FOR SECTION 13(d) REPORTING PURPOSES LIMITED POWER OF ATTORNEY FOR SECTION 13(d) REPORTING PURPOSES Know all by these presents, that the undersigned hereby makes, constitutes and appoints Daniel Fried, acting individually, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) execute for, and on behalf of, the undersigned, in the undersigned?s capacity as a previous beneficial owner of Twin Ridge Capital Acquisition Corp. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9151L112 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9151l112 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropri |
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| February 10, 2022 |
EX-99.A 2 brhc10033789ex99a.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common shares, par value $0.0001 per share, of Twin Ridge Capital Acquisition Corp. (this |
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| January 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) TWIN RIDGE CAPITAL ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9151L104 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropri |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Twin Ridge Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40157 98- 1577338 (State or other jurisdiction |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (E |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 Twin Ridge Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40157 98- 1577338 (State or other jurisdiction of i |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TWIN RIDGE CAPITAL ACQUISITION CORP. (Exact |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40157 SEC FILE NUMBER G9151L 104 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra |
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| April 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2021 Twin Ridge Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40157 98- 1577338 (State or other jurisdiction of |
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| April 23, 2021 |
Exhibit 99.1 Twin Ridge Capital Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing April 26, 2021 Naples, FL April 23, 2021?Twin Ridge Capital Acquisition Corp. (NYSE: TRCA.U) (the ?Company?) announced that, commencing April 26, 2021, holders of the units sold in the Company?s initial public offering of 21,308,813 units, completed on March 8, 20 |
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| March 15, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Dated March 15, 2021 alexANDER mitchell |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A) Twin Ridge Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9151L112 (CUSIP Number) March 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| March 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 Twin Ridge Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40157 98- 1577338 (State or other jurisdiction of |
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| March 12, 2021 |
Twin Ridge Capital Acquisition Corp. Index to Balance Sheet EX-99.1 2 nc10021710x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Twin Ridge Capital Acquisition Corp. Index to Balance Sheet Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 8, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Twin Ridge Capital Acquisition Corp. Opinion |
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| March 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TWIN RIDGE CAPITAL ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9151L112** (CUSIP Number) MARCH 4, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate |
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| March 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 Twin Ridge Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40157 98- 1577338 (State or other jurisdiction of |
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| March 9, 2021 |
Letter Agreement, dated as of March 3, 2021, by and between the Company and the Sponsor Exhibit 10.4 March 3, 2021 Twin Ridge Capital Acquisition Corp. 707 Menlo Avenue, Suite 110 Menlo Park, California 94025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exemp |
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| March 9, 2021 |
Amended and Restated Memorandum and Articles of Association EX-3.1 3 nt10019162x9ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TWIN RIDGE CAPITAL ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 3 MARCH 2021 AND EFFECTIVE ON 3 MARCH 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDE |
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| March 9, 2021 |
EX-10.1 5 nt10019162x9ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 3, 2021, is entered into by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Com |
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| March 9, 2021 |
20,000,000 Units TWIN RIDGE CAPITAL ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT EX-1.1 2 nt10019162x9ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version 20,000,000 Units TWIN RIDGE CAPITAL ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT March 3, 2021 Barclays Capital Inc. Evercore Group L.L.C. As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Evercore Group L.L.C |
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| March 9, 2021 |
EX-10.2 6 nt10019162x9ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 8, 2021, by and between Twin Ridge Capital Acquisition Corp. a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, th |
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| March 9, 2021 |
Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 3, 2021, is made and entered into by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and each individual named on |
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| March 9, 2021 |
EX-10.5 9 nt10019162x9ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 TWIN RIDGE CAPITAL ACQUISITION CORP. 707 Menlo Avenue, Suite 110 Menlo Park, California 94025 March 3, 2021 Twin Ridge Capital Sponsor, LLC 707 Menlo Avenue, Suite 110 Menlo Park, California 94025 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration s |
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| March 9, 2021 |
Exhibit 4.1 WARRANT AGREEMENT TWIN RIDGE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 3, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated March 3, 2021, is by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in su |
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| March 5, 2021 |
$200,000,000 Twin Ridge Capital Acquisition Corp. 20,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252363 PROSPECTUS ? ? $200,000,000 Twin Ridge Capital Acquisition Corp. 20,000,000 Units Twin Ridge Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or s |
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| March 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Twin Ridge Capital Acquisition Corp. |
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| March 2, 2021 |
Twin Ridge Capital Acquisition Corp. 707 Menlo Avenue, Suite 110 Menlo Park, California 94025 March 2, 2021 VIA EDGAR Scott Anderegg Attorney-Advisor Office of Trade & Services Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Twin Ridge Capital Acquisition Corp. mendment No. 1 Registration Statement on Form S-1 Filed on February 23, 202 |
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| March 2, 2021 |
Twin Ridge Capital Acquisition Corp. Twin Ridge Capital Acquisition Corp. 707 Menlo Park Avenue, Suite 110 Menlo Park, CA 94025 March 2, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Twin Ridge Capital Acquisition Corp. Registration Statement on Form S-1 File No. 333-252363 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| March 2, 2021 |
* * * [Signature Page Follows] March 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 26, 2021 |
As filed with the United States Securities and Exchange Commission on February 26, 2021 under the Securities Act of 1933, as amended. |
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| February 26, 2021 |
20,000,000 Units TWIN RIDGE CAPITAL ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT EX-1.1 2 nt10019162x3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 20,000,000 Units TWIN RIDGE CAPITAL ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT March [●], 2021 Barclays Capital Inc. Evercore Group L.L.C. As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Evercore Group L.L.C. 55 East 52nd S |
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| February 23, 2021 |
Exhibit 4.4 WARRANT AGREEMENT TWIN RIDGE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capac |
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| February 23, 2021 |
EX-10.5 14 nt10019162x2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 TWIN RIDGE CAPITAL ACQUISITION CORP. 707 Menlo Avenue, Suite 110 Menlo Park, California 94025 [●], 2021 Twin Ridge Capital Sponsor, LLC 707 Menlo Avenue, Suite 110 Menlo Park, California 94025 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration stat |
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| February 23, 2021 |
EX-99.3 19 nt10019162x2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF GARY PILNICK Twin Ridge Capital Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, |
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| February 23, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Twin Ridge Capital Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] war |
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| February 23, 2021 |
EX-3.2 3 nt10019162x2ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TWIN RIDGE CAPITAL ACQUISITION CORP. (adopted by special resolution dated [ ] 2021 and effective on [ ] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RE |
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| February 23, 2021 |
Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi |
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| February 23, 2021 |
Exhibit 99.1 CONSENT OF ALISON BURNS Twin Ridge Capital Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to |
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| February 23, 2021 |
EX-99.2 18 nt10019162x2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF PAUL HENRYS Twin Ridge Capital Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, a |
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| February 23, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between Twin Ridge Capital Acquisition Corp. a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fi |
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| February 23, 2021 |
EX-3.1 2 nt10019162x2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TWIN RIDGE CAPITAL ACQUISITION CORP. Auth Code: B77078278112 www.verify.gov.ky THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TWIN RIDGE CAPITAL ACQUISITION |
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| February 23, 2021 |
SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES TWIN RIDGE CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF TWIN RIDGE CAPITAL ACQUISITION CORP. (THE ?CO |
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| February 23, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Twin Ridge Capital Acquisition Corp. CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordina |
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| February 23, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on February 23, 2021 under the Securities Act of 1933, as amended. |
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| February 23, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.3 12 nt10019162x2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Compan |
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| February 23, 2021 |
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and each individual named on the |
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| February 23, 2021 |
EX-10.8 15 nt10019162x2ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 [●], 2021 Twin Ridge Capital Acquisition Corp. 707 Menlo Avenue, Suite 110 Menlo Park, California 94025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Twin Ridge Capita |
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| January 22, 2021 |
EX-10.6 3 nt10019162x1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR |
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| January 22, 2021 |
Exhibit 3.1 Authorisation Code : 994752776264 www.verify.gov.ky 08 January 2021 MC-369912 Certificate Of Incorporation Assistant Registrar of Companies of the Cayman Islands Twin Ridge Capital Acquisition Corp. an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the 7th day of January Two Thousand Twenty-One Given under my hand and Seal at George Town in |
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| January 22, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 22, 2021 under the Securities Act of 1933, as amended. |
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| January 22, 2021 |
Twin Ridge Capital Acquisition Corp. 707 Menlo Avenue Suite 110 Menlo Park, CA 94025 Exhibit 10.7 Twin Ridge Capital Acquisition Corp. 707 Menlo Avenue Suite 110 Menlo Park, CA 94025 January 12, 2021 Twin Ridge Capital Sponsor, LLC 707 Menlo Avenue Suite 110 Menlo Park, CA 94025 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on January 11, 2021 by and between Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company ( |
