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

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~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): November 22, 2021~~ 1934

Date of report (Date of earliest event reported): December 10, 2021

Decarbonization Plus Acquisition Corporation II

(Exact name of registrant as specified in its charter)

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

2744 Sand Hill Road, Suite 100 Menlo Park, CA		94025
2744 Sand Hill Road, Suite 100Menlo Park, CA		94025
(Address of principal executive offices)		(Zip Code)
(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-commencements 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 registered	Trading Symbol(s)	Name of each exchangeon which registered
Title of each class		TradingSymbol(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	Nasdaq Capital Market
Units, each consisting of one share of Class A common stock and one-third of one warrant		DCRNU	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	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		DCRNW	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 41.~~02Non-Reliance~~01 onEntry ~~Previously~~into ~~Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

Decarbonization Plus Acquisition Corporation II, a Delaware corporation (the “Company”), was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The ~~amended~~disclosure ~~and~~contained ~~restated~~in ~~certificate~~Item of incorporation of the Company (the “Charter”) provides that, prior to the consummation of the Initial Business Combination, the Company shall provide all holders of shares of Class A common stock, par value $02.~~001~~03 ~~per~~is ~~share,~~incorporated ofby ~~the~~reference ~~Company (“Class A common stock”) included as part of the units sold~~ in ~~the~~this ~~Company’s~~Item initial public offering (the “Offering Shares”) with the opportunity to have their Offering Shares redeemed upon the consummation of the Initial Business Combination pursuant to, and subject to the limitations of, the terms of the Charter; provided, however, that the Company shall not redeem or repurchase Offering Shares to the extent that 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.01.

InItem 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 equity2.03 InCreation ~~the Company’s (i) balance sheet as~~ of ~~February~~a 8,Direct 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, 2021, (ii) financial statements as of March 31, 2021 and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 28, 2021, and (iii) financial statements as of June 30, 2021 and for the six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 18, 2021 (collectively, the “Financial ~~Statements”),~~Obligation ~~the Company classified a portion of the Offering Shares in permanent equity,~~ or ~~total~~an ~~stockholder’s~~Obligation ~~(deficit)~~under ~~equity. Although the Company did not specify a maximum redemption threshold, the Charter provision described above does not permit the Company to redeem Offering Shares in~~ an ~~amount~~Off-Balance ~~that~~Sheet ~~would~~Arrangement cause its net tangible assets to be less than $5,000,001. Management has now determined, after consultation with its advisors, that the Offering Shares can be redeemed or become redeemable subject to the occurrence of ~~future~~a ~~events considered to be outside the Company’s control~~Registrant. Accordingly, the Company’s management has concluded that the Company should present all Offering Shares as temporary equity and recognize accretion from the initial book value to redemption value at the time of the Company’s initial public offering and in accordance with ASC 480.

On ~~November~~December 2210, 2021, Decarbonization Plus Acquisition Corporation II (the ~~Audit~~“Company”) ~~Committee~~issued ofan unsecured promissory note (the ~~Board~~“Note”) ofin ~~Directors~~the principal amount of ~~the~~$1,500,000 ~~Company~~to Decarbonization Plus Acquisition Sponsor II LLC (the “~~Audit Committee~~Sponsor”). ~~concluded,~~The ~~after~~Note ~~discussion~~does ~~with~~not bear interest and is repayable in full upon consummation of the Company’s ~~management,~~initial ~~that~~business combination (a “Business Combination”). If the ~~Financial~~Company ~~Statements~~does ~~should~~not nocomplete ~~longer~~a Business Combination, the Note shall not be ~~relied~~repaid ~~upon~~and ~~due~~all toamounts ~~changes~~owed ~~required~~under it will be forgiven. Immediately prior to ~~reclassify~~the ~~all~~consummation of ~~the~~a ~~Company’s~~Business ~~Offering~~Combination, ~~Shares~~the inSponsor ~~temporary~~shall ~~equity.~~have Asthe ~~such~~option, ~~the~~but ~~Company~~not ~~intends~~the obligation, to ~~file~~convert anall ~~amendment~~or toa ~~its~~portion ~~Quarterly~~of ~~Report~~the onunpaid ~~Form~~principal ~~10-Q~~balance ~~for~~of the ~~quarterly~~Note ~~period~~into ~~ended~~that ~~September~~number 30of warrants to purchase one share of Class A Common Stock, ~~2021~~$0.0001 ~~reflecting~~par ~~this~~value ~~reclassification~~per share, of the Company (the “~~Amended~~Working ~~Third~~Capital ~~Quarter 10-Q~~Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The ~~adjustments~~terms toof the ~~Financial~~Working ~~Statements~~Capital Warrants will be ~~set~~identical ~~forth~~to ~~through~~the ~~expanded~~terms ~~disclosure~~of inthe warrants issued by the ~~financial~~Company ~~statements~~to ~~included~~the Sponsor in a private placement that took place simultaneously with the ~~Amended~~Company’s ~~Third~~initial ~~Quarter~~public ~~10-Q~~offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The ~~Company’s~~Note ~~management~~was ~~and~~issued ~~the~~pursuant ~~Audit~~to ~~Committee~~the ~~have~~exemption ~~discussed~~from ~~the~~registration ~~matters~~contained ~~disclosed~~ in ~~this~~Section 4(a)(2) ~~Current~~of ~~Report~~the onSecurities ~~Form~~Act ~~8-K~~of ~~with WithumSmith+Brown~~1933, ~~PC,~~as ~~the Company’s independent registered accounting firm~~amended.

~~SIGNATURES~~The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

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

(d) Exhibits.


Exhibit Number		Description

10.1		Promissory Note, dated December 10, 2021, issued by the Company to the Sponsor

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: December 10, 2021	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary

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