UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): November 22, 2021

Date of Report (Date of earliest event reported): October 13, 2021

Decarbonization Plus Acquisition Corporation II

(Exact name of registrant as specified in its charter)

Delaware	001-40000	85-4197795
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2744 Sand Hill Road, Suite 100Menlo Park, CA		94025
2744 Sand Hill Road, Suite 100 Menlo Park, CA		94025
(Address of principal executive offices)		(Zip Code)

(212) 993-0076

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)	Name of each exchangeon which registered
Title of each class registered	Trading Symbol(s)	Name of each exchangeon which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant	DCRNU	~~DCRNU~~Nasdaq Capital Market	~~Nasdaq Capital Market~~
Class A common stock, par value $0.0001 per share		DCRN	Nasdaq Capital Market
Class A Common stock, par value $0.0001 per share	DCRN	Nasdaq Capital Market
Warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share	DCRNW	~~DCRNW~~Nasdaq Capital Market	~~Nasdaq Capital Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 74.~~01.~~02Non-Reliance ~~Regulation~~on FDPreviously ~~Disclosure~~Issued Financial Statements or a Related Audit Report or Completed Interim Review.

~~As previously announced by~~ Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), onwas ~~May 25,~~formed ~~2021,~~for the ~~Company~~purpose of effecting a merger, ~~Tritium~~capital ~~Holdings~~stock ~~Pty~~exchange, ~~Ltd~~asset acquisition, anstock ~~Australian~~purchase, ~~proprietary~~reorganization ~~company~~or ~~limited~~similar bybusiness ~~shares~~combination with one or more businesses (the “~~Tritium~~Initial Business Combination”),. ~~Tritium~~The ~~DCFC~~amended ~~Limited,~~and anrestated ~~Australian~~certificate ~~public~~of ~~company~~incorporation ~~limited~~of bythe ~~shares~~Company (the “~~NewCo~~Charter”) provides that, ~~and~~prior ~~Hulk~~to ~~Merger~~the ~~Sub,~~consummation ~~Inc.~~of the Initial Business Combination, athe ~~Delaware~~Company ~~corporation~~shall ~~and~~provide ~~wholly~~all ~~owned~~holders ~~subsidiary~~of shares of ~~NewCo~~Class A common stock, ~~entered~~par ~~into~~value a$0.001 ~~Business~~per ~~Combination~~share, ~~Agreement~~of the Company (“Class A common stock”) included as ~~amended~~part onof ~~July 27,~~the ~~2021~~units bysold in the ~~First~~Company’s ~~Amendment~~initial public offering (the “Offering Shares”) with the opportunity to have their Offering Shares redeemed upon the consummation of the Initial Business Combination ~~Agreement~~pursuant to, and subject to the ~~“Business~~limitations ~~Combination~~of, ~~Agreement~~the terms of the Charter; provided,” ~~and~~however, that the ~~transactions~~Company ~~contemplated~~shall bynot redeem or repurchase Offering Shares to the ~~Business~~extent ~~Combination~~that ~~Agreement~~such redemption would result in the Company’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, (or any successor rule) in excess of $5 million or any greater net tangible asset or cash requirement which may be contained in the “agreement relating to the Initial Business Combination”).

OnIn ~~October 13~~accordance with Financial Accounting Standards Board Accounting Standards Codification 480, “Distinguishing Liabilities from Equity” (“ASC 480”), redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. In the Company’s (i) balance sheet as of February 8, 2021 included in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 12, ~~Tritium~~2021, ~~issued~~(ii) afinancial ~~press~~statements ~~release~~as ~~announcing~~of aMarch ~~business~~31, ~~update~~2021 and for the three months ended ~~September 30~~March 31, 2021. Aincluded ~~copy~~in of the ~~press~~Company’s ~~release~~Quarterly isReport ~~attached~~on ~~hereto~~Form as10-Q ~~Exhibit~~filed ~~99.1~~with the SEC on May 28, 2021, and ~~incorporated~~(iii) ~~herein~~financial bystatements ~~reference.~~as ~~Such~~of ~~exhibit~~June 30, 2021 and for the ~~information~~six ~~set~~months ~~forth~~ended ~~therein~~June ~~will~~30, ~~not~~2021 beincluded ~~deemed~~in tothe beCompany’s Quarterly Report on Form 10-Q filed ~~for~~with ~~purposes~~the ofSEC ~~Section~~ on August 18, of2021 (collectively, the ~~Securities~~“Financial ~~Exchange~~Statements”), ~~Act~~the Company classified a portion of ~~1934~~the Offering Shares in permanent equity, asor ~~amended~~total stockholder’s (deficit) equity. Although the ~~“Exchange~~Company ~~Act”)~~did not specify a maximum redemption threshold, orthe ~~otherwise~~Charter beprovision ~~subject~~described toabove does not permit the ~~liabilities~~Company ofto redeem Offering Shares in an amount that ~~section,~~would ~~nor~~cause ~~will~~its itnet betangible ~~deemed~~assets to be ~~incorporated~~less bythan ~~reference~~$5,000,001. inManagement ~~any~~has ~~filing~~now ~~under~~determined, after consultation with its advisors, that the ~~Securities~~Offering ~~Act~~Shares can be redeemed or become redeemable subject to the occurrence of ~~1933~~future events considered to be outside the Company’s control. Accordingly, the Company’s management has concluded that the Company should present all Offering Shares as ~~amended~~temporary (equity and recognize accretion from the ~~“Securities~~initial ~~Act”)~~book orvalue to redemption value at the ~~Exchange~~time ~~Act~~of the Company’s initial public offering and in accordance with ASC 480.

~~Item~~On 9November 22, 2021, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Financial Statements should no longer be relied upon due to changes required to reclassify all of the Company’s Offering Shares in temporary equity.01 As such, the Company intends to file an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 reflecting this reclassification (the “Amended Third Quarter 10-Q”). The adjustments to the Financial Statements ~~and~~will ~~Exhibits~~be set forth through expanded disclosure in the financial statements included in the Amended Third Quarter 10-Q.

~~(d)~~The ~~Exhibits.~~Company’s ~~The~~management ~~following~~and ~~exhibits~~the ~~are~~Audit ~~filed~~Committee ~~with~~have discussed the matters disclosed in this Current Report on Form 8-K: with WithumSmith+Brown, PC, the Company’s independent registered accounting firm.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated October 13, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Legend Information

Forward-Looking Statements

Certain statements made in this document are “forward-looking statements” with respect to the proposed Business Combination and including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the anticipated consummation and timing of the private offering of ordinary shares in the capital of NewCo to a certain investor (the “PIPE Financing”), the services offered by Tritium and the markets in which it operates, and NewCo’s projected future results. These forward-looking statements generally are identified by the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “targets,” “may,” “will,” “should,” “would,” “will be,” “will continue,” “will likely result,” “future,” “propose,” “strategy,” “opportunity” and variations of these words or similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or are not statements of historical matters are intended to identify forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, guarantees, assurances, predictions or definitive statements of fact or probability regarding future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NewCo’s, Tritium’s or the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to complete the Business Combination or the PIPE Financing in a timely manner or at all (including due to the failure to receive required stockholder or shareholder, as applicable, approvals, or the failure of other closing conditions such as the satisfaction of the minimum trust account amount following redemptions by the Company’s public stockholders and the receipt of certain governmental and regulatory approvals), which may adversely affect the price of the Company’s securities; the inability of the Business Combination to be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company; the

occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination or the PIPE Financing; the inability to recognize the anticipated benefits of the proposed Business Combination; the inability to obtain or maintain the listing of NewCo’s shares on a national exchange following the proposed Business Combination; costs related to the proposed Business Combination; the risk that the proposed Business Combination disrupts current plans and operations, business relationships or business generally as a result of the announcement and consummation of the proposed Business Combination; NewCo’s ability to manage growth; NewCo’s ability to execute its business plan and meet its projections; potential disruption in NewCo’s employee retention as a result of the Business Combination; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving NewCo, Tritium or the Company, including in relation to the Business Combination; changes in applicable laws or regulations and general economic and market conditions impacting demand for Tritium’s or NewCo’s products and services; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statement, and NewCo and the Company assume no obligation and do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Neither NewCo nor the Company gives any assurance that either NewCo or the Company will achieve its expectations.

Additional Information about the Business Combination and Where to Find It

In connection with the proposed Business Combination, NewCo, which will be the going-forward public company, has filed a preliminary registration statement on Form F-4 (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement of the Company. After the Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed to the stockholders of the Company as of a record date to be established for voting on the proposed Business Combination. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND THE EFFECTIVE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRITIUM, THE COMPANY, NEWCO AND THE BUSINESS COMBINATION. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov.

Participants in Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021, and is available free of charge at the SEC’s web site at www.sec.gov. Additional information regarding the interests of such participants will be set forth in the Registration Statement for the proposed Business Combination when available. NewCo and Tritium and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the Registration Statement for the proposed Business Combination when available.

No Offer or Solicitation

This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act or an exemption therefrom.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			DECARBONIZATION PLUS ACQUISITION CORPORATION II
Date: November 22, 2021	DECARBONIZATION PLUS ACQUISITION CORPORATION II
Date: October 13, 2021			By:	/s/ Peter Haskopoulos
	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos	~~Name:~~	~~Peter Haskopoulos~~
	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary	~~Title:~~	~~Chief Financial Officer, Chief Accounting Officer and Secretary~~

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