- Shareholders of ArcLight Clean Transition Corp. II (“ArcLight”)
have approved the previously announced business combination (the
“Business Combination”) at the Special Meeting held on July
15.
- Transaction is anticipated to close upon satisfaction of all
closing conditions.
ArcLight (Nasdaq: ACTD) announced today that shareholders
approved the previously proposed business combination with OPAL
Fuels LLC (“OPAL Fuels”), a vertically integrated producer and
distributor of renewable natural gas (“RNG”).
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The formal results of the vote will be included in a Current
Report on Form 8-K to be filed by ArcLight with the U.S. Securities
and Exchange Commission (the “SEC”).
The business combination is expected to close upon satisfaction
of all closing conditions. The combined entity will be renamed OPAL
Fuels Inc. and its Class A ordinary shares will trade on the Nasdaq
under the ticker symbol “OPAL” and its warrants will trade on the
Nasdaq under the ticker symbol “OPALW”.
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.
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.
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.
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
Marco Gatti Chief Financial Officer 617-531-6300
investor.relations@arclightclean.com
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