Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed by ArcLight Clean Transition Corp. II, an exempted
company incorporated in the Cayman Islands with limited liability ("ArcLight"),
in its Current Report on Form 8-K that was filed with the Securities and
Exchange Commission ("SEC") on December 3, 2021, ArcLight entered into certain
subscription agreements, dated as of December 2, 2021, the "Subscription
Agreements") with certain investors named therein (the "PIPE Investors") in
connection with ArcLight's previously announced business combination (the
"Business Combination") with Opal Fuels, LLC, a Delaware limited liability
company ("OPAL Fuels"). Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed thereto in the Subscription Agreements.
ArcLight today announced that thus far, PIPE Investors representing $110,806,000
(or approximately 89%) of committed equity financing for the Business
Combination have entered into amendments with respect to such PIPE Investors'
Subscription Agreements (the "Amended Subscription Agreements"), whereby the
termination provisions under Section 8 of such agreements were amended to extend
the term of each Amended Subscription Agreements by 60 days (the "PIPE
Extension").
The foregoing description of the PIPE Extension is not complete and is qualified
in its entirety by reference to the full text of the PIPE Extension, a copy of
the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
About OPAL Fuels LLC
OPAL Fuels, a Fortistar portfolio company, is a leading vertically integrated
renewable fuels platform involved in the production and distribution of
renewable natural gas (RNG) for the heavy-duty truck market. RNG is a proven
low-carbon fuel that is rapidly decarbonizing the transportation industry now
while also significantly reducing costs for fleet owners. OPAL Fuels captures
harmful methane emissions at the source and recycles the trapped energy into a
commercially viable, lower-cost alternative to diesel fuel. OPAL Fuels also
develops and constructs RNG and hydrogen fueling stations. As a producer and
distributor of carbon-reducing fuel for heavy-duty truck fleets for more than a
decade, the company delivers best-in-class, complete renewable solutions to
customers and production partners. To learn more about OPAL Fuels and how it is
leading the effort to capture North America's harmful methane emissions and
decarbonize the transportation industry, please visit www.opalfuels.com and
follow the company on LinkedIn and Twitter at @OPALFuels.
OPAL Fuels also previously announced an agreement for a business combination
with ArcLight Clean Transition Corp. II (Nasdaq: ACTD) ("ArcLight"), which is
expected to result in OPAL Fuels becoming a public company listed on the Nasdaq
Stock Exchange in second quarter of 2022, subject to customary closing
conditions.
About ArcLight Clean Transition Corp. II
ArcLight, ArcLight Clean Transition Corp. II, led by Chairman Daniel Revers and
President and Chief Executive Officer Jake Erhard, is a special purpose
acquisition company formed for the purpose of effecting a capital stock
exchange, asset acquisition, share purchase, reorganization, or similar business
combination with one or more businesses focused on opportunities created by the
accelerating transition toward sustainable use of energy and natural resources.
Additional Information
ArcLight has filed with the SEC a Registration Statement on Form S-4 (as
amended, the "Registration Statement"), which includes a preliminary proxy
statement/prospectus of ArcLight, in connection with the proposed merger
transaction (the "Business Combination") involving ArcLight and OPAL Fuels.
After the Registration Statement is declared effective, ArcLight will mail a
definitive proxy statement/prospectus and other relevant documents to
stockholders of ArcLight as of a record date to be established for voting on the
Business Combination. ArcLight's stockholders and other interested persons are
advised to read the preliminary proxy statement/prospectus and amendments
thereto, and, when available, the definitive proxy statement/prospectus in
connection with ArcLight's solicitation of proxies for its stockholders' meeting
to be held to approve the Business Combination because the proxy
statement/prospectus will contain important information about ArcLight, OPAL
Fuels and the Business Combination. Stockholders will also be able to obtain
copies of the Registration Statement, without charge, once available, at the
SEC's website at www.sec.gov. In addition, the documents filed by ArcLight may
be obtained free of charge from ArcLight at https://www.arclightclean.com or by
directing a request to: ArcLight Clean Transition Corp. II, 200 Clarendon
Street, 55th Floor, Boston, MA 02116.
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Participants in the Solicitation
ArcLight, OPAL Fuels and their respective directors, executive officers, other
members of management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of ArcLight's shareholders in
connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests in the
Business Combination of ArcLight's directors and officers, and OPAL Fuels'
directors and executive officers, in ArcLight's filings with the SEC, including
the Registration Statement.
Forward Looking Statements
Certain statements in this communication may be considered forward-looking
statements. Forward-looking statements are statements that are not historical
facts and generally relate to future events or ArcLight's or OPAL Fuels' future
financial or other performance metrics. In some cases, you can identify
forward-looking statements by terminology such as "believe," "may," "will,"
"potentially," "estimate," "continue," "anticipate," "intend," "could," "would,"
"project," "target," "plan," "expect," or the negatives of these terms or
variations of them or similar terminology. Such forward-looking statements,
including the identification of a target business and a potential business
combination or other such transaction are subject to risks and uncertainties,
which could cause actual results to differ materially from those expressed or
implied by such forward looking statements. New risks and uncertainties may
emerge from time to time, and it is not possible to predict all risks and
uncertainties. These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by ArcLight and its management,
and OPAL Fuels and its management, as the case may be, are inherently uncertain
and subject to material change. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to, various
factors beyond management's control, including general economic conditions and
other risks, uncertainties and factors set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the
Registration Statement and other filings with the Securities and Exchange
Commission (SEC), as well as (1) the inability to complete the proposed
transaction; (2) factors associated with companies, such as OPAL Fuels, that are
engaged in the production and integration of renewable natural gas (RNG),
including anticipated trends, growth rates, and challenges in those businesses
and in the markets in which they operate; (3) macroeconomic conditions related
to the global COVID-19 pandemic; (4) the effects of increased competition; (5)
contractual arrangements with, and the cooperation of, landfill and livestock
waste site owners and operators, on which OPAL Fuels operates its landfill gas
and livestock waste projects that generate electricity and RNG prices for
environmental attributes, low carbon fuel standard credits and other incentives;
(6) the ability to identify, acquire, develop and operate renewable projects and
RNG fueling stations; (7) the failure to realize the anticipated benefits of the
proposed transaction, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain key employees;
(8) delays in obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory reviews required to
complete the proposed transaction; (9) the outcome of any legal proceedings that
may be instituted in connection with the proposed transaction; (10) the amount
of redemption requests made by ArcLight's public shareholders; and (11) the
ability of the combined company that results from the proposed transaction to
issue equity or equity-linked securities or obtain debt financing in connection
with the transaction or in the future. Nothing in this communication should be
regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated results of
such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements in this communication, which speak only
as of the date they are made and are qualified in their entirety by reference to
the cautionary statements herein. Both ArcLight and OPAL Fuels expressly
disclaim any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in ArcLight's or OPAL Fuels' expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Disclaimer
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Amendment to Subscription Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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