SC 13G 1 tm229290d1_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

TRITIUM DCFC LIMITED

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Q9225T108

(CUSIP Number)

January 13, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	Schedule 13G
CUSIP No. Q9225T108		Page 2 of 5

1	name of reporting person Ilwella Pty Ltd
2	check the appropriate box if a member of a group (a) ¨ (b) ¨
3	sec use only
4	citizenship or place of organization Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	sole voting power 12,937,543 (1)
		6	shared voting power 0
		7	sole dispositive power 12,937,543 (1)
		8	shared dispositive power 0
9	aggregate amount beneficially owned by each reporting person 12,937,543 (1)
10	check box if the aggregate amount in row (9) excludes certain shares ¨
11	percent of class represented by amount in row (9) 9.5% (2)
12	type of reporting person OO

(1) Includes 12,167,043 ordinary shares and 770,500 option shares that Ilwella Pty Ltd has the right to acquire within 60 days of February 11, 2022.

(2) Percentage calculated based on 135,380,695 ordinary shares outstanding as of February 7, 2022, as reported in the Registration Statement on Form F-1 filed by Tritium DCFC Limited with the Securities and Exchange Commission on February 11, 2022.

	Schedule 13G
CUSIP No. Q9225T108		Page 3 of 5

Item 1.

(a)

Name of Issuer

Tritium DCFC Limited

(b)

Address of Issuer’s Principal Executive Offices

48 Miller Street, Murarrie, QLD 4172, Australia

Item 2.

(a)

Name of Person Filing

Ilwella Pty Ltd

(b)

Address of Principal Business Office or, if None, Residence

L22, 56 Pitt St, Sydney, NSW 2000, Australia

(c)

Citizenship

Ilwella Pty Ltd is a propriety limited company organized under the laws of Australia.

(d)

Title of Class of Securities

Ordinary Shares, no par value

(e)

CUSIP Number

Q9225T108

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.

Ownership

(a)

Amount beneficially owned:

See Row 9 of the cover page

(b)

Percent of class:

See Row 11 of the cover page

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page

	Schedule 13G
CUSIP No. Q9225T108		Page 4 of 5

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certifications.

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

	Schedule 13G
CUSIP No. Q9225T108		Page 5 of 5

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 24, 2022

Ilwella Pty Ltd

	By:	/s/ Quentin Flannery
	Quentin Flannery
	Director

SEC Form SC 13G filed by Tritium DCFC Limited