OPAL Fuels Inc. current report, 25 March 2021

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Business Context and Reporting Period

This March 25, 2021 Form 8-K was filed by ArcLight Clean Transition Corp. II, a Cayman Islands special purpose acquisition company (SPAC), not OPAL Fuels Inc. The report covers the closing of the company’s initial public offering on March 25, 2021; it was signed and filed on March 31, 2021.

Key Financial and Capitalization Metrics

  • The company sold 31,116,305 units at $10.00 per unit, generating gross IPO proceeds of approximately $311.2 million.
  • The units included Class A ordinary shares and one-fifth of a redeemable warrant.
  • The underwriters partially exercised their over-allotment option for an additional 3,616,305 units, compared with an available option for 4,125,000 units.
  • The company issued 9,223,261 private placement warrants to ArcLight CTC Holdings II, L.P. at $1.00 per warrant.
  • Aggregate offering proceeds placed in the trust account totaled $311,163,050.
  • The proceeds were held in trust with Continental Stock Transfer & Trust Company and were generally unavailable for corporate use before completion of an initial business combination.
  • The filing does not provide revenue, profit, operating cash flow, margins, debt balances, or broader liquidity metrics.
  • An audited balance sheet as of March 25, 2021 was filed as Exhibit 99.1.

Material Changes and Transaction Terms

The material event was completion of the IPO and related private placement. Trust-account funds may generally be released to the company only upon completion of an initial business combination, while public shareholders may receive funds through permitted redemptions.

Guidance, Outlook, Risks, and Contingencies

  • The company had not yet completed an initial business combination as of the filing.
  • If no business combination is completed within 24 months of the IPO closing, public shares are generally subject to redemption. The deadline may extend to 30 months if the company has executed a letter of intent, agreement in principle, or definitive agreement within the initial 24-month period.
  • Trust-account interest may be released to pay income taxes, if any.
  • Public shareholders may have redemption rights in connection with a business combination or specified amendments to the company’s governing documents.
  • The filing provides no operating guidance or management forecast.

Investor Verification Items

  • Verify the audited March 25, 2021 balance sheet in Exhibit 99.1, including cash, offering costs, and warrant liabilities.
  • Confirm the final number of public units sold and the amount deposited in the trust account.
  • Review the terms and potential dilution from the 9,223,261 private placement warrants and public warrants.
  • Confirm the applicable business-combination deadline and shareholder redemption provisions.
  • Resolve the issuer discrepancy: the supplied filing identifies ArcLight Clean Transition Corp. II, while the request identifies OPAL Fuels Inc.