Item 5.07 Submission of Matters to a Vote of Security Holders
On July 15, 2022, ArcLight Clean Transition Corp. II ("ArcLight") held an
extraordinary general meeting of its shareholders (the "Special Meeting"), at
which holders of 29,019,058 ordinary shares (consisting of 21,239,982 Class A
ordinary shares and 7,779,076 Class B ordinary shares) were present in person or
by proxy, representing 74.61% of the voting power of ArcLight's ordinary shares
as of the date of the Special Meeting, and constituting a quorum for the
transaction of business. The proposals listed below are described in more detail
in the definitive proxy statement/prospectus of ArcLight which was filed with
the Securities and Exchange Commission (the "SEC") on June 27, 2022 (the "Proxy
Statement"). A summary of the voting results at the Special Meeting is set forth
below:
The shareholders approved the Business Combination Proposal, the Domestication
Proposal, the Organizational Documents Proposals, the Advisory Charter
Proposals, the Nasdaq Proposal and the Equity Incentive Plan Proposal (each as
defined in the Proxy Statement).
The voting results for each proposal were as follows:
The Business Combination Proposal:
For Against Abstain
27,257,394 1,761,614 50
The Domestication Proposal:
For Against Abstain
27,689,021 1,329,707 330
Organizational Documents Proposal:
For Against Abstain
27,689,022 1,329,706 330
Advisory Charter Proposal A:
For Against Abstain
21,970,748 5,717,777 1,330,533
Advisory Charter Proposal B:
For Against Abstain
25,658,604 2,029,719 1,330,735
Advisory Charter Proposal C:
For Against Abstain
25,421,917 2,266,606 1,330,535
Advisory Charter Proposal D:
For Against Abstain
22,207,633 5,480,880 1,330,545
Advisory Charter Proposal E:
For Against Abstain
21,970,416 5,718,107 1,330,535
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Advisory Charter Proposal F:
For Against Abstain
25,659,006 2,029,709 1,330,343
The Nasdaq Proposal:
For Against Abstain
26,339,017 2,679,711 330
The Equity Incentive Plan Proposal:
For Against Abstain
21,870,447 7,148,081 530
As there were sufficient votes to approve the above proposal, the "Adjournment
Proposal" described in the Proxy Statement was not presented to shareholders.
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by that certain Business
Combination Agreement, dated as of December 2, 2021, by and among ArcLight, OPAL
Fuels LLC, a Delaware limited liability company ("OPAL Fuels") and OPAL HoldCo
LLC, a Delaware limited liability company, including the Domestication and the
Business Combination (as such terms are defined in the Proxy Statement), are
expected to be consummated upon satisfaction of all closing conditions.
Following the consummation of the Transactions, the common stock and warrants of
New OPAL (as such term is defined in the Proxy Statement) are expected to begin
trading on the Nasdaq Capital Market under the symbols "OPAL" and "OPALW,"
respectively.
Important Information and Where to Find It
In connection with the Business Combination, ArcLight has filed with the SEC a
Registration Statement on Form S-4 (as amended, the "Registration Statement"),
which includes the related proxy statement/prospectus of ArcLight with respect
to the shareholders' meeting (the "Proxy Statement"). The Registration Statement
was declared effective by the SEC on June 27, 2022. This document does not
contain all the information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment decision or
any other decision in respect of the Business Combination.
INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT ARCLIGHT, OPAL FUELS, THE BUSINESS COMBINATION AND RELATED
MATTERS.
Shareholders will also be able to obtain copies of the Registration Statement,
without charge, 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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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 statement 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 Statement Regarding
Forward-Looking Statements" in the Registration Statement and other filings with
the SEC, as well as (1) 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; (2) macroeconomic
conditions related to the global COVID-19 pandemic; (3) the effects of increased
competition; (4) 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; (5) the ability to identify, acquire, develop and operate renewable
projects and RNG fueling stations; (6) 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; (7)
the outcome of any legal proceedings that may be instituted in connection with
the proposed transaction; and (8) 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.
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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 of 1933, as amended.
Item 8.01. Other Events.
On July 18, 2022, ArcLight issued a press release announcing the results of the
Special Meeting. A copy of the press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated July 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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