ArcLight Clean Transition Corp. II (Nasdaq: ACTD) ("ArcLight"),
a publicly-traded special purpose acquisition company, announced
today that ArcLight’s registration statement on Form S-4 has been
declared effective by the U.S. Securities and Exchange Commission
(“SEC”) relating to the previously announced business combination
(the “Business Combination”) with OPAL Fuels LLC (“OPAL Fuels”), a
vertically integrated producer and distributor of renewable natural
gas (RNG).
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ArcLight will mail the definitive proxy statement/prospectus
(the “Proxy Statement”) to shareholders of record as of the close
of business on June 1, 2022 (the “Record Date”). The Proxy
Statement contains a notice and voting instruction form and a proxy
card, relating to ArcLight’s extraordinary general meeting (the
“Special Meeting”).
The Special Meeting to approve the pending Business Combination
is scheduled to be held on July 15, 2022, at 9:00 a.m. Eastern
Time. The Special Meeting will be held in virtual format and
physically at the offices of Kirkland & Ellis LLP located at
609 Main Street, Houston, Texas 77002. The Special Meeting can be
accessed via live webcast at https://www.cstproxy.com/actcii/2022.
If the proposals at the Special Meeting are approved, the parties
anticipate that the Business Combination will close and trading of
the combined entity will commence on the Nasdaq under the new
ticker symbol “OPAL” shortly thereafter, subject to the
satisfaction or waiver, as applicable, of all other closing
conditions.
Every shareholder’s vote is important, regardless of the number
of shares held. Accordingly, ArcLight requests that each
shareholder complete, sign, date and return a proxy card (online or
by mail) as soon as possible and by no later than 11:59 p.m.
Eastern Time on July 14, 2022, to ensure that the shareholder’s
shares will be represented at the Special Meeting. Shareholders who
hold shares in “street name” (i.e., those shareholders whose shares
are held of record by a broker, bank, or other nominee) should
contact their broker, bank, or nominee to ensure that their shares
are voted.
If any individual ArcLight shareholder does not receive the
Proxy Statement, such shareholder should (i) confirm his or her
Proxy Statement’s status with his or her broker or (ii) contact
Morrow Sodali LLC, ArcLight’s proxy solicitor, for assistance via
e-mail at ACTD.info@investor.morrowsodali.com or toll-free call at
(800) 662-5200. Banks and brokers can place a collect call to
Morrow Sodali at (203) 658-9400.
About OPAL Fuels LLC
OPAL Fuels LLC 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, constructs, and services 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.
About ArcLight Clean Transition Corp. II
ArcLight, 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.
About Fortistar
Founded in 1993, Fortistar is a privately-owned investment firm
that provides capital to build, grow and manage companies that
address complex sustainability challenges. Fortistar utilizes its
capital, flexibility, and operating expertise to grow
high-performing assets, first in independent power projects and now
into other areas that support decarbonization. For more information
about Fortistar or its portfolio companies, please visit:
www.fortistar.com and follow the company on LinkedIn.
Important Information and Where to Find It
ArcLight has filed with the SEC a Registration Statement on Form
S-4 (as amended, the “Registration Statement”), which includes the
Proxy Statement, in connection with the Business Combination.
ArcLight will mail the Proxy Statement and other relevant documents
to shareholders of ArcLight as of the Record Date. ArcLight’s
shareholders and other interested persons are advised to read, the
preliminary proxy statement/prospectus, and amendments thereto,
and, when available, the Proxy Statement in connection with
ArcLight’s solicitation of proxies for its shareholders’ meeting to
be held to approve the Business Combination because the Proxy
Statement contains important information about ArcLight, OPAL Fuels
and the Business Combination. 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.
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 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 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 of 1933, as amended.
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OPAL Fuels
Media Jason Stewart Senior Director Public Relations and
Marketing 914-421-5336 jstewart@opalfuels.com
ICR, Inc. OPALFuelsPR@icrinc.com
Investors ICR, Inc. OPALFuelsIR@icrinc.com
ArcLight Clean Transition Corp.
II
Investors Marco Gatti Chief Financial Officer
617-531-6300 investor.relations@arclightclean.com
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