Business Context and Reporting Period
This Form 8-K was filed by ArcLight Clean Transition Corp. II, a Cayman Islands special purpose acquisition company (SPAC), although the requested company is identified as OPAL Fuels Inc. The report concerns the IPO completed on March 22, 2021 and was signed on March 26, 2021. The filing does not report operating results for OPAL Fuels Inc.
Key Financial and Capitalization Metrics
- The company sold 31,116,305 units at $10.00 per unit, generating gross IPO proceeds of $311.2 million.
- Each unit included one Class A ordinary share and one-fifth of a redeemable warrant. Each whole public warrant is exercisable for one Class A ordinary share at $11.50 per share.
- The sponsor purchased 9,223,261 private placement warrants at $1.00 per warrant, generating $9.2 million of proceeds.
- IPO proceeds and certain private-placement proceeds were placed in a trust account. The filing text does not provide net proceeds after underwriting discounts, expenses, or the trust account balance.
- The filing does not provide revenue, profit, operating cash flow, margins, debt balances, liquidity ratios, or other operating financial metrics.
Material Changes and Transactions
- The SEC declared the IPO registration statement effective on March 22, 2021.
- The offering was increased from the originally stated 25.0 million units to 27.5 million units, followed by the partial exercise of the underwriters’ over-allotment option for an additional 3,616,305 units.
- The company entered into underwriting, warrant, trust-account, registration-rights, letter, and administrative-services agreements.
- The sponsor will provide office space and administrative support for $10,000 per month until the earlier of the initial business combination or liquidation.
- The company adopted amended and restated memorandum and articles of association in connection with the IPO.
Outlook, Risks, Contingencies, and Unusual Items
- The company is a SPAC and had not yet completed an initial business combination at the reporting date.
- The company must complete a business combination within 24 months of the offering, or within 30 months if it has executed a letter of intent, subject to the applicable governing documents; otherwise, it must facilitate liquidation and winding up.
- The sponsor, officers, and directors agreed to vote their Class A ordinary shares in favor of the initial business combination and accepted transfer restrictions and other obligations.
- The sponsor has the right to nominate three individuals for election to the board following completion of the initial business combination.
- Private placement warrants have terms differing from public warrants, including cashless exercise and redemption protections while held by the sponsor or permitted transferees.
- The filing does not provide a target, transaction valuation, operating guidance, or management forecast.
Investor Verification Items
- Confirm whether this filing relates to the requested OPAL Fuels Inc. security or to its predecessor/SPAC, ArcLight Clean Transition Corp. II.
- Review the trust-account balance and net IPO proceeds after underwriting discounts and offering expenses.
- Verify the terms, redemption provisions, dilution effects, and expiration dates of the public and private placement warrants.
- Review the deadline and conditions for completing the initial business combination and the related liquidation provisions.
- Read the full underwriting, trust, warrant, shareholder-rights, letter, and administrative-services agreements filed as exhibits.