As filed with the Securities and Exchange Commission on May 12, 2022

No. 333-262583

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

Amendment No. 4
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

ArcLight Clean Transition Corp. II*

(Exact name of registrant as specified in its charter)

_____________________

200 Clarendon Street, 55th Floor
Boston, Massachusetts 02116
617-531-6300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

John F. Erhard
Chief Executive Officer
200 Clarendon Street, 55th Floor
Boston, Massachusetts 02116
617-531-6300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Copies of all communications, including communications sent to agent for service, should be sent to:

_____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

____________

*         Immediately prior to the consummation of the Business Combination, ArcLight intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which ArcLight’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which continuing entity will be renamed “OPAL Fuels Inc.” following the Effective Time (as defined in the accompanying proxy statement/prospectus). As used herein, “New OPAL” refers to ArcLight after giving effect to the Business Combination.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

ARCLIGHT CLEAN TRANSITION CORP. II
A Cayman Islands Exempted Company
200 Clarendon Street, 55th Floor
Boston, Massachusetts 02116

NOTICE OF SPECIAL MEETING
TO BE HELD ON ______________, 2022

TO THE SHAREHOLDERS OF ARCLIGHT CLEAN TRANSITION CORP. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of ArcLight Clean Transition Corp. II, a Cayman Islands exempted company with limited liability (“ArcLight,” “we,” “us” or “our”), will be held at             a.m., Eastern Time, on             , 2022. For the purposes of ArcLight’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”), dated as of March 22, 2021 (the “Existing Organizational Documents”), the physical place of the meeting will be at the offices of Kirkland & Ellis LLP located at 609 Main Street, Houston, Texas 77002. In light of the novel coronavirus pandemic and to support the well-being of ArcLight’s shareholders, directors and officers, ArcLight encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/actcii/2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free), outside the U.S. and Canada +1 857-999-9155 (standard rates apply) when prompted enter the pin number 0732540#. This is listen-only, you will not be able to vote or enter questions during the Special Meeting. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt that certain business combination agreement, dated as of December 2, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “BCA” or the “Business Combination Agreement”), by and among ArcLight, OPAL Fuels LLC, a Delaware limited liability company (“OPAL Fuels”), and OPAL HoldCo LLC, a Delaware limited liability company and, as of the date of the signing, the sole member of OPAL Fuels (“OPAL HoldCo”), a copy of which is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides for, among other things, the following transactions (collectively, the “Business Combination”): (i) the conversion of each issued and outstanding Class B ordinary share, par value $0.0001 per share, of ArcLight (collectively, the “ArcLight Class B ordinary shares”) into one Class A ordinary share, par value $0.0001 per share, of ArcLight (each, an “ArcLight Class A ordinary share”); (ii) the Domestication (as defined below) will occur and, in connection with the Domestication, (A) ArcLight’s name will be changed to “OPAL Fuels Inc.”, (B) OPAL Fuels Inc. (“New OPAL”) will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication, (C) each outstanding ArcLight Class A ordinary share will convert into one share of Class A common stock of New OPAL, par value $0.0001 per share (the “New OPAL Class A Common Stock”), and (D) each outstanding warrant to purchase one ArcLight Class A ordinary share will represent the right to purchase one share of New OPAL Class A Common Stock at an exercise price of $11.50 per share; (iii) (A) OPAL Fuels and its existing members will cause OPAL Fuels’ existing limited liability company agreement to be amended and restated, (B) in connection therewith, all of the common units of OPAL Fuels issued and outstanding immediately prior to the closing of the Business Combination (the “Closing”) will be re-classified into a number of Class B common units of OPAL Fuels (collectively, the “OPAL Common Units”) calculated as a function of the pre-transaction equity value for OPAL Fuels equal to $1,501,870,000, less all principal and accrued interest outstanding immediately after the Closing pursuant to that certain Convertible Promissory Note, dated as of May 1, 2021 (as amended, including by that certain First Amendment to Convertible Note, dated November 29, 2021, the “Ares Note”), held by ARCC Beacon LLC, a Delaware limited liability company (“Ares”), (C) ArcLight will contribute to OPAL Fuels (x) the amount of cash in the trust account (the “Trust Account”) established by ArcLight with the proceeds from its IPO as of immediately prior to the Closing (and after, for the avoidance of doubt, giving effect to the exercise of redemption rights by any ArcLight shareholders (the “ACT Share Redemptions”)), plus (y) the aggregate cash proceeds actually received in respect of the PIPE Investment (as defined below) and (D) New OPAL will contribute to OPAL Fuels, and OPAL Fuels will in turn distribute to pre-closing members of OPAL Fuels, a number of shares of Class B common stock, par

value $0.0001 per share, of New OPAL (the “New OPAL Class B Common Stock”) and shares of Class D common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class D Common Stock”) (neither of such shares of New OPAL Class B Common Stock and shares of New OPAL Class D Common Stock will have any economic value but will entitle the holder thereof to one vote per share or five votes per share, respectively), with the number of such shares of New OPAL Class B Common Stock and shares of New OPAL Class D Common Stock equal to the number of OPAL Common Units held by each pre-closing member of OPAL Fuels, provided that in lieu of receiving a combination of OPAL Common Units and New OPAL Class B Common Stock, if elected, Ares may receive a number of shares of New OPAL Class A Common Stock equal to the number of shares of New OPAL Class B Common Stock it otherwise would have received; and (iv) OPAL Fuels will issue to ArcLight a number of Class A Units of OPAL Fuels equal to the number of shares of New OPAL Class A Common Stock then issued and outstanding (after giving effect to OPAL Fuels’ election to receive New OPAL Class A Common Stock in lieu of New OPAL Class B Common Stock, if any) (we refer to this proposal, collectively, as the “Business Combination Proposal”);

Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of ArcLight’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”);

Proposal No. 3 — The Organizational Documents Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of New OPAL, the post-Domestication company, which, if approved, would take effect at the time of the Domestication (we refer to this proposal as the “Organizational Documents Proposal”);

Proposal No. 4 — The Advisory Charter Proposals — to consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with guidance from the U.S. Securities and Exchange Commission (the “SEC”) to give shareholders the opportunity to present their separate views on important corporate governance provisions, as six sub-proposals (which proposals we refer to, collectively, as the “Advisory Charter Proposals”):

Advisory Charter Proposal 4A — to increase the authorized share capital from 555,000,000 shares, divided into 500,000,000 ArcLight Class A ordinary shares, 50,000,000 ArcLight Class B ordinary shares, and 5,000,000 preference shares, par value $0.0001 per share (the “ArcLight preferred shares”), to authorized capital stock of 1,120,000,000 shares, consisting of (i) 340,000,000 shares of New OPAL Class A Common Stock, (ii) 160,000,000 shares of New OPAL Class B Common Stock, (iii) 160,000,000 shares of Class C common stock, par value $0.0001 per share (“New OPAL Class C Common Stock”) of New OPAL, (iv) 160,000,000 shares of New OPAL Class D Common Stock (together with the New OPAL Class A Common Stock, New OPAL Class B Common Stock and New OPAL Class C Common Stock, the “New OPAL Common Stock”) and (v) 300,000,000 shares of preferred stock, par value $0.0001 per share (“New OPAL Preferred Stock”) of New OPAL;

Advisory Charter Proposal 4B — to provide that the Proposed Charter may be amended by holders of outstanding shares of each class of New OPAL Common Stock who shall be entitled to vote separately upon any proposed amendment to the Proposed Charter that would alter or change the powers, preferences or special rights of such class of New OPAL Common Stock in a manner that is disproportionately adverse as compared to the other classes of New OPAL Common Stock;

Advisory Charter Proposal 4C — to provide for (i) the election of directors by the board of directors of New OPAL (the “New OPAL Board”) unless it is a period when the holders of any series of New OPAL Preferred Stock have the right to elect additional directors per a certificate of designation filed by the New OPAL Board establishing shares of New OPAL Preferred Stock which may have powers, preferences and rights senior to, junior to, or pari passu with rights of New OPAL Common Stock, (ii) the filling of newly-created directorships or any vacancy on the New OPAL Board by a majority vote of the remaining directors then in office, even if less than a quorum, and not by the stockholders and (iii) the removal of directors with or without cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class;

Advisory Charter Proposal 4D — to provide that, unless New OPAL consents in writing to the selection of an alternative forum, the Delaware Court of Chancery (or, if and only if such court does not have subject matter jurisdiction thereof, another state court located within the State of Delaware, or if and only if all such state courts do not have subject matter jurisdiction thereof, then the federal district court for the State of Delaware) and any appellate court thereof shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action, suit or proceeding brought on behalf of New OPAL; (ii) any action, suit or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder of New OPAL to New OPAL or New OPAL’s stockholders; (iii) any action, suit or proceeding (including any class action) asserting a claim against New OPAL or any current or former director, officer, other employee, agent or stockholder of New OPAL arising out of or pursuant to any provision of the DGCL, the Proposed Organizational Documents (as each may be amended from time to time); (iv) any action, suit or proceeding (including any class action) to interpret, apply, enforce or determine the validity of the Proposed Organizational Documents (including any right, obligation or remedy thereunder); (v) any action, suit or proceeding as to which the DGCL confers jurisdiction to the Delaware Court of Chancery; or (vi) any action asserting a claim against New OPAL or any director, officer or other employee of New OPAL governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Further, unless New OPAL consents in writing to the selection of an alternative forum, the federal district courts shall be the exclusive forum for any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision;

Advisory Charter Proposal 4E — to provide that (i) each holder of record of New OPAL Class A Common Stock and New OPAL Class B Common Stock shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote, and (ii) each holder of record of New OPAL Class C Common Stock and New OPAL Class D Common Stock are entitled to five votes per share on all matters which stockholders generally are entitled to vote;

Advisory Charter Proposal 4F — to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that ArcLight have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination.

Proposal No. 5 — The Nasdaq Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (a) shares of New OPAL Class A Common Stock to the PIPE Investors (as defined below) pursuant to Subscription Agreements (as defined below), (b) the issuance of shares of New OPAL Class A Common Stock, New OPAL Class B Common Stock, New OPAL Class C Common Stock and New OPAL Class D Common Stock (i) pursuant to the terms of the Business Combination Agreement, (ii) upon the exchange of the OPAL Common Units pursuant to the amended and restated limited liability company agreement of OPAL Fuels and (iii) upon the conversion, in accordance with our Proposed Charter, of any such New OPAL Common Stock issued pursuant to (i) or (ii) (we refer to this proposal as the “Nasdaq Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal, the “Condition Precedent Proposals”);

Proposal No. 6 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Nasdaq Proposal is approved and adopted, the 2022 Omnibus Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex I (we refer to this proposal as the “Equity Incentive Plan Proposal”);

Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

Only holders of record of ArcLight’s Class A ordinary shares and Class B ordinary shares (collectively, “ArcLight ordinary shares”) at the close of business on , 2022 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy/statement prospectus sections entitled “Proposal No. 1 — The Business Combination Proposal”, “Proposal No. 2 — The Domestication Proposal”, “Proposal No. 3 — The Organizational Documents Proposal”, “Proposal No. 4 — The Advisory Charter Proposals”, “Proposal No. 5 — The Nasdaq Proposal”, “Proposal No. 6 — The Equity Incentive Plan Proposal” and “Proposal No. 7 — The Adjournment Proposal”, respectively.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read when available the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the ArcLight Board has determined that each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal are in the best interests of ArcLight and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of ArcLight’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of ArcLight and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of ArcLight Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Advisory Charter Proposals, the Equity Incentive Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

In connection with our IPO, on March 25, 2021, our sponsor, ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “Sponsor”), and our officers and directors at the time of our IPO entered into a letter agreement (the “IPO Letter Agreement”) pursuant to which they agreed, among other things, to vote their ArcLight Class B ordinary shares purchased prior to our IPO (the “founder shares”), as well as any ArcLight Class A ordinary shares sold by us in our IPO (“Public Shares”) purchased by them during or after our IPO, in favor of ArcLight’s initial business combination (including the proposals recommended by the ArcLight Board in connection with such business combination). Accordingly, we expect them to vote their shares in favor of all proposals being presented at the Special Meeting. As of the date hereof, our Initial Shareholders own approximately 20% of our total outstanding ArcLight ordinary shares. In addition, the Sponsor and each of our officers and directors entered into that certain sponsor letter agreement, dated December 2, 2021 (as amended from time to time, the “Sponsor Letter Agreement”), with OPAL Fuels, which, among other things, (i) amended the IPO Letter Agreement to definitively apply the voting and support provisions to the subject Business Combination with OPAL Fuels, (ii) subjected 10% of the founder shares owned by the Sponsor in the aggregate to earn-out provisions (the “Sponsor Earn-Out”) described in more detail below and (iii) provided that the Sponsor will pay any transaction expenses at Closing that exceed $26,000,000.

The terms of the Sponsor Earn-Out provide that effective immediately after the Closing, (i) 5% of the New OPAL Class A Common Stock beneficially owned by the Sponsor immediately following the Closing resulting from the conversion of its founder shares in connection with the Business Combination will be subject to forfeiture if not vested by the Sponsor Earn-Out End Date (such shares, the “First 50% Earn-Out Shares”) and (ii) an additional 5%

of the New OPAL Class A Common Stock beneficially owned by the Sponsor immediately following the Closing resulting from the conversion of its founder shares in connection with the Business Combination will be subject to forfeiture if not vested by the Sponsor Earn-Out End Date (such shares, the “Second 50% Earn Out Shares” and, together with the First 50% Earn-Out Shares, the “Sponsor Earn-Out Shares”). The Sponsor Earn-Out Shares will vest and no longer be subject to forfeiture as follows if, during the 60 months following the Closing (the final day of such period, the “Sponsor Earn-Out End Date”):

(1) (A) the VWAP of the New OPAL Class A Common Stock over any 20 trading days within any 30 consecutive trading day period is greater than or equal to $12.50 per share; or (B) a Sale (as defined below) is consummated in which the New OPAL Class A Common Stock are valued at greater than or equal to $12.50 per share, in which the case of either (A) or (B), the First 50% Earn-Out Shares will vest upon the close of market on the 20th such trading day or as of immediately prior to the closing of such Sale, respectively; and

(2) (A) the VWAP of the New OPAL Class A Common Stock over any 20 trading days within any 30 consecutive trading day period is greater than or equal to $15.00 per share; or (B) a Sale is consummated in which the New OPAL Class A Common Stock are valued at greater than or equal to $15.00 per share, in which the case of either (A) or (B), such Second 50% Earn-Out Shares will vest upon the close of market on the 20th such trading day or as of immediately prior to the closing of such Sale, respectively.

As used with respect to the Sponsor Earn-Out, “Sale” means (A) (1) a direct or indirect sale, lease, exchange or other transfer (regardless of the form of the transaction) in one transaction or a series of related transactions of a majority of New OPAL’s assets, as determined on a consolidated basis, to a third party or third parties acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) or (2) any transaction or series of transactions that results, directly or indirectly, in the shareholders of New OPAL as of immediately prior to such transactions holding, in the aggregate, less than 50% of the voting equity securities of New OPAL (or any successor of New OPAL) immediately after the consummation thereof (excluding any Sponsor Earnout Shares), in the case of each of clause (1) or (2), whether by amalgamation, merger, consolidation, arrangement, tender offer, recapitalization, purchase, issuance, sale or transfer of equity securities or assets or otherwise.

Pursuant to ArcLight’s Existing Organizational Documents, a holder of Public Shares (“Public Shareholder”) may request that ArcLight redeem all or a portion of its Public Shares (which would become shares of New OPAL Class A Common Stock in the Domestication) for cash if the Business Combination is consummated. For the purposes of Article 49.5 of the Existing Organizational Documents and the Cayman Islands Companies Act (As Revised), the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash and references in the proxy statement/prospectus relating to the Business Combination shall be interpreted accordingly. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold Public Shares or (b) hold units and you elect to separate your units into the underlying Public Shares and ArcLight Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to p.m., Eastern Time, on , 2022, (a) submit a written request to Continental Transfer & Trust Company, ArcLight’s transfer agent (“CST”), that ArcLight redeem your Public Shares for cash and (b) deliver your Public Shares to CST, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying Public Shares and ArcLight Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and ArcLight Public Warrants, or if a holder holds units registered in its own name, the holder must contact CST, directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its shares to CST, we will redeem each Public Share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the vote at the Special Meeting, including interest, less income taxes payable, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of             , 2022, there was approximately $             on

deposit in the Trust Account, which would have amounted to approximately $            per ArcLight Class A ordinary share. If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. See “The Special Meeting of ArcLight — Redemption Rights” in the proxy statement/prospectus when it becomes available for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Pursuant to the Business Combination Agreement, the current common equityholders of OPAL Fuels (the “OPAL Fuels Common Equityholders”), in connection with the Business Combination, will receive units in OPAL Fuels, which are exchangeable for certain shares in New OPAL. OPAL Fuels Common Equityholders will take their continuing equity interests in New OPAL in the form of economic, voting shares of New OPAL Class A Common Stock, non-economic, voting shares of New OPAL Class B Common Stock or New OPAL Class D Common Stock along with corresponding economic, non-voting OPAL Common Units in OPAL Fuels. In addition to the consideration described above, each OPAL Fuels Common Equityholder will have the right to receive certain payments from New OPAL under the Tax Receivable Agreement (as defined below).

In addition, upon the date on which New OPAL’s annual EBITDA for the calendar year 2023 exceeds $238,000,000 (the “First Earnout Triggering Event”), New OPAL will issue to OPAL Fuels Common Equityholders (the “Earnout Participants”) an aggregate of 5,000,000 shares of New OPAL Class B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Common Units (or, in the case of Ares, if elected pursuant to the BCA, a corresponding number of additional shares of New OPAL Class A Common Stock, which would not have corresponding OPAL Common Units) (collectively, the “First Earnout Tranche”) in accordance with the allocations set forth in the Business Combination Agreement. Additionally, upon the date on which New OPAL’s annual EBITDA for the calendar year 2024 exceeds $446,000,000 (the “Second Earnout Triggering Event”), New OPAL will issue to the Earnout Participants an aggregate of 5,000,000 additional shares of New OPAL Class B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Common Units (or, in the case of Ares, if elected pursuant to the BCA, a corresponding number of additional shares of New OPAL Class A Common Stock, which would not have corresponding OPAL Common Units) (collectively, the “Second Earnout Tranche”) in accordance with the allocations set forth in the Business Combination Agreement.

In connection with the Business Combination, outstanding preferred units of OPAL Fuels will remain outstanding in accordance with their terms.

The Closing is subject to certain conditions, including, among other things: (i) the approval of the Condition Precedent Proposals by ArcLight’s shareholders; (ii) the completion of the Domestication by ArcLight in accordance with Section 388 of the DGCL and the Companies Act (As Revised) of the Cayman Islands; (iii) Aggregate Transaction Proceeds (as defined below) equaling no less than $225,000,000 at the Closing (the “Minimum Cash Proceeds”); (iv) covenant and representation and warranty bring down conditions; (v) the absence of a material adverse effect on the respective parties; (vi) the execution of the Tax Receivable Agreement by ArcLight; and (vii) the listing of New OPAL Class A Common Stock to be issued in the Business Combination on Nasdaq. To the extent permitted by law, the conditions in the Business Combination Agreement may be waived by the parties thereto.

As used herein, “Aggregate Transaction Proceeds” means an amount equal to (a) the sum of (i) the cash proceeds from the Trust Account, net of any amounts paid to the Public Shareholders that exercise their redemption rights in connection with the Business Combination, (ii) the aggregate proceeds of the PIPE Investment, (iii) the aggregate amount of NextEra’s (as defined below) commitment to purchase OPAL Fuels Series A Preferred Units pursuant to the NextEra Subscription Agreement, (iv) any debt financings which are convertible into equity entered into by OPAL Fuels and its subsidiaries following the date of the Business Combination Agreement and (v) all unrestricted cash proceeds held in the name of and available for use by ArcLight as of the Closing but held in accounts other than the Trust Account, minus (b) the outstanding expenses to be paid by ArcLight prior to the Closing pursuant to the Business Combination Agreement.

In connection with entering into the Business Combination Agreement, ArcLight entered into subscription agreements (as amended from time to time, the “Subscription Agreements”), each dated as of December 2, 2021, with certain institutional and other accredited investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 12,500,000 shares of New OPAL Class A Common Stock immediately prior to the Closing at a cash purchase price of $10.00 per share (the “PIPE Investment”). The Subscription Agreements contain customary representations, warranties, covenants and agreements of ArcLight and the PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Business Combination Agreement that is material and adverse to the PIPE Investor) and termination rights (including a termination right if the transaction contemplated by the Subscription Agreement has not been consummated by May 31, 2022 (one hundred eighty (180) days after the date of the Subscription Agreement), other than as a result of breach by the terminating party). As of the date hereof, PIPE Investors representing $110,806,000 of the original PIPE Investment entered into amendments with respect to such PIPE Investors’ Subscription Agreements (the “Amended Subscription Agreements”), whereby the termination rights described above were amended to extend the term of each Amended Subscription Agreement by 60 days to July 29, 2022 (the “PIPE Extension”).

All ArcLight shareholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding ArcLight ordinary shares, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your ArcLight ordinary shares, please contact Morrow, our proxy solicitor, by calling (800) 662-5200 (toll-free) or (203) 658-9400.

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by ArcLight with the Securities and Exchange Commission, such information is available without charge upon written or oral request. If you have any questions or need assistance with voting, please contact ArcLight’s proxy solicitor.

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: ACTD.info@investor.morrowsodali.com

If you would like to request documents, please do so no later than five business days prior to the Special Meeting date, by         , 2022. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about ArcLight, and OPAL Fuels.

This proxy statement/prospectus incorporates by reference important business and financial information about ArcLight and OPAL Fuels and their respective subsidiaries from documents filed with the SEC that have not been included in or delivered in with this proxy statement/prospectus. This information is available without charge on the SEC’s website at www.sec.gov, as well as on the respective Internet websites of ArcLight (https://arclightclean.com/ii) and OPAL Fuels (https://opalfuels.com). Please see the section titled “Where You Can Find More Information.”

This proxy statement/prospectus provides shareholders of ArcLight with detailed information about the proposed Business Combination and other matters to be considered at the Special Meeting. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” of this proxy statement/prospectus.

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD ARCLIGHT CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING ARCLIGHT CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO CST, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR ARCLIGHT CLASS A ORDINARY SHARES TO CST, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING OF ARCLIGHT — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE FOR MORE SPECIFIC INSTRUCTIONS.

This notice was mailed by ArcLight on             , 2022.

TABLE OF CONTENTS

ADDITIONAL INFORMATION

If you have questions about the Business Combination or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact ArcLight’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: ACTD.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on            , 2022, you must request the information no later than five business days prior to the date of the Special Meeting, by              , 2022.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 306 of the enclosed proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

When used in this proxy statement/prospectus, unless the context otherwise requires:

•        “ACTC I Business Combination” refers to the business combination between ArcLight Clean Transition Corp. and Proterra Inc.

•        “Adjournment Proposal” refers to the Shareholder Proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting.

•        “Advisory Charter Proposals” refers to the six sub-proposals to take effect upon the Closing Date if the Organizational Documents Proposal is approved consisting of Advisory Charter Proposal A, Advisory Charter Proposal B, Advisory Charter Proposal C, Advisory Charter Proposal D, Advisory Charter Proposal E, and Advisory Charter Proposal F.

•        “Affiliate” refers to, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. Unless otherwise specified herein, ArcLight Capital Partners, LLC and its Affiliates (other than ArcLight and the Sponsor) shall not be deemed Affiliates of ArcLight and the Sponsor.

•        “Aggregate Transaction Proceeds” refers to an amount equal to the sum of (i) the cash proceeds from the Trust Account, net any amounts paid to the Public Shareholders that exercise their redemption rights in connection with the Business Combination, (ii) the aggregate proceeds of the PIPE Investment, (iii) the aggregate amount of NextEra’s commitment to purchase OPAL Fuels Series A Preferred Units pursuant to the NextEra Subscription Agreement, (iv) any debt financings which are convertible into equity effected into by OPAL Fuels and its subsidiaries following the date of the Business Combination Agreement and (v) all unrestricted cash proceeds held in the name of and available for us by ArcLight as of the Closing but held in accounts other than the Trust Account, minus (b) the outstanding expenses to be paid by ArcLight prior to the Closing pursuant to the Business Combination Agreement.

•        “ArcLight” refers to ArcLight Clean Transaction Corp. II, a blank check company incorporated as a Cayman Islands exempt company.

•        “ArcLight Board” refers to the ArcLight board of directors.

•        “ArcLight Capital” refers to ArcLight Capital Partners, LLC, an affiliate of the Sponsor.

•        “ArcLight Class A ordinary shares” refers to the 31,116,305 shares, par value $0.0001 per share, of ArcLight that were previously sold pursuant to ArcLight’s Registration Statement on Form S-1 (File No. 333-252730) that will automatically convert by operation of law into 31,116,305 shares of New OPAL Class A Common Stock.

•        “ArcLight Class B ordinary shares” refers to the 7,779,076 Class B ordinary shares, par value $0.0001 per share of ArcLight that will automatically convert by operation of law into 7,779,076 shares of New OPAL Class A Common Stock prior to the Domestication (including 763,907 of such shares subject to forfeiture as described herein).

•        “ArcLight ordinary shares” refers to ArcLight Class A ordinary shares and ArcLight class B ordinary shares.

•        “ArcLight preferred shares” refers to the 5,000,000 preferred shares, par value $0.0001 per share of ArcLight.

•        “ArcLight Private Placement Warrants” refers to the 9,223,261 warrants to purchase ArcLight Class A ordinary shares that were issued in a private placement concurrently with the IPO.

•        “ArcLight Public Warrants” refers to the 6,223,261 redeemable warrants issued in the IPO, entitling the holder thereof to purchase ArcLight Class A ordinary shares.

•        “ArcLight Warrants” refers collectively to the ArcLight Private Placement Warrants together with the ArcLight Public Warrants.

•        “Ares” refers to ARRC Beacon LLC, a Delaware limited liability company.

•        “Ares Note” refers to that certain Convertible Promissory Note, dated as of May 1, 2021 (as amended, including that certain First Amendment to Convertible Note, dated November 29,2021) held by Ares.

•        “BofA” refers to BofA Securities Inc.

•        “BCA” or “Business Combination Agreement” refers to the Business Combination Agreement dated as of December 2, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among ArcLight, OPAL Fuels and OPAL HoldCo, substantially in the form attached hereto at Annex A.

•        “Business Combination” refers to the transaction contemplated by the BCA.

•        “Class B Units” refers to the Class B Units as defined in the Second A&R LLC Agreement.

•        “Closing” refers to the closing of the Business Combination.

•        “Combined Company” refers to New OPAL and its subsidiaries, including OPAL Fuels, following consummation of the Business Combinations.

•        “Condition Precedent Proposals” refers, collectively, to the (i) the Business Combination Proposal, (ii) the Domestication Proposal, (iii) the Organizational Documents Proposal and (iv) the Nasdaq Proposal.

•        “Combination Period” refers to the 24 month period (or 30 month period if ArcLight has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within such 24 month period) from the closing of the IPO that ArcLight must complete an initial business combination pursuant to ArcLight’s Amended and Restated Memorandum and Articles of Association.

•        “CST” refers to Continental Transfer & Trust Company.

•        “Domestication” refers to the continuation of ArcLight by a way of domestication of ArcLight into a Delaware corporation, with the ordinary shares of ArcLight becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act (As Revised) and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto at Annex C) consistent with the DGCL and changing the name and registered office of ArcLight.

•        “DTC” refers to Depository Trust Company.

•        “Earnout Participants” refers, collectively, to OPAL HoldCo, Ares and Hillman.

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•        “Existing Organizational Documents” refers to ArcLight’s Amended and Restated Memorandum and Articles of Association, dated as of March 22, 2021.

•        “FASB” refers to the Financial Accounting Standards Board.

•        “First 50% Earnout Shares” refers to the 5% of New OPAL Class A Common Stock beneficially owned by the Sponsor immediately following the Closing resulting from the conversion of its founder shares in connection with the Business Combination that will be subject to forfeiture if not vested by the Sponsor Earnout End Date.

•        “First Earnout Tranche” refers to New OPAL’s issuance of an aggregate of 5,000,000 shares of New OPAL Class B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Common Units (or, in the case of Ares, if elected pursuant to the BCA, a corresponding number of additional shares of New OPAL Class A Common Stock, which would not have corresponding OPAL Common Units) to the Earnout Participants on the date of the First Earnout Triggering Event.

•        “First Earnout Triggering Event” refers to the date on which New OPAL’s annual EBITDA for the calendar year 2023 exceeds $238,000,000.

•        “Fortistar LLC” refers to Fortistar LLC, a Delaware limited liability company.

•        “Fueling Stations” refers to facilities where (i) natural gas is dispensed into fuel tanks of vehicles for use as transportation fuel, and (ii) transactional data from the dispensing of the fuel is recorded so that Environmental Attributes can be subsequently reported, matched with the dispensed fuel to the extent sourced from RNG, and generated under the federal or state RFS or LCFS programs and other current and potential future programs aimed at providing support for RNG into the transportation market. At the Fueling Stations, the natural gas is pressurized using compressor systems and, in this state, is referred to as compressed natural gas (“CNG”). Because Environmental Attributes associated with RNG are nominated/assigned to the physical quantity of CNG dispensed at the Fueling Station, when the CNG is dispensed into to fuel tanks for use as transportation fuel and subsequently reported to the EPA and/or state environmental agency and matched with the production of RNG, the respective RINs and LCFS credits are generated. Some of these stations are designed, developed, constructed, operated and maintained by OPAL Fuels while others are third party stations where OPAL Fuels may only provide maintenance services.

•        “Hillman” refers to Hillman RNG Investments, LLC, a Delaware limited liability company.

•        “Initial Shareholders” means the Sponsor and ArcLight’s four independent directors who hold Class B ordinary shares;

•        “Investment Company Act” refers to the Investment Company Act of 1940, as amended.

•        “Investor Rights Agreement” refers to the Investor Rights Agreement, to be entered into, and signed at Closing, by ArcLight, OPAL HoldCo, Ares, Hillman, the Sponsor and the holders of ArcLight Class B ordinary shares, pursuant to which, among other things, (a) OPAL HoldCo, Ares, Hillman, and the Sponsor will agree not to effect any sale or distribution of any Equity Securities of ArcLight held by any of them during the lock-up period described therein and (b) OPAL HoldCo, Ares, Hillman, the Sponsor and the holders of ArcLight Class B ordinary shares will be granted certain registration rights with respect to their respective New OPAL Common Stock, in each case, on the terms and subject to the conditions set forth therein, substantially in the form attached hereto at Annex G, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

•        “IPO” refers to ArcLight’s initial public offering of its Public Shares and ArcLight Public Warrants pursuant to the IPO Registration Statement and completed on March 25, 2021.

•        “IPO Registration Statement” refers to ArcLight’s Registration Statement on Form S-1, filed with the SEC (File No. 333-252730), on March 22, 2021.

•        “Minimum Cash Proceeds” refers to the Aggregate Transaction Proceeds equaling no less than $225,000,000 at the Closing.

•        “Morrow” refers to Morrow Sodali LLC, the proxy solicitation agent for ArcLight.

•        “Nasdaq” refers to the Nasdaq Stock Market.

•        “New OPAL” refers to OPAL Fuels Inc., a Delaware corporation and, as used herein where context requires, the Combined Company following the consummation of the Business Combination.

•        “New OPAL Board” refers to the board of directors of New OPAL.

•        “New OPAL Class A Common Stock” refers to shares of Common A stock, par value $0.0001 per share, of New OPAL.

•        “New OPAL Class B Common Stock” refers to shares of Common B stock, par value $0.0001 per share, of New OPAL.

•        “New OPAL Class C Common Stock” refers to shares of Class C stock, par value $0.0001 per share, of New OPAL.

•        “New OPAL Class D Common Stock” refers to shares of Common D stock, par value $0.0001 per share, of New OPAL.

•        “New OPAL Common Stock” refers to the collective shares of New OPAL Class A Common Stock, New OPAL Class B Common Stock, New OPAL Class C Common Stock and New OPAL Class D Common Stock.

•        “New OPAL Equityholders” refers to the equityholders of New OPAL.

•        “New OPAL Preferred Stock” refers to shares of preferred stock, par value $0.0001 per share, of New OPAL.

•        “New OPAL Private Placement Warrants” refers to the 9,223,261 redeemable warrants that were issued in a private placement concurrently with the IPO, entitling the holder thereof to purchase New OPAL Class A Common Stock.

•        “New OPAL Public Warrants” refers to the 6,223,261 redeemable warrants issued in the IPO, entitling the holder thereof to purchase New OPAL Class A Common Stock.

•        “New OPAL Warrants” refers collectively to the New OPAL Private Placement Warrants together with the New OPAL Public Warrants.

•        “NextEra” refers to Mendocino Capital, LLC, a Delaware limited liability company.

•        “NextEra Subscription Agreement” refers to that certain subscription agreement, dated as of November 29, 2021, by and between OPAL Fuels and NextEra.

•        “OPAL Common Units” refers to the number of new Class B common units resulting from the re-classification of the collective OPAL Fuels common units existing immediately prior to the Closing of the Business Combination.

•        “OPAL Fuels” refers to OPAL Fuels LLC, a Delaware limited liability company.

•        “OPAL Fuels Common Equityholders” refers to the common unit holders of OPAL Fuels immediately prior to the Closing of the Business Combination.

•        “OPAL Fuels Series A Preferred Units” refers to the 1,000,000 Series A preferred units of OPAL Fuels which NextEra has agreed to subscribe for pursuant to the NextEra Subscription Agreement.

•        “OPAL Fuels Series A-1 Preferred Units” refers to the 300,000 Series A-1 preferred units held by Hillman.

•        “OPAL HoldCo” refers to OPAL HoldCo LLC, a Delaware limited liability, which, at the time of signing the BCA, was the sole member of OPAL Fuels.

•        “Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity.

•        “PIPE Investment” refers to the PIPE Investors commitment to purchase an aggregate of 12,500,000 shares of New OPAL Class A Common Stock immediately prior to the Closing at a cash purchase price of $10.00 per share pursuant to the Subscription Agreements.

•        “PIPE Investors” refers, collectively, to the institutional and accredited investors that entered into Subscription Agreements with ArcLight.

•        “PIPE Securities” refers to the 12,500,000 shares of New OPAL Class A Common Stock sold to the PIPE Investors pursuant to the Subscription Agreements.

•        “Proposed Bylaws” refers to the proposed new bylaws of New OPAL in connection with the Business Combination.

•        “Proposed Charter” refers to the proposed new certificate of incorporation of New OPAL in connection with the Business Combination.

•        “Proposed Organizational Documents” refers to the Proposed Charter and the Proposed Bylaws of New OPAL.

•        “Public Shareholders” refers to the holders of the Public Shares that were sold in the IPO.

•        “Public Shares” refers to the Arclight Class A ordinary shares, par value $0.0001 per share, issued in the IPO.

•        “Sale” refers to (1) a direct or indirect sale, lease, exchange or other transfer (regardless of the form of the transaction) in one transaction or a series of related transactions of a majority of New OPAL’s assets, as determined on a consolidated basis, to a third party or third parties acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) or (2) any transaction or series of transactions that results, directly or indirectly, in the shareholders of New OPAL as of immediately prior to such transactions holding, in the aggregate, less than 50% of the voting equity securities of New OPAL (or any successor of New OPAL) immediately after the consummation thereof (excluding any Sponsor Earnout Shares), in the case of each of clause (1) or (2), whether by amalgamation, merger, consolidation, arrangement, tender offer, recapitalization, purchase, issuance, sale or transfer of equity securities or assets or otherwise.

•        “Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002.

•        “SEC” refers to the U.S. Securities and Exchange Commission.

•        “Second 50% Earn Out Shares” refers to the 5% of New OPAL Class A Common Stock beneficially owned by the Sponsor immediately following the Closing resulting from the conversion of its founder shares in connection with the Business Combination that will be subject to forfeiture if not vested by the Sponsor-Earn Out End Date.

•        “Second A&R LLC Agreement” refers to the Second Amended and Restated Limited Liability Company Agreement of OPAL Fuels.

•        “Second Earnout Tranche” refers to New OPAL’s issuance of an aggregate of 5,000,000 additional shares of New OPAL B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Common Units (or, in the case of Ares, if elected pursuant to the BCA, a corresponding number of additional shares of New OPAL Class A Common Stock, which would not have corresponding OPAL Common Units) to the Earnout Participants on the date of the Second Earnout Triggering Event.

•        “Second Earnout Triggering Event” refers to the date upon which New OPAL’s annual EBITDA for the calendar year 2024 exceeds $446,000,000.

•        “Securities Act” refers to the Securities Act of 1933, as amended.

•        “Shareholder Proposals” refer, collectively, to (i) the Business Combination Proposal, (ii) the Domestication Proposal, (iii) the Organizational Documents Proposal, (iv) the Advisory Charter Proposal, (v) the Nasdaq Proposal, (vi) the Equity Incentive Proposal and (vii) the Adjournment Proposal.

•        “Special Meeting” refers to the extraordinary general meeting of ArcLight to be held on            , 2022 at            a.m., Eastern Time, to vote on matters relating to the Business Combination.

•        “Sponsor” refers to ArcLight CTC Holdings II, L.P., a Delaware limited partnership.

•        “Sponsor Earnout” refers to the 10% of founder shares owned by the Sponsor in aggregate that are subject to the Sponsor Earn-Out.

•        “Sponsor Earnout End Date” refers to date 60 months following the Closing when the Sponsor-Earn Out Shares vest.

•        “Sponsor Earnout Shares” refers to, collectively, the First 50% Earnout Shares together with the Second 50% Earnout Shares.

•        “Sponsor Letter Agreement” refers to the agreement entered into by the Sponsor and ArcLight Board, dated December 2, 2021 (as amended from time to time) with OPAL Fuels.

•        “Subscription Agreements” refer to the subscription agreements (as amended from time to time) that ArcLight entered into in connection with the Business Combination Agreement, each dated as of December 2, 2021.

•        “Trust Account” refers to the trust account of ArcLight which holds the net proceeds from the IPO and certain of the proceeds received in respect of the PIPE investment, together with interest earned thereon, less amounts released to pay taxes.

•        “U.S. Holder” refers to a beneficial owner of the Public Shares or ArcLight Public Warrants or New OPAL Common Stock or New OPAL Warrants, as applicable, and is, for U.S. federal income tax purposes.

In addition, the following is a glossary of key industry terms used herein:

•        “Advanced Clean Trucks Regulation” refers to the rules adopted by the California Air Resources Board on June 25, 2020 requiring the sale of zero-emission heavy-duty trucks.

•        “ADG” refers to anaerobic digester gas.

•        “Biogas Conversion Projects” refers to projects derived from the recovery and processing of biogas from landfills and other non-fossil fuel sources, such as livestock and dairy farms, for beneficial use as a replacement to fossil fuels.

•        “BOD” refers to biochemical oxygen demand.

•        “Btu” refers to British thermal units.

•        “CARB” refers to the California Air Resources Board.

•        “CO₂” refers to Carbon dioxide.

•        “CNG” refers to compressed natural gas.

•        “CI” refers to carbon intensity.

•        “D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.

•        “EHS” refers to environment, health and safety.

•        “EISA” refers to Energy Independence and Security Act of 2007.

•        “EPA” refers to the U.S. Environmental Protection Agency.

•        “EPACT 2005” refers to the Energy Policy Act of 2005.

•        “Environmental Attributes” refer to federal, state and local government incentives in the U.S., provided in the form of RINs, RECs, LCFS credits, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects, that promote the use of renewable energy.

•        “FERC” refers to the U.S. Federal Energy Regulatory Commission.

•        “GHG” refers to greenhouse gases.

•        “ISOs” refers to Independent System Operators.

•        “LCFS” refers to Low Carbon Fuel Standard or similar types of federal and state programs.

•        “LFG” refers to landfill gas.

•        “MBR Authority” refers to (a) authorization by FERC pursuant to the Federal Power Act to sell electric energy, capacity and/or ancillary services at market-based rates, (b) acceptance by FERC of a tariff providing for such sales, and (c) granting by FERC of such regulatory waivers and blanket authorizations as are customarily granted by FERC to holders of market-based rate authority, including blanket authorization under section 204 of the Federal Power Act to issue securities and assume liabilities.

•        “Obligated Parties” means refiners or importers of gasoline or diesel fuel under the RFS program.

•        “QFs” refers to qualifying small power production facilities under the Federal Power Act and the Public Utility Regulatory Policies Act of 1978, as amended

•        “RECs” refers to Renewable Energy Credits.

•        “Renewable Power” refers to electricity generated from renewable sources.

•        “RFS” refers to the EPA’s Renewable Fuel Standard.

•        “RINs” refers to Renewable Identification Numbers.

•        “RNG” refers to renewable natural gas.

•        “RPS” refers to Renewable Portfolio Standards.

•        “RTOs” refers to Regional Transmission Organizations.

•        “RVOs” refers to renewable volume obligations.

•        “September 2020 Executive Order” refers to Executive Order N-79-20 issued by the Governor of the State of California in September 2020.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this proxy statement/prospectus and in any document incorporated by reference herein are “forward-looking statements.” Statements regarding the potential combination and expectations regarding the combined business are “forward-looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

•        our ability to complete the Business Combination, or, if we fail to consummate the Business Combination, any other initial business combination;

•        the failure to realize the anticipated benefits of the Business Combination, 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;

•        delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination;

•        the outcome of any legal proceedings that may be instituted in connection with the proposed business combination; the inability to complete the Business Combination;

•        the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to satisfy any conditions to closing, including the failure to obtain certain approval of ArcLight’s shareholders;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement, including the failure to satisfy any of the conditions to closing in the Business Combination Agreement;

•        the ability to obtain and/or maintain the listing of the New OPAL Class A Common Stock and the New OPAL Warrants on Nasdaq, and the potential liquidity and trading of such securities;

•        the amount of redemptions made by Public Shareholders;

•        the projected financial information, anticipated growth rate and market opportunity of the Combined Company;

•        our success in retaining or recruiting, our principal officers, key employees or directors following the Business Combination;

•        our directors and officers potentially having conflicts of interest with our business or in approving the Business Combination, as a result of which they would receive compensation;

•        intense competition and competitive pressures from other companies in the industry in which the Combined Company will operate;

•        increased costs of, or delays in obtaining, key components or labor for the construction and completion of landfill gas and livestock waste projects that generate electricity and RNG and compressed natural gas (“CNG”) and hydrogen dispensing stations.

•        factors relating to the business, operations and financial performance of OPAL Fuels, including market conditions and global and economic factors beyond OPAL Fuels’ control;

•        macroeconomic conditions related to the global COVID-19 pandemic;

•        costs related to the Business Combination;

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:     WHAT IS THE BUSINESS COMBINATION?

A:     ArcLight, OPAL Fuels LLC, a Delaware limited liability company (“OPAL Fuels”), and OPAL HoldCo LLC, a Delaware limited liability company and, as of the date of signing, the sole member of OPAL Fuels (“OPAL HoldCo”), entered into that certain Business Combination Agreement, dated as of December 2, 2021 (the “Business Combination Agreement”), pursuant to which, among other things:

(a)     prior to the consummation of the Business Combination (the “Closing”), each issued and outstanding Class B ordinary share, par value $0.0001 per share (collectively, the “ArcLight Class B ordinary shares”), of ArcLight will convert into one ArcLight Class A ordinary share, par value $0.0001 per share (collectively, the “ArcLight Class A ordinary shares”), of ArcLight (the “ArcLight Share Conversion”);

(b)    on the Closing Date, following the ArcLight Share Conversion but prior to the Closing, ArcLight will, subject to the receipt of the requisite shareholder approval, transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation, upon which ArcLight will change its name to “OPAL Fuels Inc.”;

(c)     at the Closing, the members of OPAL Fuels and OPAL Fuels will cause OPAL Fuels’ existing limited liability company agreement to be amended and restated (the “Second A&R LLC Agreement”) to, among other things, admit OPAL Fuels Inc. (“New OPAL”) as the managing member of OPAL Fuels and to re-classify all of OPAL Fuels’ existing common units into a number of Class B Units of OPAL Fuels (“Class B Units”), calculated as a function of the pre-transaction equity value of OPAL Fuels in an amount equal to $1,501,870,000, minus all principal and accrued interest outstanding pursuant to that certain Convertible Promissory Note, dated as of May 1, 2021 (as amended, including by that certain First Amendment to Convertible Note, dated November 29, 2021, the “Ares Note”) held by ARCC Beacon LLC, a Delaware limited liability company (“Ares”), as of immediately after the Closing; and

(d)    at the Closing, ArcLight will (i) contribute to OPAL Fuels an amount equal to the amount of cash in the trust account (the “Trust Account”) established by ArcLight with the proceeds from its initial public offering (the “IPO”) as of immediately prior to the Closing (and after giving effect to the exercise of redemption rights by any ArcLight shareholders (the “ACT Share Redemptions”) of all or a portion of their ArcLight Class A ordinary shares), plus the aggregate cash proceeds actually received in respect of the PIPE Investment (whether on or prior to the Closing Date) and held in a bank account owned and controlled by ArcLight on the Closing Date and (ii) contribute to OPAL Fuels a number of shares of Class A common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class A Common Stock”) (to the extent elected by OPAL Fuels), Class B common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class B Common Stock”) and Class D common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class D Common Stock”), and immediately following such equity contribution, OPAL Fuels will distribute such shares of New OPAL Class A Common Stock, New OPAL Class B Common Stock and New OPAL Class D Common Stock to the holders of OPAL Fuels’ existing common units in accordance with the Second A&R LLC Agreement.

ArcLight will hold the Special Meeting to, among other things, obtain the adoption and approval of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement by the shareholders of ArcLight, and you are receiving this proxy statement/prospectus in connection with the Special Meeting. See “The Business Combination Agreement” beginning on page 110. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus and the Business Combination Agreement in their entirety.

Q:     WHY AM I RECEIVING THIS DOCUMENT?

A:     ArcLight is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their shares of ArcLight ordinary shares with respect to the matters to be considered at the Special Meeting.

The Business Combination cannot be completed unless ArcLight’s shareholders approve the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, and the Nasdaq Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by shareholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of ArcLight and a prospectus of ArcLight. It is a proxy statement because the ArcLight Board is soliciting proxies using this proxy statement/prospectus from its shareholders. It is a prospectus because ArcLight, in connection with the Business Combination, is offering shares of New OPAL Class A Common Stock in exchange for its outstanding Class A ordinary shares. See “The Business Combination Agreement — Closing Matters”.

Q:     WHAT WILL ARCLIGHT EQUITYHOLDERS OWN AS A RESULT OF THE BUSINESS COMBINATION?

A:     As of the date of this proxy statement/prospectus, there are 38,895,381 ArcLight ordinary shares issued and outstanding, which includes an aggregate of 7,779,076 ArcLight Class B ordinary shares held by the Initial Shareholders, including 7,639,076 shares (including 763,907 of such share subject to forfeiture as described herein) held by the Sponsor. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 15,446,522 ArcLight Warrants to acquire ArcLight Class A ordinary shares, comprised of 6,223,261 ArcLight Public Warrants and 9,223,261 ArcLight Private Placement Warrants to acquire ArcLight Class A ordinary shares.

Following the Business Combination, assuming no redemptions and assuming no election is made for Ares to receive New OPAL Class A Common Stock pursuant to the BCA, the ArcLight equity holders will hold approximately 75.7% of the issued and outstanding shares of New OPAL Class A Common Stock and none of the issued and outstanding shares of New OPAL Class B Common Stock, New OPAL Class C Common Stock or New OPAL Class D Common Stock and will accordingly hold approximately 5.0% of the voting power of New OPAL’s capital stock on a fully-diluted basis.

Q:     WHAT WILL OPAL FUELS COMMON EQUITYHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

A:     Pursuant to the Business Combination, OPAL Fuels Common Equityholders will receive:

•        As a result of the re-classification of their existing common units in OPAL Fuels, a number of OPAL Common Units calculated by dividing an agreed pre-transaction equity value for OPAL Fuels of $1,501,870,000 (less all principal and accrued interest outstanding immediately prior to the Closing pursuant to the Ares Note) by $10.00;

•        An equal number (in total) of New OPAL Class B Common Stock and New OPAL Class D Common Stock (neither of which will have any economic value but will entitle the holder thereof to one vote per share or five votes per share, respectively);

•        The right to receive certain payments from OPAL HoldCo under a Tax Receivable Agreement (see Certain Relationships and Related Party Transactions — Tax Receivable Agreement for a description thereof); and

•        The right to receive an aggregate of 5,000,000 shares of New OPAL Class B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Common Units upon the date on which New OPAL’s annual EBITDA for the calendar year 2023 exceeds $238,000,000, in accordance with the allocations set forth in the Business Combination Agreement; and

•        The right to receive upon the date on which New OPAL’s annual EBITDA for the calendar year 2024 exceeds $446,000,000, an aggregate of 5,000,000 additional shares of New OPAL Class B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Common Units in accordance with the allocations set forth in the Business Combination Agreement.

In connection with the Business Combination, outstanding preferred units of OPAL Fuels will remain outstanding in accordance with their terms.

Q:     WHAT EQUITY STAKE WILL CURRENT ARCLIGHT EQUITYHOLDERS AND OPAL FUELS COMMON EQUITYHOLDERS HOLD IN NEW OPAL IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?

A:     The following table summarizes the pro forma equity ownership and voting power in New OPAL Common Stock immediately following the Business Combination under three redemption scenarios. For additional information and assumptions, see “The Business Combination Agreement — Ownership of New OPAL Immediately Following the Business Combination” and “Unaudited Pro Forma Combined Financial Information.” If the actual facts differ from these assumptions, the ownership percentages and voting power in New OPAL Common Stock will be different and totals may not add up to 100% due to rounding.

____________

(1)      Assumes the exchange of 100% of the OPAL Common Units that will be outstanding at Closing for shares of New OPAL Class A Common Stock or New OPAL Class C Common Stock, as applicable. Please refer to “The Business Combination Agreement — Related Agreements — Exchange Agreement” for more information.

(2)      Assumes that (i) a total of 14,299,400 Public Shares are redeemed in connection with the Business Combination and (ii) 184,558,989 shares of New OPAL Class A Common Stock are issued and outstanding as Closing.

(3)      Assumes that (i) a total of 28,598,800 Public Shares are redeemed in connection with the Business Combination (“Maximum Redemptions”) and (ii) 170,259,589 shares of New OPAL Class A Common Stock are issued and outstanding at Closing.

(4)      Consists of 7,779,076 shares (including 7,639,076 shares held by Sponsor) of New OPAL Class A Common Stock. 763,907 of such shares held by Sponsor will be subject to forfeiture if not vested by the Sponsor Earnout End Date pursuant to the Sponsor Letter Agreement. See “The Business Combination Agreement — Sponsor Letter Agreement” for more information.

(5)      Assumes that an aggregate of 142,414,241 shares are issued to OPAL HoldCo, 2,022,109 shares are issued to Hillman, and 3,026,658 are issued to Ares. Based on an assumed Closing on May 31, 2022 and an assumed outstanding principal and accrued interest on the Ares Note on such date of $27,239,922.

(6)      Mr. Mark Comora, who beneficially owns the shares attributable to OPAL Holdco and Hillman, will accordingly hold (a) 93% of the voting power in New OPAL assuming no redemptions, (b) 95.1% assuming 50% redemptions, or (c) 96.6% of the voting power in New OPAL assuming Maximum Redemptions.

          In addition, immediately after consummation of the Business Combination, the OPAL Fuels Common Equity holders will own 74.2%, 79.9% and 86.6%, respectively, of the common equity interests in OPAL Fuels, assuming no redemptions, 50% redemptions and Maximum Redemptions.

          New OPAL Common Stock will consist of four classes: (i) economic, “low-vote” shares of New OPAL Class A Common Stock, (ii) non-economic (other than the right to receive par value in the event of a liquidation, dissolution or winding up of New OPAL), “low-vote” shares of New OPAL Class B Common Stock, (iii) economic, “high-vote” shares of New OPAL Class C Common Stock, and (iv) non-economic (other than the right to receive par value in the event of a liquidation, dissolution or winding up of New OPAL), “high-vote” shares of New OPAL Class D Common Stock.

(7)      Assumes an aggregate 12,500,000 shares of Class A Common Stock are issued to the PIPE Investors. In the event that the Business Combination closes subsequent to May 30, 2022 but prior to July 29, 2022, assuming that additional PIPE Investors do not enter into amendments to their Subscription Agreements extending the expiration date of such agreements, 11,080,600 shares of Class A Common Stock will be issued to PIPE Investors.

Q:     WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

A.     The parties currently expect that the Business Combination will be completed late in the first half of 2022. However, none of ArcLight, OPAL Fuels and OPAL HoldCo can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of the companies could result in the Business Combination being completed at a different time or not at all. See “Risk Factors — Risks Related to the Business Combination and ArcLight — If the conditions to the Business Combination Agreement are not met the Business Combination may not occur.” The outside date for consummation of the Business Combination is August 29, 2022 (subject to certain extensions up to a total of three months). ArcLight must first obtain the approval of ArcLight shareholders for each of the Condition Precedent Proposals, and ArcLight, OPAL Fuels and OPAL HoldCo must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Business Combination Agreement — Conditions to Closing of the Business Combination” beginning on page 123.

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:     If ArcLight does not complete the Business Combination with OPAL Fuels and OPAL HoldCo for any reason, ArcLight would search for another target business with which to complete a business combination. If ArcLight does not complete the Business Combination with OPAL Fuels and OPAL HoldCo or a business combination with another target business by March 25, 2023 (unless such date is extended in accordance with the Existing Organizational Documents), ArcLight must redeem 100% of the outstanding ArcLight Class A ordinary shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (less income taxes paid or payable, if any, and up to $100,000.00 of interest to pay dissolution expenses) divided by the number of then outstanding ArcLight Class A ordinary shares. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to outstanding ArcLight Warrants. Accordingly, such warrants will expire worthless.

QUESTIONS AND ANSWERS ABOUT ARCLIGHT’S SPECIAL MEETING

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     ArcLight shareholders are being asked to vote on the following Shareholder Proposals:

1.      the Business Combination Proposal;

2.      the Domestication Proposal;

3.      the Organizational Documents Proposal;

4.      the Advisory Charter Proposals;

5.      the Nasdaq Proposal;

6.      the Equity Incentive Plan Proposal; and

7.      the Adjournment Proposal.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, and the Nasdaq Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the Advisory Charter Proposals, the Equity Incentive Plan Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Q:     WHY IS ARCLIGHT PROPOSING THE BUSINESS COMBINATION?

A:     ArcLight is a blank check company incorporated on January 13, 2021 as a Cayman Islands exempted entity for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Based on ArcLight’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

ArcLight has identified several general criteria and guidelines to evaluate prospective acquisition opportunities. ArcLight has sought to acquire a business or company that: (i) exhibits, or has the potential to develop, fundamentally sound financial performance, with visibility into revenue and cash flow growth and relatively predictable future financial performance; (ii) is an active market participant in the global development of the clean energy industry, continued decarbonization of the industrial, government and consumer spaces, and/or broader transition toward a sustainable economic model; (iii) targets large addressable markets with long-term tailwinds and low risk of obsolescence; (iv) has a defensible market position with differentiated product offerings, technology, assets, distribution channels, supply chain capabilities or other sustainable competitive advantages; (v) can serve as a platform for both organic and acquisitive growth; (vi) is led by an experienced management team with a proven track record and complementary capabilities, or is open to enhancing the existing management team’s strengths with additional talent through ArcLight’s network; and (vii) leverages the potential to utilize ArcLight’s industry experience, as well as operating, strategic, financing and M&A capabilities to maximize the value to the shareholders.

Based on its due diligence investigations of OPAL Fuels and the industry in which they operate, including the financial and other information provided by OPAL Fuels in the course of the negotiations in connection with the Business Combination Agreement, ArcLight believes that New OPAL will meet the general criteria and guidelines listed above. However, there is no assurance of this. See “Proposal No. 1 — Business Combination Proposal — Interests of ArcLight Directors and Officers in the Business Combination.”

Although the ArcLight Board believes that the Business Combination with OPAL Fuels presents a unique business combination opportunity and is in the best interests of ArcLight and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Proposal No. 1 — Business Combination Proposal — Interests of ArcLight Directors and Officer’s in the Business Combination” and “Risk Factors — Risks Related to Our Business Following the Business Combination.”

Q:     DID THE ARCLIGHT BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

A:     The Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination.

ArcLight’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of ArcLight’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, ArcLight’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of ArcLight’s officers, board of directors and advisors in valuing OPAL Fuels’ business.

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of ArcLight Class A ordinary shares, you have the right to demand that ArcLight redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of ArcLight’s IPO, as of two business days prior to vote at the Special Meeting (including interest earned on the funds held in the Trust Account and not previously released to ArcLight to pay its taxes) upon the closing of the transactions contemplated by the Business Combination Agreement (such rights, “redemption rights”).

Notwithstanding the foregoing, a holder of ArcLight Class A ordinary shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the ArcLight Class A ordinary shares. Accordingly, all ArcLight Class A ordinary shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

If passed, the Organizational Documents Proposal would remove the requirement that ArcLight have at least $5,000,001 of net tangible assets after giving effect to the redemption of all such shares.

Q:     HOW WILL MY VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:     You may exercise your redemption rights whether you vote your ArcLight Class A ordinary shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Shareholder Proposal. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their ArcLight Class A ordinary shares and no longer remain shareholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. Also, with fewer ArcLight Class A ordinary shares and Public Shareholders, the trading market for ArcLight Class A ordinary shares may be less liquid than the market for ArcLight Class A ordinary shares prior to the Business Combination and ArcLight may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into OPAL Fuels’ business will be reduced.

Q:     HOW DO REDEMPTIONS AFFECT THE VALUE OF MY NEW OPAL COMMON STOCK?

A:     The value of shares of New OPAL Common Stock held by a non-redeeming ArcLight Public Shareholder may be impacted by the number of ArcLight Class A ordinary shares that are redeemed, as well as other events that may significantly dilute the value of such shares of New OPAL Common Stock. For example, the following table shows the potential impact of varying levels of redemptions and certain dilutive events on the per share value of the New OPAL Common Stock held by non-redeeming ArcLight Public Shareholders, in each case assuming an enterprise value of $1.75 billion for New OPAL upon consummation of the Business Combination and that an aggregate 12,500,000 shares of Class A Common Stock are issued to the PIPE Investors. In the event that the Business Combination closes subsequent to May 30, 2022 but prior to July 29, 2022, assuming that additional PIPE Investors do not enter into amendments to their Subscription Agreements extending the expiration date of such agreements, 11,080,600 shares of Class A Common Stock will be issued to PIPE Investors.

____________

(1)      Includes 763,907 founder shares that will be subject to forfeiture if not vested by the Sponsor Earnout End Date pursuant to the Sponsor Letter Agreement. See “The Business Combination Agreement — Sponsor Letter Agreement” for more information.

(2)      Assumes that an aggregate of 147,463,008 shares of New OPAL Common Stock are issued to the OPAL Fuels Common Equityholders upon consummation of the Business Combination, with 142,414,241 shares issued to OPAL HoldCo, 2,022,109 shares issued to Hillman, and 3,026,658 issued to Ares. Based on an assumed Closing on May 31, 2022 and an assumed outstanding principal and accrued interest on the Ares Note on such date of $27,239,922.

(3)      The maximum redemptions scenario assumes that ArcLight shareholders redeem the maximum number of their Class A ordinary shares for a pro rata portion of cash in the Trust Account, while maintaining the Minimum Cash Proceeds and the minimum net tangible assets pursuant to the BCA.

(4)      Calculation of implied value per share assumes (i) enterprise value of $1.75 billion of New OPAL upon consummation of the Business Combination, (ii) $125.0 million of cash proceeds received from the PIPE Investment upon consummation of the Business Combination, (iii) approximately $311.2 million of funds in the Trust Account immediately prior to any redemptions and (iv) no exercise of New OPAL Warrants that remain outstanding after consummation of the Business Combination regardless of the level of redemptions.

(5)      Calculation of implied value per share assumes (i) enterprise value of $1.75 billion upon consummation of the Business Combination, (ii) $125.0 million of cash proceeds received from the PIPE Investment upon consummation of the Business Combination, (iii) approximately $311.2 million of funds in the trust account immediately prior to any redemptions and (iv) the exercise of all 6,223,261 New OPAL Public Warrants and 9,223,261 New OPAL Private Placement Warrants that will remain outstanding after consummation of the Business Combination regardless of the level of redemptions.

(6)      Includes $6,223,261 in underwriting fees paid in connection with ArcLight’s IPO and $10,890,707 in deferred underwriting fees in connection with ArcLight’s IPO.

(7)      The level of redemption impacts the effective underwriting fee incurred in connection with ArcLight’s IPO. In a no redemption scenario, the effective underwriting fee is based on $125.0 million in proceeds from the PIPE Investment and $311.2 million in the Trust Account. In a 50% redemption scenario, the effective underwriting fee is based on $125.0 million in proceeds from the PIPE Investment and $155.6 million in the Trust Account. In a 100% redemption scenario, the effective underwriting fee is based on $125.0 million in proceeds from the PIPE Investment and $24.9 million in the Trust Account.

(8)      Assumes the exchange of 100% of the OPAL Common Units that will be outstanding at Closing for shares of New OPAL Class A Common Stock or New OPAL Class C Common Stock, as applicable. Please refer to “The Business Combination Agreement — Related Agreements — Exchange Agreement” for more information.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the New OPAL Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption. Further, we have not received any indications from stockholders regarding their intentions to redeem or retain their shares upon consummation of the Business Combination and have not formulated any expectation as to which, if any, of the illustrative scenarios included in the foregoing table is most likely.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:      If you are a holder of ArcLight Class A ordinary shares and wish to exercise your redemption rights, you must demand that ArcLight redeem your shares for cash no later than 5:00 p.m., New York City Time, on            , 2022 (the second business day preceding the vote on the Business Combination Proposal) by delivering your share certificates (if any) and other redemption forms at the address below to Continental Transfer & Trust Company (“CST”), ArcLight’s transfer agent physically or electronically using DTC’s DWAC (Deposit and Withdrawal at Custodian) system. Holders of units must elect to separate the underlying ArcLight Class A ordinary shares and public warrants prior to exercising redemption rights with respect to the ArcLight Class A ordinary shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into underlying ArcLight Class A ordinary shares and public warrants, or if a holder holds units registered in its own name, the holder must contact CST, ArcLight’s transfer agent, directly and instruct them to do so. Any holder of ArcLight Class A ordinary shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $311,264,661, or approximately $10.00 per ArcLight Class A ordinary share, as of May 6, 2022, the record date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to ArcLight to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of ArcLight’s creditors, if any, which could have priority over the claims of ArcLight’s Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Shareholder Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption made by a holder of ArcLight Class A ordinary shares may not be withdrawn once submitted to ArcLight unless the board of directors of ArcLight determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed proxy card or written demand of redemption rights must be received by CST, ArcLight’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to CST, ArcLight’s transfer agent, prior to the vote at the Special Meeting.

If a holder of ArcLight Class A ordinary shares properly makes a request for redemption and the certificates for the ArcLight Class A ordinary shares (if any) along with the redemption forms are delivered as described to CST, ArcLight’s transfer agent, as described herein, then, if the Business Combination is consummated, ArcLight will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your ArcLight Class A ordinary shares for cash.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:     We expect that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares, resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that such U.S. Holder owns or is deemed to own (including through the ownership of public warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

The tax consequences of the exercise of redemption rights are discussed more fully below under “Material U.S. Federal Income Tax Considerations — U.S. Holders.” All holders of Public Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:     DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND THE PROPOSED DOMESTICATION?

A:     No. Neither ArcLight shareholders nor ArcLight warrantholders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Q:     WHY IS ARCLIGHT PROPOSING THE DOMESTICATION?

A:     The ArcLight Board believes that there are significant advantages to New OPAL that will arise as a result of a change of domicile to Delaware, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.” The ArcLight Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, OPAL Fuels and OPAL HoldCo have required the Domestication as a condition to consummating the Business Combination.

To effect the Domestication, ArcLight will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ArcLight will be domesticated and continue as a Delaware corporation, at which time ArcLight will change its name to “OPAL Fuels Inc.”

The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ArcLight ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting.

Q:     HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES, ARCLIGHT PUBLIC WARRANTS AND UNITS?

A:     On the effective date of the Domestication, (a) each outstanding ArcLight Class A ordinary share (including any such share received upon conversion of a Class B ordinary share) will become one share of New OPAL Class A Common Stock, (b) each outstanding warrant to purchase one ArcLight Class A ordinary share will become a warrant to purchase one share of New OPAL Class A Common Stock at an exercise price of $11.50 per share and (c) New OPAL will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication.

At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding unit of ArcLight (each of which consists of one share of ArcLight Class A ordinary shares and one-half of one warrant to purchase one share of ArcLight Class A ordinary shares) will be separated into its component common stock and warrant. Such warrants will become exercisable into shares of ArcLight Class A common stock any time after the later of one year following the completion of ArcLight’s IPO and 30 days following the completion of the Business Combination.

Q:     What is involved with the Domestication?

A:     The Domestication will require ArcLight to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be the Closing Date, ArcLight will cease to be a company incorporated under the laws of the Cayman Islands and in connection with the Business Combination, ArcLight will continue as a Delaware corporation. ArcLight’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) will be replaced by the Proposed Charter and Proposed Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by the laws of Delaware.

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     The net proceeds of ArcLight’s IPO, together with funds raised from the private sale of warrants simultaneously with the consummation of ArcLight’s IPO, was placed in the Trust Account immediately following ArcLight’s IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the ArcLight Class A ordinary shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $10,890,707 as deferred underwriting commissions related to ArcLight’s IPO) and then, together with the proceeds of the PIPE Investment, contributed to New OPAL for use as working capital and for general corporate purposes.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION?

A:     As discussed more fully under “Material U.S. Federal Income Tax Considerations,” the Domestication generally should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to the facts and circumstances relating to ArcLight, this result is not entirely clear. A transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) will be subject to Section 367(b) of the Code and, as a result of the Domestication:

•        a U.S. Holder that holds Public Shares that have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of ArcLight’s earnings in income;

•        a U.S. Holder that holds Public Shares that have a fair market value of $50,000 or more and that, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock generally will recognize gain (but not loss) on the exchange of Public Shares for shares of New OPAL Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its Public Shares provided certain other requirements are satisfied; and

•        a U.S. Holder that holds Public Shares have a fair market value of $50,000 or more and that, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally will be required to include in income as a deemed dividend the “all earnings and profits

amount” attributable to its Public Shares provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

ArcLight does not expect to have significant cumulative earnings and profits through the date of the Domestication.

ArcLight believes that it is likely classified as a PFIC (as defined below). If ArcLight is a PFIC, a U.S. Holder of Public Shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Public Shares or ArcLight Public Warrants for New OPAL Common Stock or New OPAL Public Warrants pursuant to the Domestication under the “passive foreign investment company” (“PFIC”) rules of the Code equal to the excess, if any, of the fair market value of the shares of New OPAL Common Stock or New OPAL Public Warrants received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding Public Shares or ArcLight Public Warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New OPAL Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations.”

Q:     WHAT IS A TAX RECEIVABLE AGREEMENT?

A:     In connection with the Business Combination, New OPAL will enter into the tax receivable agreement (the “Tax Receivable Agreement”) with the persons from time to time that become a party thereto (such persons, collectively, the “TRA Participants”). Pursuant to the Tax Receivable Agreement, New OPAL will be required to pay the TRA Participants 85% of the amount of savings, if any, in U.S. federal, state and local income tax that New OPAL actually realizes (computed using certain simplifying assumptions) as a result of the increases in tax basis and certain other tax benefits related to any exchanges of OPAL Common Units (together with voting shares of New OPAL) for shares of New OPAL Class A Common Stock or New OPAL Class C Common Stock. For more information on the tax receivable agreement, please see the section entitled “The Business Combination — Related Agreements — Tax Receivable Agreement.”

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE SHAREHOLDER PROPOSALS?

A:     The Sponsor and ArcLight’s officers and directors own of record and are entitled to vote an aggregate of approximately 20% of the outstanding shares of ArcLight ordinary shares. The Sponsor and ArcLight’s officers and directors have agreed to vote any founder shares and any ArcLight Class A ordinary shares held by them as of the record date in favor of the Shareholder Proposals. In addition, pursuant to the Sponsor Letter Agreement executed by the Sponsor and ArcLight’s officers and directors on December 2, 2021 in connection with the execution of the Business Combination Agreement, the Sponsor and other parties thereto have agreed to vote all of their ArcLight Class A ordinary shares and ArcLight Class B ordinary shares (i) in favor of Shareholder Proposals 1-7 (including the Advisory Charter Proposals) (ii) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the ArcLight or its Affiliates under the Business Combination Agreement or that would reasonable be expected to result in any of the conditions to ArcLight’s or any of its Affiliate’s obligations under the Business Combination Agreement not being fulfilled; and (iii) against (A) any proposal or offer from any Person concerning (1) a merger, consolidation, liquidation, recapitalization, share

exchange or other business combination transaction involving the Company, or (2) the issuance or acquisition of shares of capital stock or other equity securities of the Company (other than as contemplated or permitted by the Business Combination Agreement); and (B) any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Business Combination. See “Certain Relationships and Related Party Transactions — Sponsor Letter Agreement.”

Q:     WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:     The holders of a majority of the voting power of the issued and outstanding ArcLight ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor and ArcLight’s officers and directors, who currently own approximately 20% of the issued and outstanding shares of ArcLight ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 19,447,691 shares of ArcLight ordinary shares would be required to achieve a quorum.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:     The Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ArcLight ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. ArcLight shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If ArcLight shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the IPO Letter Agreement and as further discussed in the section entitled “The Business Combination Agreement — Related Agreements — Sponsor Letter Agreement,” the Sponsor and ArcLight’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ArcLight ordinary shares in favor of the Business Combination Proposal.

The Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ArcLight ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by ArcLight’s Public Shareholders. Pursuant to the IPO Letter Agreement, the Sponsor and ArcLight’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ArcLight ordinary shares in favor of the Domestication Proposal.

The Organizational Documents Proposal:    The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ArcLight ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if either the Business Combination Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by ArcLight’s Public Shareholders. Pursuant to the Sponsor Letter Agreement, the Sponsor and ArcLight’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ArcLight ordinary shares in favor of the Organizational Documents Proposal.

The Advisory Charter Proposals:    The approval of any of the Advisory Charter Proposals is not otherwise required by Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal but, pursuant to SEC guidance, ArcLight is required to submit these provisions to its stockholders separately for approval. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on ArcLight or the ArcLight Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of any of the Advisory Charter Proposals (separate and apart from approval of the Organizational Documents Proposal).

The Nasdaq Proposal:    The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ArcLight ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposals. Therefore, if any of those proposals is not approved, the Nasdaq Proposal will have no effect, even if approved by ArcLight’s Public Shareholders. Pursuant to the Sponsor Support Agreement, the Sponsor and ArcLight’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ArcLight ordinary shares in favor of the Nasdaq Proposal.

The Equity Incentive Plan Proposal:    The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ArcLight ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. Pursuant to the Sponsor Letter Agreement, the Sponsor and ArcLight’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ArcLight ordinary shares in favor of the Equity Incentive Plan Proposal. Furthermore, the Business Combination is not conditioned on the separate approval of the Equity Incentive Plan Proposal.

The Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ArcLight ordinary shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal.

Q:     DO ANY OF ARCLIGHT’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ARCLIGHT SHAREHOLDERS?

A:     ArcLight’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of ArcLight’s shareholders generally. For example, following the Business Combination, the Sponsor can earn a positive rate of return on their investment, even if other shareholders of ArcLight experience a negative rate of return on their investment. The ArcLight Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the shareholders of ArcLight. See “Proposal No. 1 — The Business Combination Proposal — Interests of ArcLight Directors and Officers in the Business Combination” beginning on page 157 of this proxy statement/prospectus.

For additional information regarding pre-existing relationships between certain of the parties to the Business Combination Agreement and certain of their Affiliates, see “Risk Factors — Risks Related to the Business Combination and ArcLight — Pre-existing relationships between participants in the Business Combination and the related transactions or their Affiliates could give rise to actual or perceived conflicts of interest in connection with the Business Combination.”

Q:     WHAT INTERESTS DO ARCLIGHT’S CURRENT OFFICERS AND DIRECTORS HAVE IN THE BUSINESS COMBINATION?

A:     The Sponsor and each executive officer and director of ArcLight may have interests in the Business Combination that are different from or in addition to your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

•        the fact that the Initial Shareholders have agreed not to redeem any ArcLight ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Sponsor paid an aggregate of $25,000 for 7,187,500 ArcLight Class B ordinary shares and effected a share capitalization resulting in an aggregate of 7,906,250 ArcLight Class B ordinary shares issued and outstanding. 127,174 ArcLight Class B ordinary shares were forfeited by the Sponsor upon the expiration of the over-allotment option. As of December 31, 2021, there were 7,779,076 ArcLight Class B

ordinary shares currently owned by the Initial Shareholders. The 7,779,076 shares of New OPAL Class A Common Stock that the Initial Shareholders will hold following the Business Combination (including 763,907 of such shares subject to forfeiture), if unrestricted and freely tradable, and in the case of the shares held by the Sponsor, assuming all vesting conditions of the Sponsor Earnout Shares are satisfied, would have had an aggregate market value of $77,168,434 based upon the closing price of $9.92 per ArcLight Class A ordinary share on the Nasdaq on May 5, 2022, the most recent closing price;

•        the fact that Sponsor paid $9,223,261 for its ArcLight Private Placement Warrants, which, if unrestricted and freely tradable, would have had an aggregate market value of $16,325,172 based upon the closing price of $1.77 per ArcLight Public Warrant (although holders of the private placement warrants have certain rights that differ from the rights of holders of the ArcLight Public Warrants) on Nasdaq on May 5, 2022, the most recent closing price, and the fact that the ArcLight Private Placement Warrants would be worthless if a business combination is not consummated by March 25, 2023 (unless such date is extended in accordance with the Existing Organizational Documents);

•        the fact that an affiliate of ArcLight have agreed to purchase 2,000,000 shares of New OPAL Class A Common Stock at $10.00 per share in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

•        the fact that the Initial Shareholders and certain of ArcLight’s current officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any ArcLight ordinary shares (other than Public Shares) held by them if ArcLight fails to complete an initial business combination by March 25, 2023 (unless such date is extended in accordance with the Existing Organizational Documents);

•        the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its Affiliates to ArcLight in an aggregate amount of up to $1,500,000 may be converted into warrants to purchase ArcLight Class A ordinary shares in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, there are no amounts outstanding under any such loans;

•        the continued indemnification of ArcLight’s directors and officers and the continuation of ArcLight’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

•        the fact that the Sponsor (including its representatives and affiliates) and ArcLight’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to ArcLight. Moreover, certain of ArcLight’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. ArcLight’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to ArcLight, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in ArcLight’s favor and such potential business opportunities may be presented to other entities prior to their presentation to ArcLight, subject to applicable fiduciary duties under the Cayman Islands Companies Act. ArcLight’s amended and restated memorandum and articles of association provide that Arclight renounces its interest in any corporate opportunity offered to any director or officer of ArcLight;

•        the fact that, following the Business Combination, the Sponsor can earn a positive rate of return on their investment, even if other shareholders of ArcLight experience a negative rate of return on their investment;

•        the fact that the Sponsor and ArcLight’s officers and directors will lose their entire investment in ArcLight and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by March 25, 2023 (unless such date is extended in accordance with the Existing Organizational Documents);

•        the fact that if the Trust Account is liquidated, including in the event ArcLight is unable to complete an initial business combination by March 25, 2023 (unless such date is extended in accordance with the Existing Organizational Documents), the Sponsor has agreed to indemnify ArcLight to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which ArcLight has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ArcLight, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that ArcLight may be entitled to distribute or pay over funds held by ArcLight outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing; and

•        the fact that the Initial Shareholders entered into the Sponsor Letter Agreement pursuant to which the original lock-up period to which our Sponsor and our directors and executive officers are subject was amended to remove such lock-up period, but only with respect to securities that are not held by the Sponsor.

These interests may influence the ArcLight Board in making their recommendation that you vote in favor of the approval of the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Interests of ArcLight Directors and Officers in the Business Combination” beginning on page 157 of this proxy statement/prospectus for a further discussion of these considerations.

Q:     WHAT DO I NEED TO DO NOW?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:     HOW DO I VOTE?

A:     If you are a shareholder of record of ArcLight as of May 6, 2022 (the “record date”) you may submit your proxy before the Special Meeting in any of the following ways, if available:

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a shareholder of record of ArcLight as of the record date, you may also cast your vote at the Special Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Special Meeting will need to obtain a legal proxy form from their broker, bank or other nominee.

Q:     WHEN AND WHERE IS THE SPECIAL MEETING?

A:     The Special Meeting will be held on            , 2022, at            local time. For the purposes of the Existing Organizational Documents, the physical place of the meeting will be at the offices of Kirkland & Ellis LLP located at 609 Main Street, Houston, Texas 77002. In light of the novel coronavirus pandemic and to support the well-being of ArcLight’s shareholders, directors and officers, ArcLight encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/actcii/2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free), outside the U.S. and Canada +1 857-999-9155 (standard rates apply) when prompted enter the pin number 0732540#. This is listen-only, you will not be able to vote or enter questions during the Special Meeting. All ArcLight shareholders as of the record date, or their duly appointed proxies, may attend the Special Meeting.

by voting at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of ArcLight ordinary shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will become a stockholder and/or warrant holder of New OPAL. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a shareholder of ArcLight while ArcLight searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS, VOTING OR THE BUSINESS COMBINATION?

A:     If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow, the proxy solicitation agent for ArcLight, at the following address and telephone number:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: ACTD.info@investor.morrowsodali.com

If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to CST, ArcLight’s transfer agent, at the address below prior to            p.m., New York City Time, on            , 2022. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, the following risks have the potential to impact the business and operations of ArcLight and OPAL Fuels. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of each of ArcLight and OPAL Fuels and the Business Combination. Unless otherwise indicated or the context otherwise requires, references in this “Risk Factors” section to the “Company,” “New OPAL,” “we,” “our,” “us” and other similar terms refer to OPAL Fuels Inc. and its consolidated subsidiaries (and each of their respective subsidiaries), after giving effect to the Business Combination.

Risks Related to Our Business Following the Business Combination

Unless the context otherwise suggests, all references to the “Company,” “New OPAL”, “OPAL,” “we,” “us,” “our” and other similar terms in this sub-section entitled “Risks Related to Our Business Following the Business Combination” refer to OPAL Fuels Inc. and its consolidated subsidiaries (and each of their respective subsidiaries), after giving effect to the Business Combination.

Risks Related to Our Third Party Relationships and Government Regulation of Our Business

We are dependent on contractual arrangements with, and the cooperation of, owners and operators of biogas project sites where our Biogas Conversion Projects are located for the underlying biogas rights granted to us in connection with our Biogas Conversion Projects and for access to and operations on the biogas project sites where we utilize those underlying biogas rights.

We do not own any of the landfill or livestock waste sites, which we sometimes refer to in this proxy statement/prospectus as “biogas project sites,” from which our Biogas Conversion Projects collect biogas or on which we operate and manage our Biogas Conversion Projects, and therefore we depend on contractual relationships with, and the cooperation of, the biogas conversion project site owners and operators for our operations. The invalidity of, or any default or termination under, any of our gas rights agreements, leases, easements, licenses and rights-of-way may interfere with our rights to the underlying biogas and our ability to use and operate all or a portion of certain of our Biogas Conversion Projects facilities, which may have an adverse impact on our business, financial condition and results of operations. We obtain biogas rights to utilize the biogas and the biogas project sites on which our projects operate under contractual arrangements, with the associated biogas rights generally being for fixed terms of 20 years (or more) and certain additional renewal options. The gas rights associated with our 29 projects in operation or under construction, 3 of which include Renewable Power projects that are in construction to be converted to RNG, are due to expire at varying points over the next 25 years. See “Information about OPAL Fuels — OPAL’s Projects.” In addition, the biogas rights are typically specific to the right to produce electricity generated from renewable sources (“Renewable Power”) or renewable natural gas (“RNG”); and accordingly, when we pursue conversion of a project from the production of Renewable Power to the production of RNG, which has been part of our strategy over recent periods, we must secure the associated biogas rights for the production of RNG. While we have generally been successful in renewing biogas rights and in securing the additional rights necessary in connection with conversion from production of Renewable Power to RNG on specific projects, we cannot guarantee that this success will continue in the future on commercial terms that are attractive to us or at all, and any failure to do so, or any other disruption in the relationship with any of the biogas conversion project site owners and operators from whose biogas project sites our Biogas Projects obtain biogas or for whom we operate biogas facilities, may have a material adverse effect on our business operations, financial condition and operational results.

In addition, the ownership interests in the land subject to these licenses, easements, leases and rights-of-way may be subject to mortgages securing loans or other liens (such as tax liens) and other easement, lease rights and rights-of-way of third parties (such as leases of mineral rights). As a result, certain of our Biogas Conversion Projects’ rights under these licenses, easements, leases or rights-of-way may be subject, and subordinate, to the rights of those third parties in certain instances. We may not be able to protect our operating projects against all risks of loss of our rights to use the land on which our Biogas Conversion Projects are located, and any such loss or curtailment of our rights to use the land on which our projects are located and any increase in rent due on such lands could adversely affect our business, financial condition and results of operations.

The owners and operators of biogas project sites generally make no warranties to us as to the quality or quantity of gas produced.

The biogas conversion project site owners and operators generally do not make any representation or warranty to us as to the quality or quantity of biogas produced at their sites. Accordingly, we may be affected by operational issues encountered by biogas conversion project site owners and operators in operating their facilities, such as, among other things: (i) their ability to perform in accordance with their commitments to third parties (other than us) under agreements and permits; (ii) transportation of source materials, (iii) herd health and labor issues at the dairy farms generating the manure to be processed at our digester facilities; (iv) gas collection issues at landfill projects such as broken pipes, ground water accumulation, inadequate landcover and labor issues, and (v) the particular character and mix of trash received, at the biogas conversion project site facilities. We cannot guarantee that our production will be free from operational risks, nor can we guarantee the production of a sufficient quantity and quality of biogas from the owners and operators of biogas conversion project sites. However, our facilities are engineered and designed to process varying levels of biogas quantities and varying levels of potential biogas impurities.

We from time to time face disputes or disagreements with owners and operators of biogas project sites which could materially impact our ability to continue to develop and/or operate an existing Biogas Conversion Project on its current basis, or at all, and could materially delay or eliminate our ability to identify and successfully secure the rights to construct and operate other future Biogas Conversion Projects.

The success of our business depends, in part, on maintaining good relationships with biogas conversion project site owners and operators. As a result, our business may be adversely affected if we are unable to maintain these relationships.

Our economic interests in biogas conversion project sites are not always aligned with the economic interests of the site owners and operators. We may disagree with owners and operators about a number of concerns, including, without limitation, the operations of the biogas project sites, easement and access rights, the renewal of gas and manure rights on favorable terms, and temporary shutdowns for routine maintenance or equipment upgrades. Biogas conversion project site owners and operators may make unilateral decisions beneficial to them to address business concerns. They may or may not consult with us, including in circumstances where they have a contractual obligation to do so, and unilateral decisions made by the biogas conversion project site owners and operators regarding the operations or management of their business could impact our ability to produce RNG or Renewable Power, and generate the associated Environmental Attributes. If we have a favorable relationship with site owners and operators, we may be able to mitigate certain risks if given the opportunity to provide input into the owners’ and operators’ decision-making process.

In addition, the financial condition of the biogas conversion project sites may be affected in large part by conditions and events that are beyond our control. Significant deteriorations in the financial condition of any biogas conversion project waste site could cause the biogas conversion project site owners and operators to unilaterally decide to shut down or reduce their landfill or livestock waste operations. Any such closure or reduction of operations at a waste site could impact our ability to produce RNG or Renewable Power, and generate the associated Environmental Attributes, and we may not have an opportunity to propose a solution to protect our infrastructure in any existing Biogas Conversion Project.

If we are unable to maintain good relationships with these site owners and operators, or if they take any actions that disrupt or halt production of RNG or Renewable Power, our business, growth strategy, financial condition and results of operations could be materially and adversely affected.

For the US transportation fuel market, we are dependent on the production of vehicles and engines capable of running on natural gas and we have no control over these vehicle and engine manufacturers. We are also dependent on the willingness of owners of truck fleets to adopt natural gas powered vehicles and to contract with OPAL Fuels for the provision of CNG to said fleets.

Vehicle and engine manufacturers control the development, production, quality assurance, cost and sales and marketing of their products, all of which shape the performance, availability and reputation of such vehicles in the marketplace. We are dependent on these vehicle and engine manufacturers to succeed in our target RNG fuel dispensing markets, and we have no influence or control over their activities.

These vehicle and engine manufacturers may decide not to expand or maintain, or may decide to discontinue or curtail, their product lines for a variety of reasons, including, without limitation, as a result of the adoption of governmental policies or programs such as the rules adopted by the California Air Resources Board on June 25, 2020 requiring the sale of zero-emission heavy-duty trucks (the “Advanced Clean Trucks Regulation”) and Executive Order N-79-20 issued by the Governor of the State of California in September 2020 (the “September 2020 Executive Order”). The supply of engines or vehicle product lines by these vehicle and engine manufacturers may also be disrupted due to delays, restrictions or other business impacts related to the COVID-19 pandemic and supply chain disruptions or crises. The limited production of engines and vehicles that run on natural gas increases their cost and limits availability, which restricts large-scale adoption, and may reduce resale value. These factors may also contribute to operator reluctance to convert their vehicles to be compatible with natural gas fuel.

Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in developing, constructing, bringing online and operating our Biogas Conversion Projects and Fueling Stations, which could damage our reputation, adversely affect our partner relationships or adversely affect our growth.

Our success depends on our ability to design, develop, construct, maintain and operate Biogas Conversion Projects and Fueling Stations in a timely manner, which depends in part on the ability of third parties to provide us with timely and reliable products and services. In developing and operating our Biogas Conversion Projects and Fueling Stations, we rely on products meeting our design specifications and components manufactured and supplied by third parties, and on services performed by our subcontractors. We also rely on subcontractors to perform some of the construction and installation work related to our Biogas Conversion Projects and Fueling Stations, and we sometimes need to engage subcontractors with whom we have no prior experience in connection with these matters.

If our subcontractors are unable to provide services that meet or exceed our counterparties’ expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed. In addition, if we are unable to avail ourselves of warranties and other contractual protections with our suppliers and service providers, we may incur liability to our counterparties or additional costs related to the affected products and services, which could adversely affect our business, financial condition and results of operations. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect our ability to timely bring a project online, the quality and performance of our Biogas Conversion Projects and Fueling Stations, and may require considerable expense to find replacement products and to maintain and repair these facilities. These circumstances could cause us to experience interruption in (i) our production and distribution of RNG and Renewable Power, (ii) generation of related Environmental Attributes, (iii) meeting our obligations to dispense RNG at Fueling Stations, and (iv) maintaining current relationships and attracting new relationships, in each case, potentially harming our brand, reputation and growth prospects.

Our operations are subject to numerous stringent EHS laws and regulations that may expose us to significant costs and liabilities. From time to time, we have been issued notices of violations from government entities that our operations have failed to comply with such laws and regulations, particularly in regards to the operation of our landfill gas electric generating facilities. Failure to comply with such laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations.

Our operations are subject to stringent and complex federal, state and local EHS laws and regulations, including those relating to (i) the release, emission or discharge of materials into the air, water and ground, (ii) the generation, storage, handling, use, transportation and disposal of hazardous materials and wastes, and (iii) the health and safety of our employees and other persons.

These laws and regulations impose numerous obligations applicable to our operations, including (i) the acquisition of permits before construction and operation of our Biogas Conversion Projects and Fueling Stations; (ii) the restriction of types, quantities and concentration of materials that can be released into the environment; (iii) the limitation or prohibition of our activities on certain lands lying within wilderness, wetlands and other protected areas; (iv) the application of specific health and safety criteria addressing worker protection; and (v) the imposition of substantial liabilities for pollution resulting from the operation of our Biogas Conversion Projects and Fueling Stations. In addition, construction and operating permits issued pursuant to environmental laws are

necessary to operate our business. Such permits are obtained through applications that require considerable technical documentation and analysis, and sometimes require long time periods to obtain or review. Delays in obtaining or renewing such permits, or denial of such permits and renewals, are possible, and would have a negative effect on our financial performance and prospects for growth. These laws, regulations and permitting requirements can necessitate expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment.

Numerous government entities have the power to enforce difficult and costly compliance measures or corrective actions pursuant to these laws and regulations and the permits issued under them. We may be required to make significant capital and operating expenditures on an ongoing basis, or to perform remedial or other corrective actions in connection with our Biogas Conversion Projects and Fueling Stations, to comply with the requirements of these environmental laws and regulations or the terms and conditions of our permits. Failure to comply with these laws and regulations or the terms or conditions of our permits may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining or be unable to obtain required environmental regulatory permits, consents, waivers or approvals, which may delay or interrupt our operations and limit our growth and revenue.

For example, our Arbor Hills landfill gas facility in Northville, MI has entered into a Consent Decree, which was fully executed and submitted to the United States District Court for the Eastern District of Michigan on September 9, 2021, with the US Department of Justice, the EPA, Michigan Attorney General, Michigan Department of Environment, Great Lakes, and Energy and Michigan Department of Environmental Quality to resolve notices of violation relating to sulfur oxide emissions exceedances, failure to timely perform source testing and improper use of diesel fuel as an alternative to landfill gas for start-up combustion. The Company has agreed to pay total penalties of $750,000 and is required to install pollution control equipment to reduce emissions from the facility. See “Information about OPAL Fuels — Legal Proceedings — Arbor Hills Matter.” In addition, on July 30, 2021, Richmond Energy, a Company subsidiary, entered into a Consent Order with the Virginia Department of Environmental Quality (“VDEQ”) related to an October 31, 2019 notice of violation for a failed source test conducted by VDEQ, which identified exceedances in total sulfur, volatile organic compounds and sulfur dioxide emissions from the Old Dominion landfill gas facility in Henrico, VA. Pursuant to the Consent Order, Richmond Energy paid a $99,000 penalty and is required to modify the facilities permit to account for these emissions. The facility has been shut down since April 3, 2020 while the Richmond Energy modifies the facility’s permit, which will require the installation of a chiller treatment system at an estimated cost of $1.0 million. The facility is expected to be back online within the next six to twelve months.

Our operations inherently risk incurring significant environmental costs and liabilities due to the need to manage waste and emissions from our Biogas Conversion Projects and Fueling Stations. Spills or other releases of regulated substances, including spills and releases that may occur in the future, could expose us to material losses, expenditures and liabilities under applicable environmental laws, rules and regulations. Under certain of such laws, rules and regulations, we could be held strictly liable for the removal or remediation of previously released materials or property contamination, regardless of whether we were responsible for the release or contamination and even if our operations met previous standards in the industry at the time they were conducted. In connection with certain acquisitions of Biogas Conversion Projects and Fueling Stations, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses. In addition, claims for damages to persons or property, including natural resources, may result from the EHS impacts of our operations. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us.

Environmental laws, rules and regulations have changed rapidly in recent years and generally have become more stringent over time, and we expect this trend to continue. The most material of these changes relate to the control of air emissions from the combustion equipment and turbine engines we use to generate Renewable Power from landfill biogas. Such equipment, including internal combustion engines, are subject to stringent federal and state permitting and air emissions requirements. California has taken an aggressive approach to setting standards for engine emissions, and standards already in place have caused us to not be able to operate some of our electric generating equipment in areas of that state. If other states were to follow California’s lead, we could face challenges in maintaining our electric generating operations and possibly, other operations in such jurisdictions.

Continued governmental and public emphasis on environmental issues can be expected to result in increased future investments for environmental control compliance at our facilities. Present and future environmental laws, rules and regulations, and interpretations of such laws, rules and regulations, applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial costs or expenditures that could have a material adverse effect on our business, results of operations and financial condition. In January 2021, the current US presidential administration signed multiple executive orders related to the climate and environment. These executive orders (i) direct federal agencies to review and reverse more than one hundred actions taken by the previous US presidential administration on or relating to the environment, (ii) instruct the Director of National Intelligence to prepare a national intelligence estimate on the security implications of the climate crisis and direct all agencies to develop strategies for integrating climate considerations into their international work, (iii) establish the National Climate Task Force, which assembles leaders from across twenty one federal agencies and departments, (iv) commit to environmental justice and new, clean infrastructure projects, (v) commence development of emissions reduction targets and (vi) establish the special presidential envoy for climate on the National Security Council. At this time, we cannot predict the outcome of any of these executive orders on our operations.

Existing, and future changes to, federal, state and local regulations and policies, including permitting requirements applicable to us, and enactment of new regulations and policies, may present technical, regulatory and economic barriers to the generation, purchase and use of Renewable Power and RNG, and may adversely affect the market for the associated Environmental Attributes. A failure on our part to comply with any laws, regulations or rules, applicable to us may adversely affect the Combined Company’s business, investments and results of operations.

The markets for Renewable Power, RNG and the associated Environmental Attributes are influenced by US federal and state governmental regulations and policies concerning such resources. These regulations and policies are frequently modified, which could result in a significant future reduction in the potential demand for Renewable Power, RNG and the associated Environmental Attributes. Any new governmental regulations applicable to our Biogas Conversion Projects or markets for Renewable Power, RNG or the associated Environmental Attributes may result in significant additional expenses or related development costs and, as a result, could cause a significant reduction in demand by our current and future counterparties. Failure to comply with such requirements could result in (i) the disconnection and/or shutdown of the non-complying facility, (ii) our inability to sell Renewable Power or RNG from the non-complying facility, (iii) penalties and defaults arising from contracts that we have that contemplate production from the non-complying facility, (iv) the imposition of liens, fines, refunds and interest, and/or civil or criminal liability, and (vi) delay or prevent new Biogas Conversion Projects and Fueling Stations from being developed.

The U.S. Environmental Protection Agency (“EPA”) annually sets proposed and actual renewable volume obligations (“RVOs”) for the Renewable Identification Numbers (“RIN”) market in accordance with the mandates established by the Energy Independence and Security Act of 2007 (the “EISA”). The EPA’s issuance of timely and sufficient annual RVOs to accommodate the RNG industry’s growing production levels may be needed to stabilize the RIN market. There can be no assurance that the EPA will timely set annual RVOs or that the RVOs will continue to increase or be sufficient to satisfy the growing supply of RNG which may be targeted for the US transportation fuel market. The EPA may set RVOs inaccurately or inconsistently, and the manner in which the EPA sets RVOs may change under legislative or regulatory revisions. The current authorization for the EPA’s issuance of RVOs will expire beginning in 2023, and the EPA may issue RVOs under a modified system that has yet to be developed, which creates additional uncertainty as to RIN pricing. Uncertainty as to how the Renewable Fuel Standard (“RFS”) program will continue to be administered and supported by the EPA under the current US presidential administration can create price volatility in the RIN market. Given this regulatory uncertainty, we cannot assure that (i) we will be able to monetize RINs at the same price levels as we have in the past, (ii) production shortfalls will not impact our ability to monetize RINs at favorable current pricing, and (iii) the rising price environment for RINs will continue.

On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly a well-established Low Carbon Fuel Standard (“LCFS”) program in California and similar developing programs in Oregon and Washington (with several other states also actively considering similar initiatives). In California’s case, in 2009, the California Air Resource Board (“CARB”) adopted LCFS regulations aimed at reducing the

Carbon Intensity (“CI”) of transportation fuel sold and purchased in the state. A CI score is calculated as grams of CO₂ equivalent per megajoule of energy by the fuel. Under the California and California-type LCFS programs, the CI score is dependent upon a full lifecycle analysis that evaluates the greenhouse gases (“GHG”) emissions associated with producing, transporting, and consuming the fuel. LCFS credits can be generated in three ways: (i) fuel pathway crediting that provides low carbon fuels used in California transportation, (ii) project-based crediting that reduces GHG emissions in the petroleum supply chain, and (iii) zero emission vehicle crediting that supports the buildout of infrastructure. CARB awards these credits to RNG projects based on such project’s CI score relative to the targeted CI score for both gasoline and diesel fuels. The number of monetizable LCFS credits per unit of fuel increases with a lower CI score. We cannot assure that we will be able to maintain or reduce our CI score to monetize LCFS credits generated from our Biogas Conversion Projects. Moreover, the inability to sell LCFS credits could adversely affect our business.

Our ability to generate revenue from sales of RINs and LCFS credits depends on our strict compliance with such federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and we could also be subject to fines or other sanctions. Moreover, the inability to sell RINs and LCFS credits in general, or at unattractive prices, could adversely affect our business.

Additionally, our business is influenced by laws, rules and regulations that require reductions in carbon emissions and/or the use of renewable fuels, such as the programs under which we generate Environmental Credits. These programs and regulations, which have the effect of encouraging the use of RNG as a vehicle fuel, could expire or be repealed or amended for a variety of reasons. For example, parties with an interest in gasoline and diesel, electric or other alternative vehicles or vehicle fuels, including lawmakers, regulators, policymakers, environmental or advocacy organizations, producers of alternative vehicles or vehicle fuels or other powerful groups, may invest significant time and money in efforts to delay, repeal or otherwise negatively influence programs and regulations that promote RNG. Many of these parties have substantial resources and influence. Further, changes in federal, state or local political, social or economic conditions, including a lack of legislative focus on these programs and regulations, could result in their modification, delayed adoption or repeal. Any failure to adopt, delay in implementing, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other alternative fuels or alternative vehicles over RNG, could reduce the market demand for RNG as a vehicle fuel and harm our operating results, liquidity, and financial condition.

For instance, in certain states, including California, lawmakers and regulators have implemented various measures designed to increase the use of electric, hydrogen and other zero-emission vehicles, including establishing firm goals for the number of these vehicles operating on state roads by specified dates and enacting various laws and other programs in support of these goals. Although the influence and applicability of these or similar measures on our business remains uncertain, a focus on “zero tailpipe emissions” vehicles over vehicles such as those operating on RNG that have an overall net carbon negative emissions profile, but some tailpipe emissions, could adversely affect the market for our fuels.

All of our current electric generating facilities are qualifying small power production facilities (“QFs”) under the Federal Power Act and the Public Utility Regulatory Policies Act of 1978, as amended. We are permitted to make wholesale sales (that is, sales for resale) of Renewable Electricity, capacity, and ancillary services from our QFs with a net generating capacity that does not exceed 20 megawatts or that is an “eligible” facility as defined by section 3(17)(E) of the Federal Power Act without obtaining (a) authorization by FERC pursuant to the Federal Power Act to sell electric energy, capacity and/or ancillary services at market-based rates, (b) acceptance by FERC of a tariff providing for such sales, and (c) granting by FERC of such regulatory waivers and blanket authorizations as are customarily granted by FERC to holders of market-based rate authority, including blanket authorization under section 204 of the Federal Power Act to issue securities and assume liabilities (“MBR Authority”) or any other approval from the U.S. Federal Energy Regulatory Commission (“FERC”). A QF typically may not use any fuel other than a FERC-approved alternative fuel, but for limited use of commercial-grade fuel for certain specified start-up, emergency and reliability purposes. We are required to document the QF status of each of our facilities in applications or self-certifications filed with FERC, which typically requires disclosure of upstream facility ownership, fuel and size characteristics, power sales, interconnection matters, and related technical disclosures

Congress could amend the FPA and eliminate QF status, in which case we would likely have to obtain MBR Authority and sell competitively in the market. If this were to happen, in all likelihood our QFs would not be competitive in the market place.

We currently do not intend to develop, construct or operate electric generating facilities that would require us to apply for and receive MBR Authority from FERC. Nevertheless, were we to do so, eligibility for MBR Authority is predicated on a variety of factors, primarily including the overall market power that the power seller — together with all of its FERC-defined “affiliates” — has in the relevant market. FERC defines affiliates as entities with a common parent that own, directly or indirectly, 10% or more of the voting securities in the two entities. Accordingly, our eligibility and the eligibility of our affiliates to obtain and maintain MBR Authority for additional facilities, were we or such affiliate required to obtain such authority, would require an evaluation of the energy assets owned directly or indirectly by us and each of our affiliates, satisfying market-power limitations established by FERC. If our affiliates invest heavily in generating or other electric facilities in a particular geographic market, their market presence could make it difficult for us or our affiliates to obtain and maintain such MBR Authority, or to secure FERC authorization to acquire additional generating facilities, in that market.

Our market-based sales are subject to certain market behavior rules established by FERC, and if any of our Biogas Conversion Projects that generate Renewable Power are deemed to have violated such rules, we will be subject to potential disgorgement of profits associated with the violation, penalties, refunds of unlawfully collected amounts with interest, and, if a facility obtains MBR Authority, suspension or revocation of such MBR Authority. If such projects that had MBR Authority were later to lose their MBR Authority, they would be required to obtain FERC’s acceptance of a cost-of-service rate schedule and could become subject to the significant accounting, record-keeping, and reporting requirements that are typically imposed on vertically-integrated utilities with cost-based rate schedules. This could have a material adverse effect on the rates we are able to charge for power from our facilities maintaining MBR Authority, if any, that generate Renewable Power.

The regulatory environment for electric generation has undergone significant changes in the last several years due to federal and state policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission assets. These changes are ongoing, and we cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on our business.

Our biogas conversion project site owners and operators are also subject to extensive federal, state and local regulations and policies, including permitting requirements, on account of their separate operations. Any failure on their part to comply with any laws, regulations, rules or permits, applicable to them may also adversely affect the Combined Company’s business, investments and results of operations.

The operations of biogas conversion project site owners and operators are also subject to stringent and complex governmental regulations and policies at the federal, state and local level in the U.S. Many complex laws, rules, orders and interpretations govern environmental protection, health, safety, land use, zoning, transportation and related matters. At times, such governmental regulations and policies may require biogas conversion project site owners and operators to curtail their operations or close sites temporarily or permanently, which may adversely impact our business, investments and results of operations.

Certain permits are required to build, operate and expand sites owned by biogas conversion project site owners and operators, and such permits have become more difficult and expensive to obtain and maintain. Permits may often take years to obtain as a result of numerous hearing and compliance requirements with regard to zoning, environmental and other regulations. The permits required to be obtained and maintained by biogas conversion project site owners and operations are commonly subject to resistance from citizen or other groups and other political pressures, including allegations by such persons that a site is in violation of any applicable permits, laws or regulations. Failure by project site owners and operators to obtain or maintain any required permit to operate its site would adversely affect our production of Renewable Power, RNG and generation of the associated Environmental Attributes, as applicable.

A failure by biogas conversion project site owners and operators to comply with extensive federal, state and local regulations and policies, including permitting requirements, may result in the suspension or cessation of waste site operations, which would reduce or halt Renewable Power or RNG production and generation of the

Associated Environmental Attributes. Any such disruption could also damage the reputation of our brand. In the event our production of Renewable Power or RNG is disrupted, we may fail to meet the contractual obligations to some of our counterparties to deliver Renewable Power, RNG and the associated Environmental Attributes, in which case we would be subject to financial damage and/or penalty claims from these counterparties.

The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could change at any time and such changes may negatively impact our growth strategy.

Our financial performance and growth strategy depend in part on governmental policies that support renewable generation and enhance the economic viability of owning Biogas Conversion Projects or Fueling Stations. These projects currently benefit from various federal, state and local governmental incentives such as investment tax credits, cash grants in lieu of investment tax credits, loan guarantees, Renewable Portfolio Standards (“RPS”) programs, modified accelerated cost-recovery system of depreciation and bonus depreciation. RNG specifically generates meaningful revenue through generation and monetization of Environmental Attributes provided for under several different programs, most commonly, RFS, LCFS and RPS.

Many states have adopted RPS programs mandating that a specified percentage of electricity sales come from eligible sources of renewable energy. However, the regulations that govern the RPS programs, including pricing incentives for renewable energy, or reasonableness guidelines for pricing that increase valuation compared to conventional power (such as a projected value for carbon reduction or consideration of avoided integration costs), may change. If the RPS requirements are reduced or eliminated, it could lead to fewer future power contracts or lead to lower prices for the sale of power in future power contracts, which could have a material adverse effect on our future prospects. Such material adverse effects may result from decreased revenues, reduced economic returns on Biogas Conversion Projects and other potential future investments or joint ventures, increased financing costs, and/or difficulty obtaining financing.

If we are unable to utilize various federal, state and local governmental incentives to acquire additional Biogas Conversion Projects or Fueling Stations in the future, or the terms of such incentives are revised in a manner that is less favorable to us, we may suffer a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we face similar risks with respect to the RFS program. See — “Existing, and future changes to, federal, state and local regulations and policies, including permitting requirements applicable to us, and enactment of new regulations and policies, may present technical, regulatory and economic barriers to the generation, purchase and use of Renewable Power and RNG, and may adversely affect the market for the associated Environmental Attributes. A failure on our part to comply with any laws, regulations or rules, applicable to us may adversely affect the Combined Company’s business, investments and results of operations.”

We rely on interconnection, transmission and pipeline facilities that we do not own or control and that are subject to constraints within a number of our regions. If these facilities fail to provide us with adequate capacity or have unplanned disruptions, we may be restricted in our ability to deliver Renewable Power and RNG to our counterparties and we may either incur additional costs or forego revenues.

We depend on electric interconnection and transmission facilities and gas pipelines owned and operated by others to deliver the energy and fuel we generate at our Biogas Conversion Projects to our counterparties. Some of our electric generating Biogas Conversion Projects may need to hold electric transmission rights in order to sell power to purchasers that do not have their own direct access to our generators. Our access to electric interconnection and transmission rights is subject to tariffs developed by transmission owners, ISOs and RTOs, which have been filed with and accepted by FERC or the Public Utility Commission in the jurisdictions in question. These tariffs establish the price for transmission service, and the terms under which transmission service is rendered. Under FERC’s open access transmission rules, tariffs developed and implemented by transmission owners, ISOs and RTOs must establish terms and conditions for obtaining interconnection and transmission services that are not unduly discriminatory or preferential. However, as a generator and seller of power, we do not have any automatic right, in any geographic market, to firm, long-term, grid-wide transmission service without first requesting such service, funding the construction of any upgrades necessary to provide such service, and paying a transmission service rate. Physical constraints on the transmission system could limit the ability of our electric generating projects to dispatch their power output and receive revenue from sales of Renewable Power.

A failure or delay in the operation or development of these distribution channels or a significant increase in the costs charged by their owners and operators could result in the loss of revenues or increased operating expenses. Such failures or delays could limit the amount of Renewable Power our operating facilities deliver or delay the completion of our construction projects, which may also result in adverse consequences under our power purchase agreements and landfill gas rights agreements. Further, such failures, delays or increased costs could have a material adverse effect on our business, financial condition and results of operations.

Our RNG production projects are similarly interconnected with gas distribution and interstate pipeline systems that are necessary to deliver RNG. A failure or delay in the operation or development of these distribution or pipeline facilities could result in a loss of revenues or breach of contract because such a failure or delay could limit the amount of RNG that we are able to produce or delay the completion of our construction projects. In addition, certain of our RNG transportation capacity may be curtailed without compensation due to distribution and pipeline limitations, reducing our revenues and impairing our ability to capitalize fully on a particular project’s potential. Such a failure or curtailment at levels above our expectations could impact our ability to satisfy our contractual obligations and adversely affect our business. Additionally, we experience work interruptions from time to time due to federally required maintenance shutdowns of distribution and pipeline facilities.

We may acquire or develop RNG projects that require their own pipeline interconnections to available interstate pipeline and distribution networks. In some cases, these pipeline and distribution networks to which such projects are connected may cover significant distances. A failure in the construction or operation of these pipeline and distribution networks that causes the RNG project to be out of service, or subject to reduced service, could result in lost revenues because it could limit our production of RNG and the associated Environmental Attributes that we are able to generate.

We rely on third-party utility companies to provide our Biogas Conversion Projects with adequate utility supplies, including sewer, water, gas and electricity, in order to operate our Biogas Conversion Project facilities. Any failure on the part of such companies to adequately supply our facilities with such utilities, including any prolonged period of loss of electricity, may have an adverse effect on our business and results of operations.

We are dependent on third-party utility companies to provide sufficient utilities including sewer, water, gas and electricity, to sustain our operations and operate our Biogas Conversion Projects. Any major or sustained disruptions in the supply of utilities, such as water, gas or electricity or any fire, flood or other natural calamities, may disrupt our operations or damage our production facilities or inventories and could adversely affect our business, financial condition and results of operations. In addition, we consume a significant amount of electricity in connection with our Biogas Conversion Projects and any increases in costs or reduced availability of such utilities could have a negative impact on our business, financial condition and results of operations.

We are subject to risks associated with litigation or administrative proceedings that could materially impact our operations, including proceedings in the future related to our projects we subsequently acquire.

We are subject to risks and costs, including potential negative publicity, associated with lawsuits, in particular with respect to environmental claims and lawsuits or claims contesting the construction or operation of our Biogas Conversion Projects and Fueling Station projects. The result of and costs associated with defending any such lawsuit or claim, regardless of the merits and eventual outcome, may be material and could have a material adverse effect on our operations. In the future, we may be involved in legal proceedings, disputes, administrative proceedings, claims and other litigation that arise in the ordinary course of our business related to Biogas Conversion Projects or Fueling Stations. For example, individuals and interest groups may sue to challenge the issuance of a permit for a Biogas Conversion Project or a Fueling Station project, or seek to enjoin construction or operation of that facility. We may also become subject to claims from individuals who live in the proximity of our Biogas Conversion Projects and Fueling Stations based on alleged negative health effects related to our operations. In addition, we have been and may subsequently become subject to legal proceedings or claims contesting the construction or operation of our Biogas Conversion Projects and Fueling Stations.

Any such legal proceedings or disputes could delay our ability to complete construction of a Biogas Conversion Project or Fueling Station in a timely manner or at all, or materially increase the costs associated with commencing or continuing commercial operations of such projects. Settlement of claims and unfavorable outcomes or developments relating to such proceedings or disputes, such as judgments for monetary damages, injunctions

or denial or revocation of permits, could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations. See “Information about OPAL Fuels — Legal Proceedings.”

We currently own, and in the future may acquire, certain assets in which we have limited control over management decisions, including through joint ventures, and our interests in such assets may be subject to transfer or other related restrictions.

We own, and in the future may acquire, certain Biogas Conversion Projects and Fueling Stations through joint ventures. In the future, we may invest in other projects with a joint venture or strategic partner. Joint ventures inherently involve a lesser degree of control over business operations, which could result in an increase in the financial, legal, operational or compliance risks associated with a Biogas Conversion Project or Fueling Station, including, but not limited to, variances in accounting internal control requirements. Our co-venture partners may not have the level of experience, technical expertise, human resources management and other attributes necessary to operate these assets optimally. To the extent we do not have a controlling interest in a Biogas Conversion Project or Fueling Station, our joint venture partners could take actions that decrease the value of our investment and lower our overall return. In addition, conflicts of interest may arise in the future with our joint venture partners, where our joint venture partners’ business interests are inconsistent with our and our stockholders’ interests. Further, disagreements or disputes with our joint venture partners could result in litigation, resulting in increase of expenses incurred and potentially limit the time and effort our officers and directors are able to devote to remaining aspects of our business, all of which could have a material adverse effect on our business, financial condition and results of operations. The approval of our joint venture partners also may be required for us to receive distributions of funds from assets or to sell, pledge, transfer, assign or otherwise convey our interest in such assets. Alternatively, our joint venture partners may have rights of first refusal, rights of first offer or other similar rights in the event of a proposed sale or transfer of our interests in such assets. In addition, we may have, and correspondingly our joint venture partners may have, rights to force the sale of the joint venture upon the occurrence of certain defaults or breaches by the other partner or other circumstances, and there may be circumstances in which our joint venture partner can replace our affiliated entities that provide operation and maintenance and asset management services if they default in the performance of their obligations to the joint venture. These restrictions and other provisions may limit the price or interest level for our interests in such assets, in the event we want to sell such interests.

Our gas rights agreements, power purchase agreements, fuel-supply agreements, interconnection agreements, RNG dispensing agreements and other agreements, including contracts with owners and operators of biogas conversion project sites, often contain complex provisions, including those relating to price adjustments, calculations and other terms based on gas price indices and other metrics, as well as other terms and provisions, the interpretation of which could result in disputes with counterparties that could materially affect our results of operations and customer or other business relationships.

Certain of our gas rights agreements, power purchase agreements, fuel supply agreements, interconnection agreements, RNG dispensing agreements and other agreements, including contracts with owners and operators of biogas conversion project sites, require us to make payments or adjust prices to counterparties based on past or current changes in natural gas price indices, project productivity or other metrics and involve complex calculations. Moreover, the underlying indices governing payments under such agreements are subject to change, may be discontinued or replaced. The interpretation of these price adjustments and calculations and the potential discontinuation or replacement of relevant indices or metrics could result in disputes with the counterparties with respect to such agreements. Any such disputes could adversely affect Biogas Conversion Project revenues, including revenue from associated Environmental Attributes, profit margins, customer or supplier relationships, or lead to costly litigation, the outcome of which we would be unable to predict.

Market Risks Related to Our Business

A reduction in the prices we can obtain for the Environmental Attributes generated from RNG, which include RINs, LCFS credits, and other incentives, could have a material adverse effect on our business prospects, financial condition and results of operations.

A significant portion of our revenues comes from the sale of RINs and LCFS credits, which exist because of legal and governmental regulatory requirements. A change in law or in governmental policies concerning renewable fuels, landfill or animal waste site biogas or the sale of RINs and LCFS could be expected to affect the market for,

and the pricing of, the RINs and LCFS credits that we can generate through production at our Biogas Conversion Projects. A reduction in the prices we receive for RINs and LCFS credits, or a reduction in demand for RINs or LCFS credits, whether through market forces generally, through the actions of market participants generally, or through the consolidation or elimination of participants competing in the market for the purchase and retirement of RINs or LCFS credits, could have a material adverse effect on our results of operations.

The volatility in oil, gasoline, diesel, natural gas, RNG, and Environmental Attribute prices could adversely affect our business.

Historically, the prices of Environmental Attributes, RNG, natural gas, crude oil, gasoline and diesel have been volatile and this volatility may continue to increase in future. Factors that may cause volatility in the prices of Environmental Attributes, RNG, natural gas, crude oil, gasoline and diesel include, among others, (i) changes in supply and availability of crude oil, RNG and natural gas; (ii) governmental regulations; (iii) inventory levels; (iv) consumer demand; (v) price and availability of alternatives; (vi) weather conditions; (vii) negative publicity about crude oil or natural gas drilling; (viii) production or transportation techniques and methods; (ix) macro-economic environment and political conditions; (x) transportation costs; and (xi) the price of foreign imports. Specifically, prices for crude oil, which is the commodity used to make gasoline and diesel, have been lower in recent years, due in part to over-production and increased supply without a corresponding increase in demand, and oil prices decreased further in 2020, hitting an all-time low due to the COVID-19 pandemic. More recently, that trend has reversed with oil prices rebounding substantially. Nevertheless, if the prices of crude oil, gasoline and diesel decline again, or if the price of RNG or natural gas increases without corresponding increases in the prices of crude oil, gasoline and diesel or Environmental Attributes, we may not be able to offer our counterparties an attractive price advantage for our vehicle fuels. The market adoption of our vehicle fuels could be slowed or limited, and/or we may be forced to reduce the prices at which we sell our vehicle fuels in order to try and attract new counterparties or prevent the loss of demand from existing counterparties. In addition, we expect that natural gas and crude oil prices will remain volatile for the near future because of market uncertainties over supply and demand, including but not limited to the current state of the world economies, energy infrastructure and other factors. Fluctuations in natural gas prices affect the cost to us of the natural gas commodity. High natural gas prices adversely affect our operating margins when we cannot pass the increased costs to our counterparties. Conversely, lower natural gas prices reduce our revenue when the commodity cost is passed to our counterparties.

Pricing conditions may also exacerbate the cost differential between vehicles that use our vehicle fuels and gasoline or diesel-powered vehicles, which may lead operators to delay or refrain from purchasing or converting to vehicles running on our fuels. Generally, vehicles that use our fuels cost more initially than gasoline or diesel-powered vehicles because the components needed for a vehicle to use our vehicle fuels add to the vehicle’s base cost. Operators then seek to recover the additional base cost over time through a lower cost to use alternative vehicle fuels. Operators may, however, perceive an inability to timely recover these additional initial costs if alternative vehicle fuels are not available at prices sufficiently lower than gasoline and diesel. Such an outcome could decrease our potential customer base and harm our business prospects.

We face significant upward pricing pressure in the market with respect to our securing the biogas rights necessary for proposed new Biogas Conversion Projects and our conversion of existing Renewable Power rights to RNG rights on existing Biogas Conversion Projects that we plan to convert.

We must reach agreement with the prospective biogas project site owner or developer in order to secure the biogas rights necessary for each proposed Biogas Conversion Project. Additionally, each project typically requires a site lease, access easements, permits, licenses, rights of way or other similar agreements. Historically, in exchange for the biogas rights and additional agreements, we have paid the site owner and/or developer a royalty or other similar payment based on revenue generated by the project or volume of biogas used by the project. Over recent years, as competition for development of biogas conversion project sites has increased and biogas project site owners and developers have become more sophisticated, it has become increasingly common for the prospective biogas project site owners and developers to ask for or require larger royalties or similar payments in order to secure the biogas rights. In addition, it is becoming increasingly common for some prospective biogas project site owners or developers to ask for or require equity participation in the prospective project.

In addition, we face similar pricing pressures when we attempt to renew our biogas rights on existing Biogas Conversion Projects at the end of their contractual periods and in situations where we plan to convert existing Renewable Power projects to RNG projects.

These pricing pressures could lead us to decide not to pursue certain prospective Biogas Conversion Projects or not to pursue the renewal or conversion of one or more existing Renewable Power projects and, accordingly, negatively impact our overall financial condition, results of operations and prospects. These pricing pressures could also impact the profitability of prospective Biogas Conversion Projects, and, accordingly, negatively impact our overall financial condition, results of operations and prospects.

We currently face declining market prices for LCFS credits specifically within California as well as significant upward pressure on the costs associated with dispensing RNG specifically within California to generate the LCFS credits.

The market prices for LCFS credits specifically within California have declined over the past twelve months, and the market for dispensing RNG with relatively low CI scores in California has become increasingly competitive because of increasing supply of RNG with these relatively low CI scores. As such, fleet operators using vehicles fueled by natural gas have been able to demand RNG marketers like OPAL provide them with greater economic incentives for allowing OPAL to dispense the fuel at the Fueling Stations, typically in the form of a greater share of OPAL’s marketing fee or a greater share in the monetary value of the Environmental Attributes generated by OPAL when dispensing the fuel. The persistence of the current California dynamic is dependent upon future market developments, and as such the LCFS credits that we generate and sell may or may not produce future revenue that is comparable to historical LCFS revenue.

A prolonged environment of low prices or reduced demand for Renewable Power could have a material adverse effect on our business prospects, financial condition and results of operations.

Long-term Renewable Power and RNG prices may fluctuate substantially due to factors outside of our control. The price of Renewable Power and RNG can vary significantly for many reasons, including: (i) increases and decreases in generation capacity in our markets; (ii) changes in power transmission or fuel transportation capacity constraints or inefficiencies; (iii) power supply disruptions; (iv) weather conditions; (v) seasonal fluctuations; (vi) changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices; (vi) development of new fuels or new technologies for the production of power; (vii) federal and state regulations; and (viii) actions of the Independent System Operators (“ISOs”) and Regional Transmission Organizations (“RTOs”) that control and administer regional power markets.

Increased rates of recycling and legislation encouraging recycling, increased use of waste incineration, advances in waste disposal technology, decreased demand for meat and livestock products could decrease the availability or change the composition of waste for biogas conversion project gas.

The volume and composition of landfill gas (“LFG”) produced at open landfill sites depends in large part on the volume and composition of waste sent to such landfill sites, which could be affected by a number of factors. For example, increased rates of recycling or increased use of waste incineration could decrease the volume of waste sent to landfills, while organics diversion strategies such as composting can reduce the amount of organic waste sent to landfills. There have been numerous federal and state regulations and initiatives over the recent years that have led to higher levels of recycling of paper, glass, plastics, metal and other recyclables, and there are growing discussions at various levels of government about developing new strategies to minimize the negative environmental impacts of landfills and related emissions, including diversion of biodegradable waste from landfills. Although many recyclable materials other than paper do not decompose and therefore do not ultimately contribute to the amount of landfill gas produced at a landfill site, recycling and other similar efforts may have negative effects on the volume and proportion of biodegradable waste sent to landfill sites across the U.S. As a consequence, the volume and composition of waste sent to landfill sites from which our Biogas Conversion Projects collect LFG could change, which could adversely affect our business operations, prospects, financial condition and operational results.

In addition, research and development activities are currently ongoing to provide alternative and more efficient technologies to dispose of waste, to produce by-products from waste and to produce energy, and an increasing amount of capital is being invested to find new approaches to waste disposal, waste treatment and energy generation.

It is possible that this deployment of capital may lead to advances which could adversely affect our sources of landfill gas or provide new or alternative methods of waste disposal or energy generation that become more accepted, or more attractive, than landfills.

We currently use, and may continue in the future to use, forward-sale and hedging arrangements, to mitigate certain risks, but the use of such arrangements could have a material adverse effect on our results of operations.

We currently use, and may continue in the future to use, forward sales transactions to sell Environmental Attributes and Renewable Power before they are generated. In addition, we use interest rate swaps to manage interest rate risk. We may use other types of hedging contracts, including foreign currency hedges if we expand into other countries. If we elect to enter into such hedges, the related asset could recognize financial losses on these arrangements as a result of volatility in the market values of the underlying asset or if a counterparty fails to perform under a contract. If actively quoted market prices and pricing information from external sources are not available, the valuation of such contracts would involve judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of such contracts. If the values of such contracts change in a manner that we do not anticipate, or if a counterparty fails to perform under such a contract, it could harm our business, financial condition, results of operations and cash flows.

Risks Related to the Business and Industry of the Combined Company

Additional Risk Factors Relating to Our Biogas Capture Business

Our ability to acquire, convert, develop and operate Biogas Conversion Projects, as well as expand production at current Biogas Conversion Projects, is subject to many risks.

Our business strategy includes (i) the conversion of LFG projects from Renewable Power to RNG production where OPAL already controls biogas gas rights, (ii) growth through the procurement of landfill gas rights and manure rights to develop new RNG projects, (iii) the acquisition and expansion of existing Biogas Conversion Projects, and (iv) growth through the procurement of rights to other sources of biogas for production of additional transportation fuels and generation of associated Environmental Attributes. This strategy depends on our ability to successfully convert existing LFG projects and identify and evaluate acquisition opportunities and complete new Biogas Conversion Projects or acquisitions on favorable terms. However, we cannot guarantee that we will be able to successfully identify new opportunities, acquire additional biogas rights and develop new RNG projects or convert existing projects on favorable terms or at all. In addition, we may compete with other companies for these development and acquisition opportunities, which may increase our costs or cause us to refrain from making acquisitions at all.

We may also achieve growth through the expansion of production at certain of our current Biogas Conversion Projects as the related landfills and dairy farms are expanded or otherwise begin to produce more gas or manure, respectively, but we cannot guarantee that we will be able to reach or renew the necessary agreements with site owners on economically favorable terms or at all. If we are unable to successfully identify and consummate future Biogas Conversion Project opportunities or acquisitions of Biogas Conversion Projects, or expand RNG production at our current Biogas Conversion Projects, it will impede our ability to execute our growth strategy. Further, we may also experience delays and cost overruns in converting existing facilities from Renewable Power to RNG production. During the conversion of existing projects, there may be a gap in revenue while the electricity project is offline until the conversion is completed and the new RNG facility commences operations, which may adversely affect our financial condition and results of operations.

Our ability to acquire, convert, develop and operate Biogas Conversion Projects, as well as expand production at current Biogas Conversion Projects, is subject to several additional risks, including:

•        regulatory changes that affect the value of RNG and the associated Environmental Attributes, which could have a significant effect on the financial performance of our Biogas Conversion Projects and the number of potential Biogas Conversion Projects with attractive economics;

•        changes in energy commodity prices, such as natural gas and wholesale electricity prices, which could have a significant effect on our revenues and expenses;

•        changes in pipeline gas quality standards or other regulatory changes that may limit our ability to transport RNG on pipelines for delivery to third parties or increase the costs of processing RNG to allow for such deliveries;

•        changes in the broader waste collection industry, including changes affecting the waste collection and biogas potential of the landfill industry, which could limit the LFG resource that we currently target for our Biogas Conversion Projects;

•        substantial construction risks, including the risk of delay, that may arise due to forces outside of our control, such as those related to engineering and environmental problems, inclement weather, inflationary pressures on materials and labor, and supply chain and labor disruptions;

•        operating risks and the effect of disruptions on our business, including the effects of global health crises, such as the COVID-19 pandemic, weather conditions, catastrophic events, such as fires, explosions, earthquakes, droughts and acts of terrorism, and other force majeure events that impact us, our counterparties, suppliers, distributors and subcontractors;

•        accidents involving personal injury or the loss of life;

•        entering into markets where we have less experience, such as our Biogas Conversion Projects for biogas recovery at livestock farms;

•        the ability to obtain financing for a Biogas Conversion Project on acceptable terms or at all and the need for substantially more capital than initially budgeted to complete Biogas Conversion Projects and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

•        failures or delays in obtaining desired or necessary land rights, including ownership, leases, easements, zoning rights and building permits;

•        a decrease in the availability, increased pricing on, and a delay in the timeliness of delivery of raw materials and components, necessary for the Biogas Conversion Projects to function or necessary for the conversion of a Biogas Conversion Projects from Renewable Power to RNG production;

•        obtaining and keeping in good standing permits, authorizations and consents from local city, county, state and US federal government agencies and organizations;

•        penalties, including potential termination, under short-term and long-term contracts for failing to produce or deliver a sufficient quantity and acceptable quality of RNG in accordance with our contractual obligations;

•        unknown regulatory changes related to the transportation of RNG, which may increase the transportation cost for delivering under our contracts then in effect;

•        the consent and authorization of local utilities or other energy development off-takers to ensure successful interconnection to energy grids to enable power and gas sales; and

•        difficulties in identifying, obtaining and permitting suitable sites for new Biogas Conversion Projects.

Any of these factors could prevent us from acquiring, developing, converting, operating or expanding our Biogas Conversion Projects, or otherwise adversely affect our business, growth potential, financial condition and results of operations.

Acquiring Biogas Conversion Projects involves numerous risks, including potential exposure to pre-existing liabilities, unanticipated costs in acquiring and implementing the project, and lack of or limited experience in new geographic markets.

The acquisition of existing Biogas Conversion Projects involves numerous risks, many of which may be indiscoverable through the due diligence process, including exposure to previously existing liabilities and unanticipated costs associated with the pre-acquisition period; difficulty in integrating the acquired projects into our existing business; and, if the projects are in new markets, the risks of entering markets where we have limited experience, less knowledge of differences in market terms for gas rights agreements and dispensing agreements, and, for international projects, possible exposure to exchange-rate risk to the extent we need to finance development and operations of foreign projects to repatriate earnings generated by such projects. While we perform due diligence

on prospective acquisitions, we may not be able to discover all potential operational deficiencies in such projects. A failure to achieve the financial returns we expect when we acquire Biogas Conversion Projects could have a material adverse effect on our ability to implement our growth strategy and, ultimately, our business, financial condition and results of operations.

Additional risks related to acquiring existing projects, include:

•        the purchase price we pay could significantly deplete our cash reserves or result in dilution to our existing stockholders;

•        the acquired companies or assets may not improve our customer offerings or market position as planned;

•        we may have difficulty integrating the operations and personnel of the acquired companies;

•        key personnel and counterparties of the acquired companies may terminate their relationships with the acquired companies as a result of or following the acquisition;

•        we may experience additional financial and accounting challenges and complexities in certain areas, such as tax planning and financial reporting;

•        we may incur additional costs and expenses related to complying with additional laws, rules or regulations in new jurisdictions;

•        we may assume or be held liable for risks and liabilities (including for environmental-related costs) as a result of our acquisitions, some of which we may not discover during our due diligence or adequately adjust for in our acquisition arrangements;

•        our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically diverse enterprises;

•        we may incur one-time write-offs or restructuring charges in connection with an acquisition;

•        we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and

•        we may not be able to realize the cost savings or other financial benefits we anticipated.

Our Biogas Conversion Projects face operational challenges, including among other things the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to wear and tear of our equipment, latent defects, design or operator errors, force majeure events, or lack of transmission capacity or other problems with third party interconnection and transmission facilities.

The ongoing operation of our Biogas Conversion Projects involves risks that include the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to wear and tear of our equipment, latent defects, design or operator errors or force majeure events, among other factors. Operation of our Biogas Conversion Projects also involves risks that we will be unable to transport our product to our counterparties in an efficient manner due to a lack of capacity or other problems with third party interconnection and transmission facilities. Unplanned outages of equipment, including extensions of scheduled outages due to mechanical failures or other problems, occur from time to time and are an inherent risk of our business. Unplanned outages typically increase our operation and maintenance expenses and may reduce our revenue. Biogas conversion project site owners and operators can also impact our production if, in the course of ongoing operations, they damage the site’s biogas collection systems. Our inability to operate our facilities efficiently, manage capital expenditures and costs and generate earnings and cash flow could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are generally also required under many of our agreements to deliver a minimum quantity of Renewable Power, RNG and/or the associated Environmental Attributes to the counterparty. Unless we can rely on a force majeure or other provisions in the related agreements, falling below such a threshold could subject us to financial expenses and penalties, as well as possible termination of key agreements and potential violations of certain permits, which could further impede our ability to satisfy production requirements. Therefore, any unexpected reduction in output at any of our Biogas Conversion Projects that leads to any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

An unexpected reduction in RNG production by third-party producers of RNG with whom we maintain marketing agreements to purchase RNG and/or the associated Environmental Attributes, or their inability or refusal to deliver such RNG or Environmental Attributes as provided under such agreements, may have a material adverse effect on our results of operations and could adversely affect or performance under associated dispensing agreements.

The success of our RNG business depends, in large part, on our ability to (i) secure, on acceptable terms, an adequate supply of RNG and/or Environmental Attributes from third-party producers, (ii) sell RNG in sufficient volumes and at prices that are attractive to counterparties and produce acceptable margins for us, and (iii) generate and monetize Environmental Attributes under applicable federal or state programs at favorable prices. If we fail to maintain and build new relationships with third party producers of RNG, we may be unable to supply RNG and the associated Environmental Attributes to meet the demand of our counterparties, which could adversely affect our business.

Our ability to dispense an adequate amount of RNG is subject to risks affecting RNG production. Biogas Conversion Projects that produce RNG often experience unpredictable production levels or other difficulties due to a variety of factors, including, among others, (i) problems with equipment, (ii) severe weather, pandemics, or other health crises, including the ongoing COVID-19 pandemic, (iii) construction delays, (iv) technical difficulties, (v) high operating costs, (vi) limited availability, or unfavorable composition of collected feedstock gas, and (vii) plant shutdowns caused by upgrades, expansion or required maintenance. In addition, increasing demand for RNG will result in more robust competition for supplies of RNG, including from other vehicle fuel providers, gas utilities (which may have distinct advantages in accessing RNG supply including potential use of ratepayer funds to fund RNG purchases if approved by a utility’s regulatory commission) and other users and providers. If we or any of our third party RNG suppliers experience these or other difficulties in RNG production processes, or if competition for RNG development projects and supply increases, then our supply of RNG and our ability to resell it as a vehicle fuel and generate the associated Environmental Attributes could be jeopardized.

Construction, development and operation of our Biogas Conversion Projects involves significant risks and hazards.

Biogas Conversion Projects as well as construction and operation of Fueling Stations involve hazardous activities, including acquiring and transporting fuel, operating large pieces of rotating equipment and delivering our Renewable Electricity and RNG to interconnection and transmission systems, including gas pipelines. Hazards such as fire, explosion, structural collapse and machinery failure are inherent risks in our operations. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or damage to, the environment. The occurrence of any one of these hazards may result in curtailment or termination of our operations or liability to third parties for damages, environmental cleanup costs, personal injury, property damage and fines and/or penalties, any of which could be substantial.

Our Biogas Conversion Projects facilities and Fueling Stations or those that we otherwise acquire, construct or operate may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could result in full or partial disruption of our facilities’ ability to generate, transmit, transport or distribute electricity or RNG. Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. Hostile cyber intrusions, including those targeting information systems, as well as electronic control systems used at the generating plants and for the related distribution systems, could severely disrupt our business operations and result in loss of service to our counterparties, as well as create significant expense to repair security breaches or system damage. In the past we have experienced cyber security breaches, which we believe have not had a significant impact on the integrity of our systems or the security of data, including personal information maintained by us, but there can be no assurance that any future breach or disruption will not have a material adverse effect on our business, financial condition or operations.

Furthermore, some of our facilities are located in areas prone to extreme weather conditions, most notably extreme cold such as has recently occurred in Texas, Oklahoma, Michigan and Minnesota. Certain of our other Biogas Conversion Projects and Fueling Stations as well as certain key vendors conduct their operations in other locations, such as California and Florida, that are susceptible to natural disasters. The frequency of weather-related natural disasters may be increasing due to the effects of greenhouse gas emissions or related climate change effects. The occurrence of natural disasters such as tornados, earthquakes, droughts, floods, wildfires or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us could cause a significant interruption in our business or damage or destroy our facilities.

We rely on warranties from vendors and obligate contractors to meet certain performance levels, but the proceeds from such warranties or performance guarantees may not cover lost revenues, increased expenses or liquidated damages payments, should we experience equipment breakdown or non-performance by our contractors or vendors. We also maintain an amount of insurance protection that we consider adequate to protect against these and other risks, but we cannot provide any assurance that our insurance will be sufficient or effective under any or all circumstances and against any or all hazards or liabilities to which we may be subject. Also, our insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss for which we are not fully insured could have a material adverse effect on our business, financial condition, results of operations and cash flows. Because of rising insurance costs and changes in the insurance markets, we cannot provide any assurance that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Our insurance policies are subject to annual review by our insurers and may not be renewed on similar or favorable terms or at all. Any losses not covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our failure to dispense a specified quality or quantity of RNG could have a material adverse effect on our financial condition and results of operations, by subjecting us to, among other things, possible penalties or terminations under the various contractual arrangements under which we operate, including pursuant to a purchase and sale agreement related to the sale of our Environmental Attributes.

Our RNG business consists of producing RNG from Biogas Conversion Projects, procuring RNG from third party producers, and dispensing this RNG to counterparties through Fueling Stations and other potential end markets to generate and monetize the associated Environmental Attributes. If we fail to produce and dispense a specified quality or quantity of RNG, our business may be adversely impacted.

As an RNG supplier the quality and quantity of RNG we produce at our Biogas Conversion Projects may be negatively affected by, among other things, lack of feedstock or the relative mix in the components of the feedstock, mechanical breakdowns, faulty technology, competitive markets or changes to the laws and regulations that mandate the use of renewable energy sources. In addition, we rely in part on third party suppliers to provide us with certain amounts of the specified quality and quantity of RNG that we are obligated to deliver under contractual commitments to our distribution counterparties but that we have not otherwise produced at our Biogas Conversion Projects.

If we are unable to obtain an adequate supply of RNG through a combination of Biogas Conversion Project production and supplies from third party RNG producers, we may be forced to pay a financial penalty under such contracts, including under a purchase and sale agreement under which we market a substantial majority of our Environmental Attributes through NextEra. Even if we are able to produce and obtain an adequate supply of RNG to satisfy the quantity requirements of our counterparties, RNG and the associated Environmental Attributes must also meet or exceed quality standards. If we and our third party suppliers are unable to meet applicable quality standards, through one or more of the factors discussed above or otherwise, we could be subject to financial penalties under such contracts.

In connection with the marketing of the Environmental Attributes generated from our activities, in November 2021, we signed a purchase and sale agreement with NextEra providing for the exclusive purchase by NextEra of 90% of our Environmental Attributes (RINs and LCFS credits), including those generated by our owned Biogas Conversion Projects and those granted to us in connection with dispensing of RNG on behalf of third-party projects. Under the agreement, we are to receive the net proceeds paid to NextEra by NextEra customers for the purchase of such Environmental Attributes (or in certain circumstances an index-based price or pre-negotiated price) less a specified discount. The agreement provides for an initial five year term, followed by automatic one-year renewals unless terminated by either party at least 90 days prior to the last day of the initial term or then-current renewal term.

Under the agreement, we have committed to sell a minimum quarterly volume of Environmental Attributes to NextEra, which if not satisfied on a cumulative basis (giving credit for certain excess volume sold to NextEra during the contract term) as of the end of the contract term (or upon an early termination of the agreement) would result in our paying NextEra a shortfall payment calculated by (i) multiplying the amount of the volume shortfall by a fraction of the then-current index price of the Environmental Attribute and (ii) adding a specified premium (the “Shortfall Amount”). Similarly, if the agreement is terminated by NextEra due to an event of default (generally defined as a failure by us to pay any undisputed amounts under the agreement, a material uncured breach of our representations or warranties or other obligations under the agreement, or the dissolution, bankruptcy or insolvency of us or certain of our affiliates), NextEra would be entitled to receive, without any duplication, any then-current Shortfall Amount plus an accelerated payment calculated based off of the remaining minimum quarterly volume commitments for the balance of the initial term (or

for the next four quarters of the next renewal term, if neither party had provided notice of non-renewal as described above prior to the commencement of such renewal term), which accelerated payment would be similarly calculated by (i) multiplying such remaining minimum quarterly volume commitments by a fraction of the then-current index price of the Environmental Attribute and (ii) adding a specified premium. The amount of such potential payments declines over the course of the contract term as we deliver Environmental Attribute volume under the contract. Were, however, the agreement to be terminated as of the date of this prospectus and we were not to deliver any further Environmental Attribute volume to NextEra under the agreement, the maximum potential payment to NextEra under these provisions would be approximately $15.4 million based on current market prices for such Environmental Attributes.

The success of our RNG projects depends on our ability to timely generate and ultimately receive certification of the Environmental Attributes associated with our RNG production and sale. A delay or failure in the certification of such Environmental Attributes could have a material adverse effect on the financial performance of our Biogas Conversion Projects.

We are required to register our RNG projects with the EPA and relevant state regulatory agencies. Further, we qualify our RINs through a voluntary Quality Assurance Plan, which typically takes from three to five months from first injection of RNG into the commercial pipeline system. Although no similar qualification process currently exists for LCFS credits, we expect such a process to be implemented and would expect to seek qualification on a state-by-state basis under such future programs. Delays in obtaining registration, RIN qualification, and any future LCFS credit qualification of a new project could delay future revenues from the project and could adversely affect our cash flow. Further, we typically make a large investment in the project prior to receiving the regulatory approval and RIN qualification. By registering each RNG project with the EPA’s voluntary Quality Assurance Plan, we are subject to quarterly third-party audits and semi-annual on-site visits of our projects to validate generated RINs and overall compliance with the RFS program. We are also subject to a separate third party’s annual attestation review. The Quality Assurance Plan provides a process for RIN owners to follow, for an affirmative defense to civil liability, if used or transferred Quality Assurance Plan verified RINs were invalidly generated. A project’s failure to comply could result in remedial action by the EPA, including penalties, fines, retirement of RINs, or termination of the project’s registration, any of which could adversely affect our business, financial condition and results of operations.

Maintenance, expansion and refurbishment of our Biogas Conversion Projects involve the risk of unplanned outages or reduced output, resulting from among other things periodic upgrading and improvement, unplanned breakdowns in equipment, and forced outages.

Our Biogas Conversion Project facilities may require periodic upgrading and improvement. Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, could reduce our facilities’ generating capacity below expected levels, reducing our revenues and jeopardizing our ability to earn profits and adversely affect our business, financial condition and results of operations. If we make major modifications to our facilities, such modifications may result in material additional capital expenditures. We may also choose to repower, refurbish or upgrade our facilities based on our assessment that such expenditures will provide adequate financial returns. Such facility modifications require time before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs, timing, available financing and future power and renewable natural gas prices. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In order to secure development, operational, dispensing and other necessary contract rights for our Biogas Conversion Projects, we typically face a long and variable development cycle that requires significant resource commitments and a long lead time before we realize revenues.

The development, design and construction process for our Biogas Conversion Projects generally lasts from 20 to 48 months, on average. Prior to signing a development agreement, we typically conduct a preliminary audit of the site host’s needs and assess whether the site is commercially viable based on our expected return on investment, investment payback period and other operating metrics, as well as the necessary permits to develop a Biogas Conversion Project on that site. This extended development process requires the dedication of significant time and resources from our sales and management personnel, with no certainty of success or recovery of our expenses. A potential site host may go through the entire sales process and not accept our proposal. Further, upon commencement of operations, it typically takes 4 to 12 months or longer for the Biogas Conversion Project to ramp

up to our expected production level. All of these factors, and in particular, increased spending that is not offset by increased revenues, can contribute to fluctuations in our quarterly financial performance and increase the likelihood that our operating results in a particular period will fall below investor expectations.

Our Biogas Conversion Projects may not produce expected levels of output, and the amount of Renewable Power or RNG actually produced at each of our respective projects will vary over time, and, therefore so will generation of associated Environmental Attributes.

Our Biogas Conversion Projects rely on organic material, the decomposition of which causes the generation of gas consisting primarily of methane. The Biogas Conversion Projects use such methane gas to generate Renewable Power or RNG. The estimation of biogas production volume is an inexact process and dependent on many site-specific conditions, including the estimated annual waste volume, composition of waste, regional climate and the capacity and construction of the site. Production levels are subject to a number of additional risks, including (i) a failure or wearing out of our or our landfill operators’, counterparties’ or utilities’ equipment; (ii) an inability to find suitable replacement equipment or parts; (iii) less than expected supply or quality of the project’s source of biogas and faster than expected diminishment of such biogas supply; or (iv) volume disruption in our fuel supply collection system. As a result, the volume of Renewable Power or RNG generated from such sites may in the future vary from our initial estimates, and those variations may be material. In addition, we have in the past incurred, and may in the future incur, material asset impairment charges if any of our Biogas Conversion Projects incur operational issues that indicate our expected future cash flows from the relevant project are less than the project’s carrying value. Any such impairment charge could adversely affect our operating results in the period in which the charge is recorded.

In addition, in order to maximize collection of landfill gas, we may need to take various measures, such as drilling additional gas wells in the landfill sites to increase landfill gas collection, balancing the pressure on the gas field based on the data collected by the landfill site operator from the gas wells to ensure optimum landfill gas utilization and ensuring that we match availability of engines and related equipment to availability of landfill gas. There can be no guarantee that we will be able to take all necessary measures to maximize collection. In addition, the landfill gas available to our LFG projects is dependent in part on the actions of the landfill site owners and operators. We may not be able to ensure the responsible management of the landfill site by owners and operators, which may result in less than optimal gas generation or increase the likelihood of “hot spots” occurring. Hot spots can temporarily reduce the volume of gas that may be collected from a landfill site, resulting in a lower gas yield.

Biogas projects utilizing other types of feedstock, specifically livestock waste and dairy farm projects, typically produce significantly less RNG than landfill facilities. As a result, the commercial viability of such projects is more dependent on various factors and market forces outside of our control, such as changes to law or regulations that could affect the value of such projects or the incentives available to them. In addition, there are other factors currently unknown to us that may affect the commercial viability of other types of feedstock. Moreover, fluctuations in manure supply, the end use markets and the spread of diseases among herds could have a material impact on the success and completion of our Biogas Conversion Projects. As such, continued expansion into other types of feedstock could adversely affect our business, financial condition, and results of operations.

Our business plans include expanding from Renewable Power and RNG production projects into additional transportation-related infrastructure, including production and development of hydrogen vehicle fueling stations. Any such expansions may present unforeseen challenges and result in a competitive disadvantage relative to our more-established competitors in the markets into which we wish to expand.

We currently operate Biogas Conversion Projects that convert primarily landfill biogas into Renewable Power and RNG. However, we are actively developing projects that use anaerobic digesters to capture and convert emissions into low-carbon RNG, electricity and green hydrogen, and may expand into additional feedstocks in the future. We are also actively developing hydrogen fueling infrastructure. In addition, we are actively considering expansion into other lines of business, including carbon sequestration and Renewable Power for our projects, and the production of green hydrogen. These initiatives could expose us to increased operating costs, unforeseen liabilities or risks, and regulatory and environmental concerns associated with entering new sectors of the energy industry, including requiring a disproportionate amount of our management’s attention and resources, which could have an adverse impact on our business as well as place us at a competitive disadvantage relative to more established non-LFG market participants.

Sequestering carbon dioxide is subject to numerous laws and regulations with uncertain permitting timelines and costs. We also intend to explore the production of renewable hydrogen sourced from a number of our projects’ RNG, and we may enter into long-term fixed price off-take contracts for green hydrogen that we may produce at our projects. We are currently working with a leading developer of on-site hydrogen generators to put in place construction design and services agreements in order to develop hydrogen gas-as-a-service offerings at Fueling Stations. We do not have an operating history in the green hydrogen market and our forward projections are based on uncertain operations in the future.

Some LFG projects in which we might invest in the future may be subject to cost-of-service rate regulation, which would limit our potential revenue from such LFG projects. If we invest, directly or indirectly, in an electric transmitting LFG project that allows us to exercise transmission market power, FERC could require our affiliates with MBR Authority to implement mitigation measures as a condition of maintaining our or our affiliates’ MBR Authority. FERC regulations limit using a transmission project for proprietary purposes, and we may be required to offer others (including competitors) open-access to our transmission asset, should we acquire one. Such acquisitions could have a material adverse effect on our business, financial condition and results of operations.

Our gas and manure rights agreements for Biogas Conversion Projects are subject to certain conditions. A failure to satisfy such conditions could result in the loss of such rights.

Our gas and manure rights agreements for Biogas Conversion Projects generally require that we achieve commercial operations for a project as of a specified date. If we do not satisfy such a deadline, the agreement may be terminated at the option of the biogas conversion project site owner without any reimbursement of any portion of the purchase price paid for the gas or manure rights or any other amounts we have invested in the project. Delays in construction or delivery of equipment may result in our failing to meet the commercial operations deadline in a gas or manure rights agreement. The denial or loss of a permit essential to a Biogas Conversion Project could impair our ability to construct or operate a project as required under the relevant agreement. Delays in the review and permitting process for a project can also impair or delay our ability to construct or acquire a project and satisfy any commercial operations deadlines, or increase the cost such that the project is no longer attractive to us.

Furthermore, certain of our gas and manure rights agreements for Biogas Conversion Projects require us to purchase a certain amount of LFG and manure, respectively. Any issues with our production at the corresponding projects, including due to weather, unplanned outages or transmission problems, to the extent not caused by the landfill or dairy farm, or covered by force majeure provisions in the relevant agreement, could result in failure to purchase the required amount of LFG or manure and the loss of these gas rights. Our gas and manure rights agreements often grant us the right to build additional generation capacity in the event of increased supply, but failure to use such increased supply after a prescribed period of time can result in the loss of these rights. In addition, we typically need approval from landfill owners in order to implement Renewable Power-to-RNG conversion projects, and we are also dependent on landfill owners for additional gas rights as well as land leases and easements for these conversion projects.

Additional Risk Factors Relating to Our Dispensing Business

Our commercial success depends in part on our ability to identify, acquire, develop and operate public and private Fueling Stations for public and commercial fleet vehicles in order to dispense RNG for use as vehicle fuel and generate the associated Environmental Attributes.

Our specific focus on RNG to be used as a transportation fuel in the U.S. exposes us to risks related to the supply of and demand for RNG and the associated Environmental Attributes, the cost of capital expenditures, governmental regulation, and economic conditions, among other factors. As an RNG dispenser we may also be negatively affected by lower RNG production resulting from lack of feedstock, mechanical breakdowns, faulty technology, competitive markets or changes to the laws and regulations that mandate the use of renewable energy sources.

In addition, other factors related to the development and operation of renewable energy projects could adversely affect our business, including: (i) changes in pipeline gas quality standards or other regulatory changes that may limit our ability to transport RNG on pipelines or increase the costs of processing RNG; (ii) construction risks, including the risk of delay, that may arise because of inclement weather or labor disruptions; (iii) operating risks and the effect of disruptions on our business; (iv) budget overruns and exposure to liabilities because of

unforeseen environmental, construction, technological or other complications; (v) failures or delays in obtaining desired or necessary rights, including leases and feedstock agreements; and (vi) failures or delays in obtaining and keeping in good standing permits, authorizations and consents from local city, county, state and US federal government agencies and organizations. Any of these factors could prevent completion or operation of projects, or otherwise adversely affect our business, financial condition, and results of operations.

Our success is dependent on the willingness of commercial fleets and other counterparties to adopt, and continue use of RNG, which may not occur in a timely manner, at expected levels or at all. Our vehicle fleet counterparties may choose to invest in renewable vehicle fuels other than RNG.

Our success is highly dependent on the adoption by commercial fleets and other consumers of natural gas vehicle fuels, which has been slow, volatile and unpredictable in many sectors. For example, adoption and deployment of natural gas in heavy and medium-duty trucking has been slower and more limited than we anticipated. Also, other important fleet markets, including airports and public transit, had slower than expected volume and customer growth in 2018, 2019 and 2020, which was largely reversed in 2021, but may continue into 2022 and beyond. If the market for natural gas vehicle fuels does not develop at improved rates or levels, or if a market develops but we are not able to capture a significant share of the market or the market subsequently declines, our business, growth potential, financial condition, and operating results would be harmed.

Additional factors that may influence the adoption of natural gas vehicle fuels, many of which are beyond our control, include, among others:

•        Lack of demand for trucks that use natural gas vehicle fuels due to business disruptions and depressed oil prices;

•        Adoption of governmental policies or programs or increased publicity or popular sentiment in favor of vehicles or fuels other than natural gas, including long-standing support for gasoline and diesel-powered vehicles, changes to emissions requirements applicable to vehicles powered by gasoline, diesel, natural gas, or other vehicle fuels and/or growing support for electric and hydrogen-powered vehicles;

•        Perceptions about the benefits of natural gas vehicle fuels relative to gasoline, diesel and other alternative vehicle fuels, including with respect to factors such as supply, cost savings, environmental benefits and safety;

•        The volatility in the supply, demand, use and prices of crude oil, gasoline, diesel, RNG, natural gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol;

•        Inertia among fleets and fleet vehicle operators, who may be unable or unwilling to prioritize converting a fleet to our vehicle fuels over an operator’s other general business concerns, particularly if the operator is not sufficiently incentivized by emissions regulations or other requirements or lacks demand for the conversion from its counterparties or drivers;

•        Vehicle cost, fuel efficiency, availability, quality, safety, convenience (to fuel and service), design, performance and residual value, as well as operator perception with respect to these factors, generally and in our key customer markets and relative to comparable vehicles powered by other fuels;

•        The development, production, cost, availability, performance, sales and marketing and reputation of engines that are well-suited for the vehicles used in our key customer markets, including heavy and medium-duty trucks and other fleets;

•        Increasing competition in the market for vehicle fuels generally, and the nature and effect of competitive developments in such market, including improvements in or perceived advantages of other vehicle fuels and engines powered by such fuels;

•        The availability and effect of environmental, tax or other governmental regulations, programs or incentives that promote our products or other alternatives as a vehicle fuel, including certain programs under which we generate Environmental Attributes by selling RNG as a vehicle fuel, as well as the market prices for such credits; and

•        Emissions and other environmental regulations and pressures on producing, transporting, and dispensing our fuels.

In June 2020, CARB adopted the Advanced Clean Trucks regulation, which requires manufacturers to sell a gradually increasing proportion of zero-emission electric trucks, vans and pickup trucks from 2024 onwards. By the year 2045, the Advanced Clean Trucks regulation seeks to have every new commercial vehicle sold in California be zero-emissions. Further, in September 2020, the Governor of the State of California issued the September 2020 Executive Order providing that it shall be the goal of California that (i) 100% of in-state sales of new passenger cars and trucks will be zero-emission by 2035, (ii) 100% of medium- and heavy-duty vehicles in California will be zero-emission by 2045 for all operations, where feasible, and by 2035 for drayage trucks, and (iii) the state will transition to 100% zero-emission off-road vehicles and equipment by 2035 where feasible. The September 2020 Executive Order also directed CARB to develop and propose regulations and strategies aimed at achieving the foregoing goals. Among other things, we believe the intent of the Advanced Clean Trucks regulation and the September 2020 Executive Order is to limit and ultimately discontinue the production and use of internal combustion engines because such engines have “tailpipe” emissions. If either the Advanced Clean Trucks regulation or any additional regulations adopted by CARB, including because of the September 2020 Executive Order, is permitted to take effect, it may slow, delay or prevent the adoption by fleets and other commercial consumers of our vehicle fuels, particularly in California. Moreover, because of the adoption of the Advanced Clean Trucks regulation and the issuance of the September 2020 Executive Order, other states have taken steps to enact similar regulations, which actions may accelerate if either regulation is permitted to take effect, thereby slowing, delaying or preventing the adoption of our vehicle fuels in those states as well.

Acquisition, financing, construction, and development of Fueling Station projects by us or our partners that own projects may not commence on anticipated timelines or at all.

Our strategy is to continue to expand, including through the acquisition of additional Fueling Station projects and by signing additional supply agreements with third party project owner partners. From time to time we and our partners enter into nonbinding letters of intent for projects. Until the negotiations are final, however, and the parties have executed definitive documentation, we or our partners may not be able to consummate any development or acquisition transactions, or any other similar arrangements, on the terms set forth in the applicable letter of intent or at all.

The acquisition, financing, construction and development of projects involves numerous risks, including:

•        difficulties in identifying, obtaining, and permitting suitable sites for new projects;

•        failure to obtain all necessary rights to land access and use;

•        inaccuracy of assumptions with respect to the cost and schedule for completing construction;

•        inaccuracy of assumptions with respect to the biogas potential, including quality, volume, and asset life;

•        the ability to obtain financing for a project on acceptable terms or at all;

•        delays in deliveries or increases in the price of equipment or other materials;

•        permitting and other regulatory issues, license revocation and changes in legal requirements;

•        increases in the cost of labor, labor disputes and work stoppages or the inability to find an adequate supply of workers;

•        failure to receive quality and timely performance of third-party services;

•        unforeseen engineering and environmental problems;

•        cost overruns or supply chain disruptions;

•        accidents involving personal injury or the loss of life

•        weather conditions, health crises, pandemics, catastrophic events, including fires, explosions, earthquakes, droughts and acts of terrorism, and other force majeure events; and

•        interconnection and access to utilities.

In addition, new projects have no operating history. A new project may be unable to fund principal and interest payments under its debt service obligations or may operate at a loss.

Our Fueling Station construction activities for commercial fleets and other counterparties are subject to business and operational risks, including predicting demand in a particular market or markets, land use, permitting or zoning difficulties, responsibility for actions of sub-contractors on jobs in which we serve as general contractor, potential labor shortages due to the COVID-19 pandemic or otherwise, and cost overruns.

As part of our business activities, we design and construct Fueling Stations that we either own and operate ourselves or provide these services for our counterparties. These activities require a significant amount of judgment in determining where to build and open Fueling Stations, including predictions about fuel demand that may not be accurate for any of the locations we target. As a result, we may build Fueling Stations that we may not open for fueling operations, and we may open Fueling Stations that fail to generate the volume or profitability levels we anticipate, either or both of which could occur due to a lack of sufficient customer demand at the specific locations or for other reasons. For any Fueling Stations that are completed but unopened, we would have substantial investments in assets that do not produce revenue, and for Fueling Stations that are open and underperforming, we may decide to close them.

We also face many operational challenges in connection with our Fueling Station design and construction activities. For example, we may not be able to identify suitable locations for the Fueling Stations we or our counterparties seek to build. Additionally, even if preferred sites can be located, we may encounter land use or zoning difficulties, problems with utility services, challenges obtaining and retaining required permits and approvals or local resistance, including due to reduced operations of permitting agencies because of the ongoing COVID-19 pandemic, any of which could prevent us or our counterparties from building new stations on such sites or limit or restrict the use of new or existing stations. Any such difficulties, resistance or limitations or any failure to comply with local permit, land use or zoning requirements could restrict our activities or expose us to fines, reputational damage or other liabilities, which would harm our business and results of operations.

In addition, we act as the general contractor and construction manager for new Fueling Station construction and facility modification projects, and we typically rely on licensed subcontractors to perform the construction work. We may be liable for any damage we or our subcontractors cause or for injuries suffered by our employees or our subcontractors’ employees during the course of work on our projects. Additionally, shortages of skilled subcontractor labor and any supply chain disruptions affecting access to and cost of construction materials could significantly delay a project or otherwise increase our costs. Further, our expected profit from a project is based in part on assumptions about the cost of the project, and cost overruns, delays or other execution issues may, in the case of projects we complete and sell to counterparties, result in our failure to achieve our expected margins or cover our costs, and in the case of projects we build and own, result in our failure to achieve an acceptable rate of return. If any of these events occur, our business, operating results and cash flows could be negatively affected.

Additional Risk Factors Relating to Our Business in General

Certain of our Biogas Conversion Projects and Fueling Stations are newly constructed or are under construction and may not perform as we expect.

We have a number of Biogas Conversion Projects under construction that will begin production over the next 18-24 months. Therefore, our expectations of the operating performance of these facilities are based on assumptions and estimates made without the benefit of operating history. Our projections with respect to our new and developing projects, and related estimates and assumptions, are based on limited or future operating history. These facilities also include digesters under development for which we have no operating history. The ability of these facilities to meet our performance expectations is subject to the risks inherent in newly constructed energy generation and RNG production facilities and the construction of such facilities, including delays or problems in construction, degradation of equipment in excess of our expectations, system failures, and outages. The failure of these facilities to perform as we expect could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our contracts with government entities may be subject to unique risks, including possible termination of or reduction in the governmental programs under which we operate, instances in which our contract provisions allow the government entity to terminate, amend or change terms at their convenience, and competitive bidding processes for the award of contracts.

We have, and expect to continue to seek, long-term Fueling Station construction, maintenance and fuel sale contracts with various government entities. In addition to normal business risks, including the other risks discussed in these risk factors, our contracts with government entities are often subject to unique risks, some of which are beyond our control. For example, long-term government contracts and related orders are subject to cancellation if adequate appropriations for subsequent performance periods are not made. Further, the termination of funding for a government program supporting any of our government contracts could result in the loss of anticipated future revenue attributable to such contract. Moreover, government entities with which we contract are often able to modify, curtail or terminate contracts with us at their convenience and without prior notice, and would only be required to pay for work completed and commitments made at or prior to the time of termination.

In addition, government contracts are frequently awarded only after competitive bidding processes, which are often protracted. In many cases, unsuccessful bidders for government contracts are provided the opportunity to formally protest the contract awards through various agencies or other administrative and judicial channels. The protest process may substantially delay a successful bidder’s contract performance, result in cancellation of the contract award entirely and distract management. As a result, we may not be awarded contracts for which we bid, and substantial delays or cancellation of government contracts may follow any successful bids as a result of any protests by other bidders. The occurrence of any of these risks could have a material adverse effect on our results of operations and financial condition.

Our level of indebtedness and preferred units redemption obligations could adversely affect our ability to raise additional capital to fund our operations and acquisitions. It could also expose us to the risk of increased interest rates and limit our ability to react to changes in the economy or our industry. We may be unable to obtain additional financing to fund our operations or growth following consummation of the Business Combination.

After giving effect to the Business Combination and certain other related transactions, our pro forma consolidated indebtedness as of December 31, 2021 would have been approximately $199.7 million, or approximately 27.1% of our total pro forma capitalization of $737.8 million (assuming no redemptions) at such date or approximately 44.2% of our total pro forma capitalization of $451.8 million (assuming maximum redemptions while maintaining the Minimum Cash Proceeds and the minimum net tangible assets pursuant to the BCA) at such date. See “Unaudited Pro Forma Combined Financial Information” elsewhere in this proxy statement/prospectus for a discussion of the related pro forma adjustments and assumptions. Additionally, on November 29, 2021, OPAL Fuels and Hillman entered into an Exchange Agreement pursuant to which OPAL Fuels issued to Hillman Series A-1 Preferred Units, which are redeemable after four years at the option of Hillman for an aggregate redemption price of $30,000,000 plus accrued and unpaid dividends thereon. In addition, OPAL expects to draw down the full amount on NextEra’s $100.0 million subscription commitment prior to Closing and will issue to NextEra 1,000,000 Series A Preferred Units, which are redeemable after four years at the option of NextEra for an aggregate redemption price of $100.0 million plus accrued and unpaid dividends thereon.

Our substantial indebtedness and preferred units redemption obligations could have important consequences, including, for example:

•        being required to accept then-prevailing market terms in connection with any required refinancing of such indebtedness or redemption obligations, which may be less favorable than existing terms;

•        failure to refinance, or to comply with the covenants in the agreements governing, these obligations could result in an event of default under those agreements, which could be difficult to cure or result in our bankruptcy;

•        our debt service and dividend obligations require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt and dividends on our preferred units, thereby reducing the funds available to us and our ability to borrow to operate and grow our business;

•        our limited financial flexibility could reduce our ability to plan for and react to unexpected opportunities; and

•        our substantial debt service obligations make us vulnerable to adverse changes in general economic, credit and capital markets, industry and competitive conditions and adverse changes in government regulation and place us at a disadvantage compared with competitors with less debt or mandatorily redeemable preferred units.

Any of these consequences could have a material adverse effect on our business, financial condition and results of operations. If we do not comply with our obligations under our debt instruments or with respect to our preferred units, we may be required to refinance all or part of our existing debt and preferred units, borrow additional amounts or sell securities, which we may not be able to do on favorable terms or at all. In addition, increases in interest and dividend rates and changes in debt and preferred equity covenants may reduce the amounts that we can borrow or otherwise finance, reduce our cash flows and increase the equity investment we may be required to make to complete construction of our Biogas Conversion Projects and Fueling Stations. These increases could cause some of our projects to become economically unattractive. If we are unable to raise additional capital or generate sufficient operating cash flow to repay our indebtedness and preferred unit obligations, we could be in default under our lending agreements and preferred unit designations and could be required to delay construction of new projects, reduce overhead costs, reduce the scope of our projects or abandon or sell some or all of our projects, all of which could have a material adverse effect on our business, financial condition and results of operations.

Our existing credit facilities contain financial covenants and our credit facilities and preferred unit designations contain other restrictive covenants that limit our ability to return capital to equity holders or otherwise engage in activities that may be in our long-term best interests. Our inability to comply with those covenants could result in an event of default or material breach which, if not cured or waived, may entitle the related lenders or preferred unit holders to higher interest or dividend payment to demand repayment or enforce their security interests (in the case of indebtedness) and other remedies, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, failure to comply with such covenants may entitle the related lenders to demand repayment and accelerate all such indebtedness. Further, in certain circumstances following a failure to timely redeem our Series A Preferred Units, holders of such Series A Preferred Units have the right to designate a director to our board of directors.

In connection with certain project development opportunities, we have utilized project-level financing in the past and may need to do so again in the future; however, we may not be able to obtain such financing on commercially reasonable terms or at all. The agreements governing such financings typically contain financial and other restrictive covenants that limit a project subsidiary’s ability to make distributions to its parent or otherwise engage in activities that may be in its long-term best interests. Project-level financing agreements generally prohibit distributions from the project entities to us unless certain specific conditions are met, including the satisfaction of certain financial ratios or a facility achieving commercial operations. Our inability to comply with such covenants may prevent cash distributions by the particular project or projects to us and could result in an event of default which, if not cured or waived, may entitle the related lenders to demand repayment or enforce their security interests, which could result in a loss of project assets and/or otherwise have a material adverse effect on our business, results of operations and financial condition.

In accordance with applicable FASB standards, management has concluded there are conditions or events, considered in the aggregate, that raise substantial doubt about the ability of OPAL Fuels to continue as a going concern without the implementation of various mitigation steps identified by management of OPAL Fuels, including consummation of the Business Combination.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. (ASU 2015-14). Under the new standard, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or

events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

In performing the first step of this assessment, management of OPAL Fuels concluded that conditions existed that raise substantial doubt about its ability to meet its financial obligations as they come due within one year after the date that its audited consolidated financial statements at and for the year ended December 31, 2021 were issued in April 2022. Those conditions are discussed in the section titled “OPAL Fuels’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and Note 1 of the Audited Consolidated Financial Statements of OPAL Fuels LLC in this proxy statement/prospectus, but include the following:

•        OPAL Fuels has a history of net losses from its operations excluding certain non-cash gains related to an acquisition in 2021 and deconsolidation of its variable interest entities;

•        The cash balance of OPAL Fuels as of December 31, 2021 was $42,054 thousand, of which $2,740 thousand is restricted;

•        OPAL Fuels has $94,988 thousand of outstanding debt coming due in 2022 which is reflected in its working capital deficit of $55,141 thousand, as of December 31, 2021; and

•        OPAL Fuels expects significant capital expenditures in the next twelve months to fund our growth plans.

In performing the second step of this assessment, OPAL Fuels was required to evaluate whether its plans to mitigate the identified conditions alleviate the substantial doubt about its ability to meet its obligations as they become due on or before April 2023. Those plans are also discussed in the section titled “OPAL Fuels’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and Note 1 of the Audited Consolidated Financial Statements of OPAL Fuels LLC included elsewhere in this proxy statement/prospectus, and include the following:

•        Beginning in 2022 and beyond, we anticipate a significant increase in revenues and resulting cash flows from operating activities from the operation of the Beacon RNG facility due to, among other things, our acquisition in 2021 of the remaining equity interests in the entity that owns this facility (which were not then owned by OPAL Fuels) from Area;

•        The availability of our current credit facility with Bank of America, of which $90.0 million was available at closing and the remaining $35.0 million becomes available in third quarter of 2022 as we expect three more facilities become operational;

•        The availability to draw under the NextEra Subscription, of which we had drawn $25.0 million as of March 31, 2022 and expect to draw the remainder prior to, the earlier of, June 30, 2022 or the consummation of the Business Combination;

•        The pending status of the Business Combination and PIPE Investment;

•        A significant portion of our projected revenues for 2022 are already under existing fixed contract arrangements;

•        We have the ability to postpone our uncommitted capital expenditures without significantly impacting our revenue generation capabilities for the upcoming twelve (12) months from the date the financial statements are issued;

•        We believe that we would be able to pay the debt coming due in 2022 with the availability under the existing facilities together with the cash on hand and cash flows from operations.

OPAL Fuels believes that the actions taken in 2021 with capital raises, including the credit facility with Bank of America and the availability to draw under the NextEra Subscription Agreement, the proposed Business Combination and significant growth in the projected cash flows from operating activities, in each case discussed further in “OPAL Fuels’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and Note 1 of the Audited Consolidated Financial Statement of OPAL Fuels LLC included elsewhere in this proxy statement/prospectus, are probable of occurring and mitigate

the substantial doubt raised and it believes it will be able to satisfy its liquidity needs through April 2023. However, we cannot predict, with certainty, the outcomes of actions to generate liquidity, including consummation of the contemplated Business Combination. Further, other factors, such as any decrease in demand for OPAL Fuels’ products or its ability to manage production facilities, could impact its ability to fund operations and meet the obligations under the existing debt facilities as they come due and meet the debt covenants.

To fuel future growth, we may seek additional capital through equity offerings or debt financings. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our project development efforts. We may be unable to obtain any such additional financing on acceptable terms or at all. Our ability to access capital when needed is not assured and, if capital is not available when, and in the amounts, needed, we could be required to delay, scale back or abandon some or all of our development programs and other operations, which could materially harm our business, prospects, financial condition, and operating results.

The accompanying audited consolidated financial statements of OPAL Fuels included elsewhere in this proxy statement/prospectus have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability of OPAL Fuels to continue as a going concern.

Liabilities and costs associated with hazardous materials and contamination and other environmental conditions may require us to conduct investigations or remediation at the properties underlying our projects, may adversely impact the value of our projects or the underlying properties, and may expose us to liabilities to third parties.

We may incur liabilities for the investigation and cleanup of any environmental contamination at the properties underlying or adjacent to our projects, or at off-site locations where we arrange for the disposal of hazardous substances or wastes. Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and other federal, state and local laws, an owner or operator of a property may become liable for costs of investigation and remediation, and for damages to natural resources. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances or whether the conduct giving rise to the release was legal at the time when it occurred. In addition, liability under certain of these laws is joint and several, which means that we may be assigned liabilities for hazardous substance conditions that exceed our action contributions to the contamination conditions. We also may be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. We may incur substantial investigation costs, remediation costs or other damages, thus harming our business, financial condition and results of operations, as a result of the presence or release of hazardous substances at locations where we operate or as a result of our own operations.

The presence of environmental contamination at a project may adversely affect an owner’s ability to sell such project or borrow funds using the project as collateral. To the extent that an owner of the real property underlying one of our projects becomes liable with respect to contamination at the real property, the ability of the owner to make payments to us may be adversely affected.

We may also face liabilities in cases of exposure to hazardous materials, and claims for such exposure can be brought by any third party, including workers, employees, contractors and the general public. Claims can be asserted by such persons relating to personal injury or property damage, and resolving such claims can be expensive and time consuming, even if there is little or no basis for the claim.

We have a history of accounting losses and may incur additional losses in the future.

OPAL and its predecessor companies have incurred net losses historically, including a net income attributable to OPAL Fuels LLC of $41.4 million for the year ended December 31, 2021 and net loss of $25.4 million for the year ended December 31, 2020, respectively. We may incur losses in future periods, and we may never sustain profitability, either of which would adversely affect our business, prospects and financial condition and may cause the price of New OPAL Common Stock to fall. Furthermore, historical losses may not be indicative of future losses due to many factors outside of our control including but not limited to the unpredictability of the COVID-19 pandemic, and our future losses may be greater than our past losses. In addition, to try to achieve or sustain profitability, we may choose or be forced to take actions that result in material costs or material asset or goodwill impairments. We review our assets for

impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, and we perform a goodwill impairment test on an annual basis and between annual tests in certain circumstances, in each case in accordance with applicable accounting guidance and as described in the financial statements and notes to the financial statements included in this report. Changes to the use of our assets, divestitures, changes to the structure of our business, significant negative industry or economic trends, disruptions to our operations, inability to effectively integrate any acquired businesses, further market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill impairment charges or other adverse consequences, any of which could have material adverse effects on our financial condition, our results of operations and the trading price of New OPAL Common Stock.

Loss of our key management could adversely affect our business performance. The Combined Company’s management team has limited experience in operating a public company such as New OPAL.

We are dependent on the efforts of our key management. Although we believe qualified replacements could be found for any departures of key executives, the loss of their services could adversely affect our performance and the value of our common shares.

The COVID-19 pandemic and measures intended to reduce its spread have, and may continue to, adversely affect our business, results of operations and financial condition.

Beginning in late 2019, a novel strain of coronavirus (COVID-19) spread throughout the world, including the U.S., ultimately being declared a pandemic. Global health concerns and increased efforts to reduce the spread of the COVID-19 pandemic prompted federal, state and local governments to restrict normal daily activities, which resulted in lockdowns, travel bans, quarantines, “shelter-in-place” orders requiring individuals to remain in their homes other than to conduct essential services or activities, business limitations and shutdowns (subject to exceptions for certain essential operations and businesses, including our business). Some of these governmental restrictions have since been scaled back or lifted, although an increase in the prevalence of COVID-19 cases and the spread of new variants may result in the re-imposition of certain restrictions and may lead to other restrictions being implemented in response to efforts to reduce the spread of COVID-19. Given the dynamic nature of these circumstances and the related adverse impact these restrictions have had, and may continue to have, on the economy generally, our business and financial results may continue to be adversely affected by the COVID-19 pandemic.

Our operations have been designated “essential critical infrastructure work” in the energy sector by the U.S. Department of Homeland Security, meaning that we have been able to continue full operations. Despite our essential designation and our continued operations, however, we are subject to various risk and uncertainties because of the COVID-19 pandemic that could materially adversely affect our business, results of operations and financial condition, including the following:

•        a further delay in the adoption of natural gas vehicle fuels by heavy-duty trucks and/or a delay in increasing the use of our vehicle fuels;

•        a continued or further decrease in the volume of truck and fleet operations, including shuttle busses at airports, and lower-than-normal levels of public transportation generally, which have resulted in, and may continue to result in, decreased demand for our vehicle fuels;

•        the impact of business disruptions on the production of vehicles and engines that use our fuels, which has resulted in, and may continue to result in, plant closures, decreased manufacturing capacity, and delays in deliveries; and

•        depressed oil and diesel prices, especially relative to natural gas prices and for a prolonged period, which may decrease the price-related incentive for operators to adopt trucks that use our vehicle fuels.

The duration and extent of the impact of the COVID-19 pandemic on our business and financial results will depend on future developments, including the duration, severity and spread of the COVID-19 pandemic, actions taken to contain its spread, any further resurgence of COVID-19, the severity and transmission rates of new variants of COVID-19, the availability, distribution and efficacy of vaccines and therapeutics for COVID-19 and how quickly and to what extent normal economic and operating conditions can (and will) resume within the markets in which we operate, each of which are highly uncertain at this time and are outside of our control. Even after the COVID-19

pandemic subsides, we may continue to experience adverse effects to our business and financial results because of its global economic impact, including any economic downturn or recession that has occurred or may occur. The adverse effect of the COVID-19 pandemic on our business, results of operations and financial condition could be material.

Integration and Other Risks of the Combined Company

Some relationships with our counterparties and suppliers may experience disruptions in connection with the Business Combination, which may limit the Combined Company’s business.

Parties with which OPAL currently does business or the Combined Company may do business in the future, including our counterparties and suppliers, may experience uncertainty associated with the Business Combination, including with respect to current or future business relationships with the Combined Company. As a result, the business relationships of the Combined Company may be subject to disruptions if our counterparties and suppliers or others attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than the Combined Company. For example, certain of our counterparties, suppliers and third-party providers may have contractual consent rights or termination rights that may be triggered by a change of control or assignment of the rights and obligations of contracts that will be transferred in the Business Combination. These disruptions could harm relationships with our existing third parties with whom we have relationships and preclude the Combined Company from attracting new third parties, all of which could have a material adverse effect on the Combined Company’s business, financial condition and results of operations, cash flows, and/or share price. The effect of such disruptions could be exacerbated by a delay in the consummation of the Business Combination.

OPAL’s operations may be restricted during the pendency of the Business Combination pursuant to the terms of the Business Combination Agreement.

During the period after execution of the Business Combination Agreement and prior to the consummation of the Business Combination, under the Business Combination Agreement, OPAL is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period. As a result, OPAL may be unable, during such period, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial to the Combined Company.

We have identified material weaknesses in OPAL’s internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, the Combined Company may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect the Combined Company’s business and stock price.

In connection with the preparation and audit of OPAL’s consolidated financial statements for each of the years ended December 31, 2021, 2020 and 2019, material weaknesses were identified in OPAL’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented, or detected and corrected, on a timely basis. These material weaknesses were as follows:

•        There is a lack of an adequate control environment, including internal communications, to allow for timeliness of reviews for the accounting and disclosures of significant and unusual transactions and contracts;

•        There is a lack of appropriate segregation of duties and appropriate access controls as certain employees have the ability to prepare and post journal entries while other employees have inappropriate access to certain financial systems. For various transactions and account reconciliations, the same person was the originator and preparer of financial information without further review by an independent person with sufficient accounting and/or financial reporting competence and authority;

•        The Company did not have timely and effective reviews over standard account reconciliations and related accounting analysis which resulted in various audit adjustments that the Company corrected; and

•        Review controls over application of ASC-606 were not designed and implemented appropriately during the current year.

These material weaknesses could result in a misstatement of substantially all of OPAL’s accounts or disclosures that would result in a material misstatement to its or the Combined Company’s annual or interim financial statements that would not be prevented or detected.

OPAL has begun developing and executing on a plan to remediate these material weaknesses in anticipation of the consummation of the Business Combination, including the hiring of a Chief Financial Officer and a Chief Accounting Officer. When finally implemented, OPAL’s remediation plan may include measures such as: hiring additional accounting and financial reporting personnel with appropriate technical accounting knowledge and public company experience in financial reporting; designing and implementing formal processes, policies and procedures supporting OPAL’s financial close process, including creating standard balance sheet reconciliation templates and journal entry controls; and designing and implementing controls to formalize roles and review responsibilities to align with OPAL’s team’s skills and experience in designing and implementing formal controls over segregation of duties.

While OPAL believes these efforts are likely to remediate the material weaknesses, OPAL may not be able to complete its evaluation, testing or any required remediation in a timely fashion, or at all. The effectiveness of the Combined Company’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If the Combined Company is unable to remediate OPAL’s material weaknesses, the Combined Company’s ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect the Combined Company’s reputation and business and the market price of the Combined Company’s Common Stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of the Combined Company’s securities and harm to the Combined Company’s reputation and financial condition, or diversion of financial and management resources from the operation of the Combined Company’s business.

The Combined Company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it following consummation of the Business Combination could have a material adverse effect on its business.

OPAL is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following consummation of the Business Combination, the Combined Company will be required to provide management’s attestation on internal controls commencing with the Combined Company’s annual report for the year ending December 31, 2022 in accordance with applicable SEC guidance. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of OPAL as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable following consummation of the Business Combination. If the Combined Company is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

Risks Related to the Business Combination and ArcLight

For purposes of this subsection entitled “Risks Related to the Business Combination and ArcLight” only, “we,” “us” or “our” refer to (i) ArcLight prior to the consummation of the Business Combination or (ii) New OPAL following the consummation of the Business Combination, unless the context otherwise requires.

Our Sponsor and independent directors have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and our independent directors have agreed to vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of their ArcLight Class A ordinary shares and ArcLight Class B ordinary shares that the Sponsor and our independent directors shall be entitled to so vote: (A) in favor of adoption and approval of the Business Combination Agreement, the transactions and any other proposals

recommended by ArcLight’s Board in connection with the transaction as to which shareholders of ArcLight are called upon to vote or consent to; (B) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of ArcLight or its Affiliates under the Business Combination Agreement or that would reasonably be expected to result in any of the conditions to ArcLight’s or any of its Affiliates’ obligations under the Business Combination Agreement not being fulfilled; and (C) against any ArcLight acquisition proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the transactions. The Sponsor and our independent directors have agreed to not take or commit or agree to take any action inconsistent with the foregoing. As of the date hereof, the Sponsor and our independent directors own approximately 20% of our total outstanding ArcLight ordinary shares.

If the conditions to the Business Combination Agreement are not met the Business Combination may not occur.

Even if the Business Combination Agreement is approved by the shareholders of ArcLight, certain customary closing conditions, including, but not limited to, (i) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction prohibiting or preventing the consummation of the transactions contemplated by the Business Combination Agreement, (ii) the effectiveness of this proxy statement/prospectus in accordance with the provisions of the Securities Act, registering the New OPAL Class A Common Stock to be issued in connection with the Business Combination (excluding that which will be issued to the New OPAL Equityholders), (iii) OPAL Fuels’ and OPAL HoldCo’s approval (which was delivered concurrently with the signing of the Business Combination Agreement), (iv) the Aggregate Transaction Proceeds equaling no less than $225,000,000 and ArcLight having made arrangements for such amounts held in the Trust Account to be released from the Trust Account at the Closing, (v) the sum of all Unpaid ACT Expenses and all Unpaid ACT Liabilities (each as defined in the Business Combination Agreement) not exceeding $30,000,000, (vi) the conditional approval by Nasdaq of ArcLight’s initial listing application for the New OPAL Class A Common Stock to be issued in connection with the Business Combination, (vii) ArcLight having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after the Closing, (viii) no material adverse effect having occurred and be continuing, (ix) as of the Closing, the effectiveness of each of the agreements ancillary to the Business Combination Agreement, and (x) the Domestication having been consummated on the Closing Date prior to the Closing in accordance with the Business Combination Agreement and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation to the Domestication having been delivered to OPAL Fuels. For a list of the material closing conditions contained in the Business Combination Agreement, see the section entitled “The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.” ArcLight and New OPAL may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause ArcLight and New OPAL to each lose some or all of the intended benefits of the Business Combination.

Some of ArcLight’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether New OPAL is appropriate for ArcLight’s initial business combination.

The personal and financial interests of ArcLight’s Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for the Business Combination, their support for completing the Business Combination and the operation of New OPAL following the Business Combination.

ArcLight’s Sponsor and independent directors own 7,639,076 and 140,000 ArcLight Class B ordinary shares, respectively, which were initially acquired prior to ArcLight’s IPO for an aggregate purchase price of $0.003 per share and ArcLight’s directors and officers have pecuniary interests in such ArcLight ordinary shares through their ownership interest in the Sponsor. Such shares had an aggregate market value of approximately $77,168,434 based on the last sale price of $9.92 per share on Nasdaq on May 5, 2022. In addition, the Sponsor purchased an aggregate of 9,223,261 ArcLight Private Placement Warrants, each exercisable for one ordinary share of ArcLight, for a purchase price of $9,223,261, or $1.00 per warrant. Such warrants had an aggregate market value of approximately $16,325,172 based on the last sale price of $1.77 per Public Warrant on Nasdaq on May 5, 2022. The Existing Organizational Documents require ArcLight to complete an initial business combination (which will be the Business Combination should it occur) within 24 months from the closing of the IPO, or March 25,

2023 (the “Combination Period”) (unless such date is extended in accordance with the Existing Organizational Documents). If the Business Combination is not completed and ArcLight is forced to wind up, dissolve and liquidate in accordance with the Existing Organizational Documents, the 7,639,076 and 140,000 ArcLight Class B ordinary shares currently held by ArcLight’s Sponsor, and independent directors, respectively, and the ArcLight Private Placement Warrants will be worthless (as the holders have waived liquidation rights with respect to such ArcLight ordinary shares). 763,907 of the ArcLight Class B ordinary shares held by Sponsor will be subject to forfeiture if not vested by the Sponsor Earnout End Date pursuant to the Sponsor Letter Agreement. See “The Business Combination Agreement — Sponsor Letter Agreement” for more information.

ArcLight’s Sponsor, directors and officers, and their respective Affiliates have incurred significant out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing of the Business Combination, ArcLight’s Sponsor, directors and officers, and their respective Affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on ArcLight’s behalf such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. As of the record date, there were zero unreimbursed expenses due to ArcLight’s Sponsor, directors and officers, and their respective Affiliates. If an initial business combination is not completed prior to March 25, 2023 (unless such date is extended in accordance with the Existing Organizational Documents), ArcLight’s Sponsor, directors and officers, or any of their respective Affiliates will not be eligible for any such reimbursement.

The Sponsor and its affiliates are active investors across a number of different investment platforms, which ArcLight and the Sponsor believe improved the volume and quality of opportunities that were available to ArcLight. However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, ArcLight’s Existing Organizational Documents provide that ArcLight renounces its interest in any business combination opportunity offered to any founder, director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of ArcLight and is an opportunity that ArcLight is able to complete on a reasonable basis. This waiver allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives, including the fundraising needs of the target and the investment objectives of the investment vehicle. ArcLight is not aware of any such conflict or opportunity being presented to any founder, director or officer of ArcLight nor does it believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target.

In light of the foregoing, ArcLight’s Sponsor, directors and officers, and their respective Affiliates will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with OPAL Fuels rather than liquidate even if (i) OPAL Fuels is a less favorable target company or (ii) the terms of the Business Combination are less favorable to Public Shareholders. As a result, our Sponsor and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of Public Shareholders. Further, ArcLight’s Sponsor and independent directors who hold ArcLight Class B ordinary share may receive a positive return on the ArcLight Class B ordinary share even if Public Shareholders experience a negative return on their investment after consummation of the Business Combination. The ArcLight Board was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Shareholders that they approve the Business Combination.

The Sponsor may receive a positive return on the 7,779,076 ArcLight Class B ordinary shares and 9,223,261 ArcLight Private Placement Warrants even if Public Shareholders experience a negative return on their investment after consummation of the Business Combination.

If ArcLight is able to complete a business combination within the required time period, the Sponsor may receive a positive return on the 7,779,076 ArcLight Class B ordinary shares (including 763,907 of such shares subject to forfeiture pursuant to the Sponsor Letter Agreement dated December 2, 2021), which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the IPO, and the 9,223,261 ArcLight Private Placement Warrants, which were acquired for an aggregate purchase price of $9,223,261 (or $1.00 per warrant) concurrently with completion of the IPO, even if the Public Shareholders experience a negative return on their investment in the ArcLight Class A Ordinary Shares and the ArcLight Public Warrants after consummation of the Business Combination.

Pre-existing relationships between participants in the Business Combination and the related transactions or their Affiliates could give rise to actual or perceived conflicts of interest in connection with the Business Combination.

Certain of the participants in the Business Combination and the PIPE Financing (as defined in the Business Combination Agreement) or their Affiliates have pre-existing relationships that could give rise to conflicts of interest in connection with the Business Combination and related transactions. For example, certain of the PIPE Investors (including one of the lead PIPE Investors), have interests in or are affiliated with investors in OPAL Fuels, as well as certain other contractual relationships with OPAL Fuels. Such PIPE investors have different considerations when choosing to make their investment, as a successful transaction may facilitate liquidity on their existing positions. Although no such arrangements exist, such investors may also hope that such investments will provide opportunities for influence or more favorable economic terms on their fund investments, which could impact the overall OPAL Fuels portion of New OPAL’s business. There is no guarantee such investors will continue to maintain their fund investments.

Even if such relationships do not create actual conflicts, the perception of conflicts in the press or the financial community generally could create negative publicity with respect to the Business Combination, which could adversely affect the business generated and the relationships of OPAL Fuels with their existing customers.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, may require ArcLight to agree to amend the Business Combination Agreement, to consent to certain actions taken by OPAL Fuels or to waive rights that ArcLight is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of OPAL Fuels’ respective businesses, a request by OPAL Fuels to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on OPAL Fuels’ business and would entitle ArcLight to terminate the Business Combination Agreement. In any of such circumstances, it would be at ArcLight’s discretion, acting through the ArcLight Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for ArcLight and its shareholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, ArcLight does not believe there will be any changes or waivers that ArcLight’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, ArcLight will circulate a new or amended proxy statement/prospectus and resolicit ArcLight’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

For the avoidance of doubt, neither ArcLight’s sponsor nor its Affiliates have any ownership interest in OPAL Fuels or any contractual relationship with OPAL Fuels prior to the completion of the Business Combination.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A Common Stock to drop significantly, even if New OPAL’s business is doing well.

Sales of a substantial number of shares of the New OPAL Class A Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the New OPAL Class A Common Stock. Upon completion of the Business Combination, and assuming no election is made pursuant to the Business Combination Agreement that Ares receive New OPAL Class A Common Stock rather than New OPAL Class B Common Stock, the PIPE Investors will own approximately 24.3% of the outstanding shares of the New OPAL Class A Common Stock assuming no Public Shareholders redeem their ArcLight Class A ordinary shares in connection with the Business Combination or approximately 54.8% of the outstanding New OPAL Class A Common Stock assuming that 28,598,800 ArcLight Class A ordinary shares (being our estimate of the maximum number of ArcLight Class A ordinary shares that could be redeemed in connection with the Business Combination in order to satisfy the closing conditions contained in the Business Combination Agreement) are redeemed in connection with the Business Combination. While the PIPE Investors will agree, and will continue to be subject, to certain restrictions regarding the transfer of the New OPAL Class A Common Stock, these shares may be sold after

the expiration of the applicable lock-up restrictions. We may file one or more registration statements prior to or shortly after the closing of the Business Combination to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of the New OPAL Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

We and OPAL Fuels will incur transaction costs in connection with the Business Combination.

Each of ArcLight and OPAL Fuels has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. ArcLight and OPAL Fuels may also incur additional costs to retain key employees. ArcLight and OPAL Fuels will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the transactions. Some of these costs are payable regardless of whether the Business Combination is completed.

Subsequent to the completion of the Business Combination, New OPAL may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and its share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to OPAL Fuels has identified all material issues or risks associated with OPAL Fuels, its business or the industry in which it competes. Factors outside of the control of each of OPAL and ArcLight may, at any time, arise. As a result of these factors, we may incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or New OPAL. Accordingly, any shareholders of ArcLight who choose to remain New OPAL stockholders following the Business Combination could suffer a reduction in the value of their Public Shares and ArcLight Warrants. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

If the Business Combination is consummated, ArcLight’s shareholders will experience dilution.

Following completion of the Business Combination, ArcLight’s Public Shareholders will own approximately 15.6% of the fully diluted common equity of New OPAL (assuming that no shares of ArcLight’s Class A ordinary shares are elected to be redeemed by ArcLight’s Public Shareholders). If any shares of ArcLight Class A ordinary shares are redeemed in connection with the Business Combination, the percentage of New OPAL’s fully diluted common equity held by the current Public Shareholders of ArcLight will decrease relative to the percentage held if none of the ArcLight Class A ordinary shares are redeemed. To the extent that any of the outstanding ArcLight Warrants are exercised for shares of ArcLight Class A ordinary shares, ArcLight’s Public Shareholders may experience substantial dilution.

ArcLight has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to ArcLight from a financial point of view.

The ArcLight Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. ArcLight is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price it is paying is fair to ArcLight from a financial point of view. In analyzing the Business Combination, the ArcLight Board and ArcLight’s management conducted due diligence on New OPAL and researched the industry in which New OPAL operates and concluded that the Business Combination was in the best interest of its shareholders.

Accordingly, ArcLight’s shareholders will be relying solely on the judgment of the ArcLight Board in determining the value of the Business Combination, and the ArcLight Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand Redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Combined Financial Information” may not be representative of New OPAL’s results if the Business Combination is completed.

ArcLight and New OPAL currently operate as separate companies and have had no prior history as a combined entity, and New OPAL’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of New OPAL. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Combined Financial Information” has been derived from ArcLight’s and New OPAL’s historical financial statements and certain adjustments and assumptions have been made regarding New OPAL after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of New OPAL.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect New OPAL’s financial condition or results of operations following the Closing. Any potential decline in New OPAL’s financial condition or results of operations may cause significant variations in the stock price of New OPAL.

Past performance by our management team (including with respect to ACTC I), ArcLight or their respective Affiliates may not be indicative of future performance of an investment in us.

Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team (including with respect to ACTC I), ArcLight or its Affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of ArcLight or its Affiliates as indicative of the ability to successfully consummate this Business Combination.

We have identified a material weakness in our internal control over financial reporting as of November 24, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

In connection with the preparation of our financial statements as of December 31, 2021, we concluded it was appropriate to restate the presentation of ArcLight Class A ordinary shares subject to possible redemption to reflect its Public Shares within temporary equity after determining the Public Shares redemption feature is not solely within our control. As part of such process, we identified a material weakness in our internal controls over financial reporting related to the accounting for our complex financial instruments (including redeemable equity instruments as described above). In light of the material weakness identified and the resulting restatement, although we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. A material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such a case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result of the foregoing. We cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021.

During the pendency of the Business Combination, ArcLight will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

During the pendency of the Business Combination, ArcLight will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement, in part because of the inability of the ArcLight Board to change its recommendation in connection with the Business Combination. The Business Combination Agreement does not permit the ArcLight Board to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Shareholder Proposals.

Certain covenants in the Business Combination Agreement impede the ability of ArcLight to make acquisitions or complete certain other transactions pending completion of the Business Combination. As a result, ArcLight may be at a disadvantage to its competitors during that period. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

New OPAL’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause New OPAL to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of New OPAL’s Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the New OPAL Boards’ attention and resources from New OPAL’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to New OPAL’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, New OPAL may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Our Initial Shareholders, our directors, executive officers, advisors and their Affiliates may elect to purchase Public Shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our ArcLight Class A ordinary shares.

In connection with the Business Combination, the Sponsor, executive officers, advisors and their Affiliates may purchase shares or ArcLight Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or ArcLight Public Warrants in such transactions.

In the event that the Sponsor, executive officers, advisors and their Affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares would be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy the Minimum Cash Proceeds, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of ArcLight Public Warrants would be to reduce the number of ArcLight Public Warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our ArcLight Class A ordinary shares or New OPAL Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares).

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination (which shall be the Business Combination should it occur). Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

You may only be able to exercise your ArcLight Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer New OPAL Class A Common Stock from such exercise than if you were to exercise such warrants for cash.

The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the New OPAL Class A Common Stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the New OPAL Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the ArcLight Public Warrants for redemption. If you exercise your ArcLight Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering all of the warrants for that number of New OPAL Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of New OPAL Class A Common Stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A Common Stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” is the average reported last sale price of the New OPAL Class A Common Stock for the 10 trading days ending on the trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. As a result, you would receive fewer shares of New OPAL Class A Common Stock from such exercise than if you were to exercise such warrants for cash.

The grant of registration rights to our shareholders, holders of our ArcLight Private Placement Warrants and PIPE Investors and the future exercise of such rights may adversely affect the market price of our Class A Common Stock.

Upon the completion of the Business Combination, the Investor Rights Agreement will be entered into between New OPAL, the Sponsor, certain equityholders of ArcLight named therein and certain other parties, replacing ArcLight’s existing registration rights agreement. The Investor Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex G. Pursuant to the Investor Rights Agreement, the New OPAL Holders and the Sponsor, and, in each case, their permitted transferees will have customary registration rights (including demand (only in the case of the New OPAL Holders) and piggy-back rights, subject to cooperation and cut-back provisions) with respect to (i) the New OPAL Class A Common Stock (including the New OPAL Class A Common Stock issued pursuant to the New OPAL Operating Group Agreements upon exchange of the OPAL Common Units along with a corresponding number of shares of the New OPAL Class C Common Stock or New OPAL Class D Common Stock) for the New OPAL Class A Common Stock or New OPAL Class B Common Stock, respectively, (ii) the ArcLight Private Placement Warrants and the New OPAL Class A Common Stock issuable upon exercise of the ArcLight Private Placement Warrants, and (iii) any New OPAL Common Stock or any subsidiary of New OPAL issued or issuable with respect to the securities referred to in clause (i) and (ii) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization. Further, pursuant to the Subscription Agreements, we agreed that we will (i) file within 15 days after the Closing a registration statement with the SEC for a secondary offering of the PIPE Securities,

(ii) use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable thereafter and (iii) to maintain the effectiveness of such registration statement until the earlier of (a) the third anniversary of the Closing, (b) the date on which the holder ceases to hold any securities issued pursuant to the Subscription Agreement, or (c) the first date on which the holder is able to sell all of its securities issued pursuant to the Subscription Agreement (or securities received in exchange therefor) without restriction under Rule 144 under the Securities Act. In addition, the Subscription Agreements provide these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by us. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the New OPAL Class A Common Stock.

The provisions of the Existing Organizational Documents that relate to the rights of holders of our ArcLight Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ArcLight ordinary shares who attend and vote at a general meeting of ArcLight, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend the Existing Organizational Documents to facilitate the completion of the Business Combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. The Existing Organizational Documents provide that any of its provisions related to the rights of holders of our ArcLight Class A ordinary shares (including the requirement to deposit proceeds of the IPO and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) may be amended if approved by special resolution, meaning the affirmative vote of the holders of at least two-thirds of our ArcLight ordinary shares who attend (in person or by proxy) and, being entitled to vote, vote at a general meeting of ArcLight, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ArcLight ordinary shares; provided that the provisions of the Existing Organizational Documents governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of the holders of our ArcLight ordinary shares who attend (in person or by proxy) and vote at our general meeting which shall include the affirmative vote of a simple majority of the holders of our ArcLight Class B ordinary shares. ArcLight’s Sponsor and its permitted transferees, if any, who collectively beneficially owned 20% of our issued and outstanding ArcLight Class A ordinary shares, will participate in any vote to amend t the Existing Organizational Documents and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of the Existing Organizational Documents which govern our pre-Business Combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete the Business Combination with which you may not agree. Our shareholders may pursue remedies against us for any breach of the Existing Organizational Documents.

The Sponsor, executive officers and directors agreed, pursuant to agreements with us, that they will not propose any amendment to the Existing Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of our ArcLight Class A ordinary shares the right to have their shares redeemed in connection with an initial business combination or to redeem 100% of our ArcLight Class A ordinary shares if we do not complete our initial business combination within 24 months (unless such date is extended in accordance with the Existing Organizational Documents) from the closing of the IPO or (B) with respect to any other provision relation to the rights of holders of ArcLight Class A ordinary shares, unless we provide our Public Shareholders with the opportunity to redeem their ArcLight Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding Public Shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not

have the ability to pursue remedies against the Sponsor, executive officers and directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

We may amend the terms of the warrants in a manner that may be adverse to holders of ArcLight Public Warrants with the approval by the holders of at least 50% of the then outstanding ArcLight Public Warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of ArcLight Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without approval of each warrant affected.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in ArcLight’s IPO prospectus, or defective provision (ii) amending the provisions relating to cash dividends on ArcLight ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding ArcLight Public Warrants is required to make any change that adversely affects the interests of the registered holders of ArcLight Public Warrants. Accordingly, we may amend the terms of the ArcLight Public Warrants in a manner adverse to the holder if the holders of at least 50% of the then-outstanding ArcLight Public Warrants approve of such amendment and, solely with respect to any amendment to the terms of the ArcLight Private Placement Warrants or any provision of the warrant agreement with respect to the ArcLight Private Placement Warrants, 50% of the number of the then-outstanding ArcLight Private Placement Warrants. Although our ability to amend the terms of the ArcLight Public Warrants with the consent of at least 50% of the then outstanding ArcLight Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of ArcLight Class A ordinary shares or New OPAL Class A Common Stock, as applicable, purchasable upon exercise of a warrant.

Because of ArcLight’s limited resources and the significant competition for business combination opportunities, it may be more difficult for it to complete the initial business combination. If ArcLight is unable to complete the initial business combination, its Public Shareholders may receive only approximately $10.00 per share on their redemption of the ArcLight A ordinary shares, or less than such amount in certain circumstances based on the balance of ArcLight’s Trust Account (as of         ), and the ArcLight Warrants will expire worthless.

ArcLight encounters competition from other entities having a business objective similar to its own, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses it intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar technical, human and other resources to those of ArcLight, and its financial resources will be relatively limited when contrasted with those of many of these competitors. While ArcLight believes there are numerous target businesses it could potentially acquire with the net proceeds of its IPO and the sale of the ArcLight Private Placement Warrants, ArcLight’s ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because ArcLight is obligated to pay cash for the ArcLight Class A ordinary shares the Public Shareholders redeem in connection with the initial business combination, target companies will be aware that this may reduce the resources available to ArcLight for the initial business combination. This may place ArcLight at a competitive disadvantage in successfully negotiating an initial business combination. If it is unable to complete an initial business combination, the Public Shareholders may only receive $10.00 per share on the liquidation of its Trust Account, based on the balance of the Trust Account (as of         ), and the ArcLight Warrants will expire worthless.

There are material risks to unaffiliated investors presented by taking OPAL Fuels public through a merger rather than through an underwritten offering.

Unaffiliated investors are subject to certain material risks as a result of OPAL Fuels going public through a merger rather than through a traditional underwritten offering. These risks include the absence of operational diligence by an underwriter, the absence of financial diligence by an underwriter, the absence of comfort letters delivered by OPAL Fuels’ independent auditors to an underwriter and the absence of liability for any material misstatements or omissions in a registration statement.

Unlike a traditional underwritten initial public offering of the OPAL Fuels securities, the initial listing of New OPAL’s securities as a result of the Business Combination will not benefit from the following:

•        the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities;

•        underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing; and

•        underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered or for statements made by its securities analysts or other personnel.

The lack of such a process in connection with the listing of New OPAL’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for New OPAL’s securities during the period immediately following the listing than in connection with an underwritten initial public offering.

While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus/information statement. Accordingly, unaffiliated investors in OPAL Fuels will not receive the benefit of the protections that would be present in a traditional underwritten offering.

We are subject to and New OPAL will be subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both ArcLight’s costs and the risk of noncompliance and will increase both New OPAL’s costs and the risk of non-compliance.

We are and New OPAL will be subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and New OPAL’s efforts to comply likely will result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to New OPAL’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We may redeem unexpired ArcLight Public Warrants prior to their exercise at a time that is disadvantageous to holders of Arclight Public Warrants, thereby making such warrants worthless.

We have the ability to redeem outstanding ArcLight Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last sale price of our ArcLight Class A ordinary shares or New OPAL Class A Common Stock, as applicable, equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the

like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the ArcLight Class A ordinary shares or New OPAL Class A Common Stock, as applicable, issuable upon exercise of the warrants is effective and a current proxy statement/prospectus relating to those ArcLight Class A ordinary shares or New OPAL Class A Common Stock, as applicable, is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants.

In addition, we have the ability to redeem the outstanding ArcLight Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our ArcLight Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of ArcLight Class A ordinary shares determined based on the redemption date and the fair market value of our ArcLight Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ArcLight ordinary shares received is capped at 0.361 ArcLight Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

None of the ArcLight Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

The ArcLight Warrants may have an adverse effect on the market price of our Class A Common Stock.

We issued ArcLight Public Warrants to purchase 6,223,261 of our ArcLight Class A ordinary shares as part of the units offered in the IPO and, simultaneously with the closing of the IPO, we issued in a private placement an aggregate of 9,223,261 ArcLight Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share. Subsequently, we issued and sold an additional 3,616,305 units pursuant to the underwriter’s partial exercise of the over-allotment option at a price of $10.00 per unit. Upon the Domestication, the ArcLight Warrants will entitle the holders to purchase shares of New OPAL Class A Common Stock at an exercise price of $11.50 per share. The ArcLight Warrants, when exercised, will increase the number of issued and outstanding New OPAL Class A Common Stock and reduce the value of the New OPAL Class A Common Stock.

We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our New OPAL Common Stock less attractive to investors.

For so long as we remain an “emerging growth company,” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements. If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we could be subject to regulatory scrutiny

and a loss of confidence by stockholders, which could harm our business and adversely affect the market price of the New OPAL Common Stock. We will cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700.0 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of ArcLight becoming a public company).

As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information we provide to our stockholders may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our New OPAL Common Stock less attractive as a result, which may result in a less active trading market for our New OPAL Common Stock and higher volatility in our stock price.

OPAL Fuels’ current majority stockholder is expected, following the Business Combination, to have control over all stockholder decisions of New OPAL because it will control a substantial majority of New OPAL’s voting power through “high vote” voting stock. Such majority stockholder, and the persons controlling such majority stockholder, including Fortistar and Mr. Mark Comora, the Chairman of the Board of OPAL Fuels and expected Chairman of the Board of New OPAL following consummation of the Business Combination, may have potential conflicts of interest in connection with existing or proposed business relationships and decisions impacting the Combined Company and, even in situations where it does not have a conflict of interest, its interests in such matters may be different than the other stockholders.

The dual-class structure of our common stock will have the effect of concentrating voting control with Mr. Mark Comora who, through his control of OPAL HoldCo and Hillman, will hold in the aggregate a substantial majority of the voting power of our capital stock following the completion of the Business Combination on most issues of corporate governance. Upon completion of the Business Combination, Mr. Mark Comora will own 144,436,350 shares of New OPAL, compromising 72.6% of New OPAL shares, assuming no redemptions, and 84.8% of New OPAL shares, assuming maximum redemptions. All of Mr. Mark Comora’s shares are New OPAL Class D Common Stock, which have no economic rights but are entitled to five votes per share, giving Mark Comora 93.0% of the voting power of New OPAL assuming no redemptions and 96.6% of the voting power of New OPAL assuming maximum redemptions. OPAL HoldCo and Hillman are controlled, indirectly, by Mr. Mark Comora through entities affiliated with Mr. Comora other than OPAL Fuels and its subsidiaries, including Fortistar and certain of its other affiliates. Mr. Mark Comora is the Chairman of the Board of OPAL Fuels (and is expected to serve as Chairman of the Board of New OPAL following the Business Combination).

Each share of New OPAL Class A Common Stock, which will consist of the Public Shares following the Business Combination and into which the Public Warrants are exercisable following the Business Combination, and each outstanding share of New OPAL Class B Common Stock will be entitled to one vote. Each share of New OPAL Class C Common Stock, of which no shares are expected to be outstanding immediately following the Business Combination, and each share of New OPAL Class D Common Stock, will be entitled to five votes per share. All the New OPAL Class D Common Stock will be held by OPAL HoldCo and Hillman immediately following the consummation of the Business Combination. Accordingly, following the consummation of the Business Combination, Mr. Mark Comora, through his control of OPAL HoldCo and Hillman, will hold in the aggregate a substantial majority of the voting power of our capital stock and will control a majority of the combined voting power of New OPAL Common Stock and therefore be able to control most matters submitted to New OPAL stockholders for approval. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments to our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. This may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of New OPAL’s stockholders. More specifically, Mr. Comora has the ability to control the management and major strategic investments and decisions of New OPAL as a result

of his ability to control the election or, in some cases, the replacement of the directors of New OPAL. In the event of the death of Mr. Comora, control of the shares of New OPAL Common Stock controlled by Mr. Comora will be transferred to the persons or entities that he had designated. In his position as Chairman of the Board of New OPAL, Mr. Comora will owe a fiduciary duty to the stockholders of New OPAL and must act in good faith in a manner he reasonably believes to be in the best interests of the New OPAL stockholders. As a beneficial owner of capital stock of New OPAL, even as a controlling stockholder, Mr. Comora is entitled to vote the shares he controls, in his own interests, which may not always be in the interests of the stockholders of New OPAL generally.

Future transfers by holders of New OPAL Class C Common Stock and New OPAL Class D Common Stock will generally result in those shares converting to New OPAL Class A Common Stock and New OPAL Class B Common Stock, respectively, unless in each case made to a Qualified Stockholder. The conversion of New OPAL Class D Common Stock to New OPAL Class B Common Stock and the conversion of New OPAL Class C Common Stock to New OPAL Class A Common Stock, as the case may be, means that no third party stockholders can leverage the high vote to offset the voting power held by the OPAL HoldCo and Hillman.

In addition, Fortistar and certain of its affiliates other than OPAL Fuels and its subsidiaries, which are controlled by Mr. Mark Comora (who also controls OPAL HoldCo and Hillman), manages numerous investment vehicles and separately managed accounts. Fortistar and these affiliates may compete with us for acquisition and other business opportunities, which may present conflicts of interest for these persons. If these entities or persons decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Fortistar and these affiliates may be suitable both for New OPAL and for current or future investment vehicles managed by Fortistar and these affiliates and may be directed to such investment vehicles rather than to New OPAL. Neither Fortistar nor members of our management team who are also management at Fortistar and these affiliates, including Mr. Mark Comora and Mr. Nadeem Nisar, who serve on the board of OPAL Fuels currently and who are expected to serve on the board of New OPAL following consummation of the Business Combination, have any obligation to present us with any opportunity for a potential business opportunity of which they become aware, unless, in the case of any such member of our management team, such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of New OPAL and such opportunity is one New OPAL is legally and contractually permitted to undertake and would otherwise be reasonable for New OPAL to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Fortistar and/or members of the New OPAL management team, such as Mr. Comora or Mr. Nisar in their capacities as management of Fortistar or in their other endeavors, may be required to present potential business opportunities to the related entities described above, current or future affiliates of Fortistar, or third parties, before they present such opportunities to us. The personal and financial interests of such persons described above may be in conflict with the interests of New OPAL and influence their motivation in identifying and selecting business opportunities for New OPAL, their support or lack thereof for pursuing such business opportunities and the operation of New OPAL following the Business Combination.

The existence of a family relationship between Mr. Mark Comora, who is expected to become Chairman of the Board of New OPAL upon consummation of the Business Combination, and Mr. Adam Comora, who is expected to become Co-Chief Executive Officer of New OPAL following consummation of the Business Combination, may result in a conflict of interest on the part of such persons between what he, in his capacity as Chairman or Co-Chief Executive Officer, respectively, may believe is in the best interests of New OPAL and its shareholders in connection with a decision to be made by New OPAL through its board, standing committees thereof, and management and what he may believe is best for himself or his family members in connection with the same decision.

Mr. Mark Comora and Mr. Adam Comora are father and son. In his position as Chairman of the Board of New OPAL, Mr. Mark Comora will owe a fiduciary duty to the stockholders of New OPAL and must act in good faith in a manner he reasonably believes to be in the best interests of the New OPAL stockholders. And in his position as Co-Chief Executive Officer of New OPAL, Mr. Adam Comora will owe a fiduciary duty to the stockholders of New OPAL and must act in good faith in a manner he reasonably believes to be in the best interests of the New OPAL stockholders. Nevertheless, the existence of this family relationship may result in a conflict of interest on the part of such persons between what he may believe is in the best interests of New OPAL and its shareholders and

what he may believe is best for himself or his family members in connection with a business opportunity or other matter to be decided by New OPAL through its board, standing committees thereof, and management. Moreover, even if such family relationship does not create an actual conflict, the perception of a conflict in the press or the financial or business community generally could create negative publicity or other reaction with respect to the business opportunity or other matters to be decided by New OPAL through its board, standing committees thereof, and management, which could adversely affect the business generated and the relationships of OPAL Fuels with its existing customers and other counterparties, impact the behavior of third party participants or other persons in the proposed business opportunity or other matter to be decided, otherwise negatively impact the business prospects of OPAL Fuels related to such matter, or negatively impact the trading market for New OPAL securities.

New OPAL’s only material assets following consummation of the Business Combination will be its direct interests in OPAL Fuels, and New OPAL is accordingly dependent upon distributions from OPAL Fuels to pay dividends and taxes and other expenses.

New OPAL is a holding company and, following the Business Combination, will have no material assets other than its ownership of Class A Units in OPAL Fuels. New OPAL therefore has no independent means of generating revenue. New OPAL intends to cause its subsidiaries (including OPAL Fuels) to make distributions in an amount sufficient to cover all applicable taxes and other expenses payable and dividends, if any, declared by it. The agreements governing the Combined Company’s debt facilities impose, and agreements governing the Combined Company’s future debt facilities are expected to impose, certain restrictions on distributions by such subsidiaries to New OPAL, and may limit its ability to pay cash dividends. The terms of any credit agreements or other borrowing arrangements that the Combined Company may enter into in the future may impose similar restrictions. To the extent that New OPAL needs funds, and any of its direct or indirect subsidiaries is restricted from making such distributions under these debt agreements or applicable law or regulation, or is otherwise unable to provide such funds, it could materially adversely affect the Combined Company’s liquidity and financial condition.

If New OPAL were deemed an “investment company” under the Investment Company Act as a result of its ownership of OPAL Fuels, applicable restrictions could make it impractical for it to continue its business as contemplated and could have a material adverse effect on its business.

A person may be deemed to be an “investment company” for purposes of the Investment Company Act if it owns investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items), absent an applicable exemption. New OPAL has no material assets other than its interests in OPAL Fuels. As managing member of OPAL Fuels, New OPAL generally has control over all of the affairs and decision making of OPAL Fuels. On the basis of New OPAL’s control over OPAL Fuels, New OPAL believes that the direct interest of New OPAL in OPAL Fuels is not an “investment security” within the meaning of the Investment Company Act. If New OPAL were to cease participation in the management of OPAL Fuels, however, its interest in OPAL Fuels could be deemed an “investment security,” which could result in New OPAL being required to register as an investment company under the Investment Company Act and becoming subject to the registration and other requirements of the Investment Company Act.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options and impose certain governance requirements. The Combined Company intends to conduct its operations so that New OPAL will not be deemed to be an investment company under the Investment Company Act. However, if anything were to happen which would require New OPAL to register as an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on its capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for the Combined Company to continue its business as currently conducted, impair the agreements and arrangements between and among New OPAL, OPAL Fuels, members of their respective management teams and related entities or any combination thereof and materially adversely affect Combined Company’s business, financial condition and results of operations.

It is anticipated that, following the Business Combination, New OPAL will be a controlled company, and thus will not be subject to all of the corporate governance rules of NASDAQ. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Following the Business Combination, we expect that New OPAL will be considered a “controlled company” under the rules of NASDAQ. Controlled companies are exempt from the NASDAQ corporate governance rules requiring that listed companies have (i) a majority of the board of directors consist of “independent” directors under the listing standards of NASDAQ, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the NASDAQ requirements and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of NASDAQ. Following the Business Combination, we expect that the Board of New OPAL will be comprised of seven directors, only three of whom (i.e., less than a majority) will qualify as independent directors; and we otherwise expect to take advantage of the other exemptions described above for so long as we are a controlled company. If we use some or all of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

The dual-class structure of New OPAL’s Common Stock following the Business Combination may adversely affect the trading market for the shares of New OPAL Class A Common Stock.

We cannot predict whether our dual class structure, which affords the shares of New OPAL Class A Common Stock and New OPAL Class B Common Stock one vote per share while affording the shares of New OPAL Class C Common Stock and Class D Common Stock with five votes per share, combined with the concentrated voting control of New OPAL by OPAL HoldCo due to its ownership of shares of New OPAL Class D Common Stock, will result in a lower or more volatile market price of the shares of New OPAL Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. Under any such announced policies or future policies, our dual class capital structure could make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. It is unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may depress valuations as compared to similar companies that are included. As a result, the market price of shares of New OPAL Class A Common Stock could be adversely affected.

There can be no assurance that following the consummation of the Business Combination New OPAL will be able to comply with the continued listing standards of NASDAQ.

In connection with the Business Combination, we intend to list the Public Shares and Public Warrants of the New OPAL on Nasdaq under the symbols “OPL” and “OPL.WS,” respectively. The New OPAL’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, Nasdaq delists the New OPAL’s securities from trading on its exchange for failure to meet the listing standards, the Combined Company and its stockholders could face significant negative consequences including:

•        limited availability of market quotations for New OPAL’s securities;

•        a determination that the New OPAL Class A Common Stock is a “penny stock” which will require brokers trading in the New OPAL Class A Common Stock to adhere to more stringent rules;

•        possible reduction in the level of trading activity in the secondary trading market for shares of the New OPAL Class A Common Stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Because there are no current plans to pay cash dividends on shares of New OPAL Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of New OPAL Common Stock for a price greater than that which you paid for it.

The Combined Company intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of New OPAL Common Stock will be at the sole discretion of the New OPAL Board, who may take into account general and economic conditions, the Combined Company’s financial condition and results of operations, the Combined Company’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by the Combined Company to its stockholders or by its subsidiaries to it and such other factors as the Combined Company board of directors may deem relevant. In addition, the Combined Company’s ability to pay dividends is limited by covenants of any indebtedness it incurs. As a result, you may not receive any return on an investment in the shares of New OPAL Common Stock unless you sell your shares of New OPAL Common Stock for a price greater than that which you paid for it.

Anti-takeover provisions expected to be contained in the Proposed Organizational Documents following the Business Combination could delay or prevent a change of control.

Certain provisions of the Proposed Organizational Documents may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder of New OPAL might consider is in its best interest, including those attempts that might result in a premium over the market price for the shares of New OPAL Common Stock.

These provisions, among other things:

•        authorize the New OPAL Board to issue new series of preferred stock without stockholder approval and create, subject to applicable law, a series of preferred stock with preferential rights to dividends or our assets upon liquidation, or with superior voting rights to the existing shares of New OPAL Common Stock;

•        eliminate the ability of stockholders to call special meetings of stockholders;

•        eliminate the ability of stockholders to fill vacancies on the New OPAL Board;

•        establish advance notice requirements for nominations for election to the New OPAL Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings;

•        permit the New OPAL Board to establish the number of directors;

•        provide that the New OPAL Board is expressly authorized to make, alter or repeal the Proposed Bylaws; and

•        limit the jurisdictions in which certain stockholder litigation may be brought.

These anti-takeover provisions, together with the control of the voting power of New OPAL by OPAL Holdco, could make it more difficult for a third -party to acquire the Combined Company, even if the third party’s offer may be considered beneficial by many of the New OPAL’s stockholders. As a result, the New OPAL’s stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause the Combined Company to take other corporate actions you desire. See “Description of New OPAL’s Capital Stock — Anti-Takeover Effects of Provisions of Delaware Law and the Proposed Organizational Documents.”

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits that New OPAL realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that New OPAL determines, and the IRS or another tax authority may challenge all or a part of the existing tax basis, tax basis increases, or other tax attributes subject to the Tax Receivable Agreement, and a court could sustain such challenge. The parties to the Tax Receivable Agreement will not reimburse New OPAL for any payments previously made if such tax basis is, or other tax benefits are, subsequently disallowed, except that any excess payments made to a party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess.

If New OPAL experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, any plan of liquidation and other forms of business combinations or changes of control) or the Tax Receivable Agreement terminates early (at our election or as a result of a breach, including a breach for New OPAL failing to make timely payments under the Tax Receivable Agreement for more than three months, except in the case of certain liquidity exceptions), New OPAL could be required to make a substantial, immediate lump-sum payment based on the present value of hypothetical future payments that could be required under the Tax Receivable Agreement. The calculation of the hypothetical future payments would be made using certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any OPAL Common Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers over a certain time period. Our ability to generate net taxable income is subject to substantial uncertainty. Accordingly, as a result of the assumptions, the required lump-sum payment may be significantly in advance of, and could materially exceed, the realized future tax benefits to which the payment relates.

As a result of either an early termination or a change of control, New OPAL could be required to make payments under the Tax Receivable Agreement that exceed our actual cash tax savings. Consequently, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, assuming no material changes in the relevant tax law, we expect that if we experienced a change of control or the Tax Receivable Agreement were terminated immediately after the closing of the Business Combination, the estimated TRA lump-sum payment would range from approximately $359.0 million to approximately $384.0 million depending on OPAL Fuels’ rate of recovery of the tax basis increases associated with the deemed exchange of the OPAL Common Units (other than those held by us). This estimated TRA lump-sum payment is calculated using a discount rate equal to 2.06%, applied against an undiscounted liability of approximately $431.0 million. If the TRA Participants were to exchange all of their OPAL Common Units, New OPAL would recognize a deferred tax asset of approximately $508.0 million and a related liability for payments under the Tax Receivable Agreement of approximately $431.0 million, assuming (i) that the TRA Participants redeemed or exchanged all of their OPAL Common Units on the closing date; (ii) a price of $10.00 per share; (iii) a constant combined effective income tax rate of 26.47%; (iv) New OPAL will have sufficient taxable income in each year to realize the tax benefits that are subject to the Tax Receivable Agreement; and (v) no material changes in tax law. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of the shares of Class A Common Stock at the time of the exchange, and the tax rates then in effect. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

It is more likely than not that the deferred tax assets will not be realized in accordance with ASC Topic 740, ‘Income Taxes’ (“ASC 740”). As such, ArcLight has reduced the full carrying amount of the deferred tax assets with a valuation allowance under both scenarios. Management will continue to monitor and consider the available evidence from quarter to quarter, and year to year, to determine if more or less valuation allowance is required at that time.

Finally, because New OPAL is a holding company with no operations of its own, its ability to make payments under the Tax Receivable Agreement depends on the ability of OPAL Fuels to make distributions to it. To the extent that New OPAL is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact New OPAL’s results of operations and could also affect its liquidity in periods in which such payments are made.

Risks Related to the Consummation of the Domestication

The Domestication may result in adverse tax consequences for holders of Public Shares and ArcLight Public Warrants.

U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) may be subject to U.S. federal income tax as a result of the Domestication. Additionally, non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) may become subject to withholding tax on any dividends paid or deemed paid on shares of New OPAL Common Stock after the Domestication.

As discussed more fully under “Material U.S. Federal Income Tax Considerations,” the Domestication should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to the facts and circumstances relating to ArcLight, this result is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If the Domestication fails to qualify as a reorganization under Section 368(a)(1)(F) of the Code, subject to the PFIC rules described in further detail below, a U.S. Holder generally would recognize gain or loss with respect to its Public Shares or ArcLight Public Warrants in an amount equal to the difference, if any, between the fair market value of the corresponding shares of New OPAL Common Stock or New OPAL Public Warrants received in the Domestication and the U.S. Holder’s adjusted tax basis in its Public Shares and ArcLight Public Warrants surrendered in exchange therefor.

In the case of a transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders will be subject to Section 367(b) of the Code and, as a result: a U.S. Holder that on the day of the Domestication beneficially owns (actually and constructively) Public Shares with a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of ArcLight’s earnings in income in respect of the Domestication; a U.S. Holder that on the day of the Domestication beneficially owns (actually and constructively) Public Shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% or more of the total value of all classes of our stock, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its Public Shares for shares of New OPAL Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to the Public Shares held directly by such U.S. Holder; and a U.S. Holder that on the day of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to the Public Shares held directly by such U.S. Holder; however, any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

Notwithstanding the foregoing, if ArcLight qualifies as a PFIC, a U.S. Holder of Public Shares or ArcLight Public Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Public Shares or ArcLight Public Warrants for New OPAL Common Stock or New OPAL Public Warrants pursuant to the Domestication under PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New OPAL Common Stock or New OPAL Public Warrants received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding Public Shares or ArcLight Public Warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

All holders are urged to consult their tax advisor for the tax consequences of the Domestication to their particular situation.    For a more detailed description of the U.S. federal income tax consequences associated with the Domestication, see “Material U.S. Federal Income Tax Considerations.”

Upon consummation of the Business Combination, the rights of holders of New OPAL Common Stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of ArcLight Class A ordinary shares arising under Cayman Islands law as well as the Existing Organizational Documents.

Upon consummation of the Business Combination, the rights of holders of New OPAL Common Stock will arise under the Proposed Organizational Documents well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in the Existing Organizational Documents and Cayman Islands law and, therefore, some rights of holders of New OPAL Common Stock could differ from the rights that holders of ArcLight Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that New OPAL becomes involved in costly litigation, which could have a material adverse effect on New OPAL.

In addition, there are differences between the Proposed Organizational Documents of New OPAL and the current constitutional documents of ArcLight. For a more detailed description of the rights of holders of New OPAL Common Stock and how they may differ from the rights of holders of ArcLight Class A ordinary shares, please see “The Domestication Proposal — Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Charter and the Proposed Bylaws of New OPAL are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus, and we urge you to read them.

We may have been a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors.

Because ArcLight is a blank check company with no current active operating business, we believe that it is likely that ArcLight is classified as a PFIC for U.S. federal income tax purposes. If we have been a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of ArcLight ordinary shares or ArcLight Warrants that is a U.S. holder (as that term is defined in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements, including as a result of the Domestication. Our PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request, ArcLight will endeavor to provide to a U.S. holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to ArcLight Public Warrants in all cases. The PFIC rules are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors regarding the application and effect of the PFIC rules, including as a result of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax consequences of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations.”

Risks Related to the Redemption

ArcLight does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for ArcLight to consummate an initial business combination with which a substantial majority of ArcLight’s shareholders do not agree.

The Existing Organizational Documents do not provide a specified maximum redemption threshold, except that ArcLight will not redeem Public Shares in an amount that would cause ArcLight’s net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Investment (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). In addition, the Business Combination Agreement does not provide a maximum redemption threshold, instead the Business

Combination Agreement provides that to the extent the amount of cash available from the Trust Account, after giving effect to the exercise of redemption rights, plus the amount raised from the issuance of PIPE Securities, is insufficient to pay the cash consideration contemplated by the Business Combination Agreement, the New OPAL Equityholders may receive a greater number of equity interests in New OPAL and OPAL Common Units.

As a result, ArcLight may be able to complete the Business Combination even though a substantial portion of Public Shareholders have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Sponsor, directors or officers or their Affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by ArcLight or the persons described above have been entered into with any such investor or Public Shareholder. ArcLight will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Shareholder Proposals to be put to the Special Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

We can give no assurance as to the price at which a shareholder may be able to sell its New OPAL Class A Common Stock in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a shareholder of New OPAL might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the New OPAL Class A Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. See “Questions and Answers About the Business Combination and the Special Meeting — How do redemptions affect the value of my New OPAL Common Stock?” Furthermore, all ArcLight Public Warrants will remain outstanding after consummation of the merger even if all shares of ArcLight Class A ordinary shares are redeemed by Public Shareholders. Based on the average of the high and low trading prices of the ArcLight Public Warrants on Nasdaq on May 5, 2022, the ArcLight Public Warrants had an aggregate value of $10,423,962. However, there can be no assurance that the trading price of the ArcLight Public Warrants or the shares issuable upon exercise of the ArcLight Public Warrants will increase due to redemptions of the ArcLight Class A ordinary shares. A shareholder should consult the shareholder’s own financial advisor for assistance on how this may affect his, her or its individual situation.

If a shareholder fails to receive notice of ArcLight’s offer to redeem ArcLight’s Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation that we furnish to holders of our ArcLight Class A ordinary shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem or tender ArcLight Class A ordinary shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. Please see the section entitled “The Special Meeting of ArcLight — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such group, all of the members of such group in the aggregate) will lose the ability to redeem such shares in excess of 15% of the Public Shares.

A Public Shareholder, together with any of his, her or its Affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public

Shares. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, ArcLight will require each Public Shareholder seeking to exercise redemption rights to certify to ArcLight whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to ArcLight at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which ArcLight makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over ArcLight’s ability to consummate the Business Combination and you could suffer a material loss on your investment in ArcLight if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if ArcLight consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the Public Shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. ArcLight cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge ArcLight’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, ArcLight’s shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares may not allow us to complete the most desirable business combination or optimize the capital structure of New OPAL.

At the time of entering into the Business Combination Agreement, we did not know how many Public Shareholders may exercise their redemption rights, and therefore, we needed to structure the transaction based on our expectations as to the number of Public Shares that will be submitted for redemption. The consummation of the Business Combination is conditioned upon, among other things, (i) the approval of the Condition Precedent Proposals being obtained; and (ii) the Minimum Cash Proceeds. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

The securities in which ArcLight invests the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per ArcLight Class A ordinary share.

The proceeds held in the Trust Account are invested in direct U.S. Treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the U.S. In the event that ArcLight is unable to complete the Business Combination, another initial business combination or make certain amendments to the Existing Organizational Documents, ArcLight’s Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case ArcLight is unable to complete the Business Combination, $100,000 of interest). Very low or negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per ArcLight Class A ordinary share.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders may be less than $10.00 per share (which was the offering price in our IPO).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we have and will continue to seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business

dissolution expenses), pro rata to our Public Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of Public Shareholders from the Trust Account shall be affected automatically by function of the Existing Organizational Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with Cayman Islands law. In that case, investors may be forced to wait beyond March 25, 2023 (unless such date is extended in accordance with the Existing Organizational Documents), before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our Existing Organizational Documents, and only then in cases where investors have sought to redeem their Public Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we do not complete our initial business combination and do not amend our Existing Organizational Documents. Our Existing Organizational Documents provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

If the net proceeds of our IPO not being held in the Trust Account are insufficient to allow us to operate through March 25, 2023, and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our Public Shareholders may only receive $10.00 per share, and our Warrants will expire worthless.

As of December 31, 2021, we had cash of approximately $812,000 held outside the Trust Account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of December 31, 2021, we had total current liabilities of approximately $113,000. The funds available to us outside of the Trust Account may not be sufficient to allow us to operate until March 25, 2023, assuming that our initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from Sponsor, members of our management team or other third parties to operate or may be forced to liquidate. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our Public Shareholders may only receive approximately $10.00 per share on our redemption of the Public Shares and the ArcLight Public Warrants will expire worthless.

Because ArcLight is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Because ArcLight is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. Federal courts may be limited prior to the Domestication. ArcLight is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the U.S. upon ArcLight’s directors or officers, or enforce judgments obtained in the U.S. courts against ArcLight’s directors or officers.

INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION

ArcLight Clean Transition Corp. II

ArcLight is a blank check company incorporated as a Cayman Islands exempted company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Immediately prior to the consummation of the Business Combination, ArcLight Clean Transition Corp. II intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the DGCL, pursuant to which ArcLight’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For more information regarding ArcLight, see the section entitled “Information About ArcLight” beginning on page 214.

OPAL Fuels LLC

OPAL is a renewable energy company specializing in the capture and conversion of biogas for the (i) production of RNG for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of Renewable Power for sale to utilities, (iii) generation and sale of Environmental Attributes associated with RNG and Renewable Power, and (iv) sales of RNG as pipeline quality natural gas. OPAL also designs, develops, constructs, operates and services Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. The Biogas Conversion Projects currently use landfill gas and dairy manure as the source of the biogas. In addition, OPAL has recently begun implementing design, development, and construction services for hydrogen fueling stations, and OPAL is pursuing opportunities to diversify its sources of biogas to other waste streams.

OPAL HoldCo LLC

OPAL HoldCo is a Delaware limited liability company controlled, indirectly, by Mr. Mark Comora through entities affiliated with Mr. Comora, including Fortistar and certain of its subsidiaries. Mr. Comora is the Chairman of the Board of OPAL Fuels and is expected to be Chairman of the Board of New OPAL following consummation of the Business Combination. Mr. Comora is also the Founder and President of, and sole member in, 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. The only significant asset of OPAL HoldCo prior to consummation of the Business Combination is its equity ownership in OPAL Fuels. OPAL HoldCo will be a principal stockholder and, because of the dual class nature of the New OPAL Common Stock, will control a majority of the voting power of New OPAL immediately following consummation of the Business Combination. See “Beneficial Ownership”.

THE BUSINESS COMBINATION AGREEMENT

This section describes the material provisions of the Business Combination Agreement and certain additional agreements entered into or to be entered into at Closing pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and each of the Related Agreements. Shareholders and other interested parties are urged to read the Business Combination Agreement and such Related Agreements in their entirety.

The Background of the Business Combination Agreement

ArcLight is a blank check company incorporated on January 13, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. In conducting a targeted search for a business combination target, as described in greater detail below, ArcLight utilized the global network and investing, industry, sector and transaction experience of Sponsor, ArcLight’s management and the ArcLight Board. The terms of the Business Combination Agreement and the related ancillary documents are the result of extensive negotiations among ArcLight, OPAL Fuels and their respective owners, representatives and advisors.

On January 20, 2021, prior to the closing of ArcLight’s IPO, ArcLight issued 7,187,500 founder shares to Sponsor in exchange for a capital contribution of $25,000. On February 2, 2021, Sponsor transferred 35,000 founder shares to each of Arno Harris, Ja-Chin Audrey Lee, Brian Goncher and Steven Berkenfeld, ArcLight’s independent director nominees. On March 22, 2021, ArcLight effected a share capitalization resulting in an aggregate of 7,906,250 founder shares issued and outstanding. Up to 1,031,250 Founder Shares were subject to forfeiture by the Sponsor, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the IPO. The underwriters partially exercised their over-allotment option on March 25, 2021, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result, Sponsor irrevocably surrendered to ArcLight for cancellation and for nil consideration 127,174 Founder Shares, which were forfeited by the Sponsor upon the expiration of the over-allotment option.

On March 25, 2021, ArcLight completed its IPO of 31,116,305 units at a price of $10.00 per unit (including a partial exercise of the overallotment option), generating gross proceeds of approximately $311.2 million before underwriting discounts and expenses. Each unit consisted of one Class A ordinary share and one-fifth of one ArcLight Public Warrant. Each whole ArcLight Public Warrant entitles the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments. Simultaneous with the closing of its IPO, ArcLight completed the private placement of 9,223,261 ArcLight Private Placement Warrants at a price of $1.00 per ArcLight Private Placement Warrant to Sponsor. Of the proceeds received from the consummation of the IPO, the private placement purchases by the Sponsor and the sale of the units pursuant to the underwriters’ over-allotment option, an aggregate of $311,163,050 was deposited in the Trust Account.

Except for a portion of the interest earned on the funds held in the Trust Account that may be released to ArcLight to pay income taxes, none of the funds held in the Trust Account will be released until the earlier of the completion of its initial business combination or its failure to effect a business combination within the allotted time.

ArcLight did not select any business combination target in advance of its IPO and did not, nor did anyone on its behalf, initiate any substantive discussions, directly or indirectly, with any business combination target in advance of its IPO. After its IPO, ArcLight considered over 100 potential targets, including both privately held companies and assets or divisions owned by publicly traded companies. Of those potential targets, ArcLight entered into non-disclosure agreements with 36 entities. ArcLight primarily focused its search on businesses that, in ArcLight’s view, are best in class within the clean energy industry and the broader energy transition space. ArcLight prioritized companies that seek to target large addressable markets with long-term growth potential and whose products and technologies appear to have low risk of obsolescence. ArcLight also focused on companies that it believes could serve as platforms for both organic and acquisitive growth and were led by an experienced management team with a proven track record and complementary capabilities. ArcLight focused primarily on

companies with a reported equity value between $750,000,000 and $2,000,000,000 but did evaluate companies outside of that range as well. Additional criteria ArcLight considered for potential target companies are described in its prospectus related to its IPO.

Throughout this process, ArcLight leveraged the investing, industry and transaction experience of Sponsor, ArcLight’s management and members of the ArcLight Board to screen, prioritize and diligence potential acquisition candidates. Additionally, following the IPO, ArcLight’s management team met with the ArcLight Board on regularly scheduled conference calls every other week to discuss the current list of, and the status of evaluations and negotiations with, potential business combination targets. A number of the potential targets that ArcLight evaluated did not, in ArcLight’s opinion, meet enough of the criteria it sought in its initial business combination partner. Of the 36 companies with whom it entered into non-disclosure agreements, ArcLight ultimately focused its resources and efforts on eight potential targets (including OPAL Fuels) that ArcLight believed, based on the preliminary evaluation and the experience of its officers and directors, were most suitable for a business combination.

Between March 2021 and May 2021, ArcLight entered into non-disclosure agreements with the eight potential business combination targets, including entering into a non-disclosure agreement with OPAL Fuels on May 24, 2021, for purposes of performing additional due diligence and further evaluating and analyzing these companies as potential business combination targets. These eight potential targets were businesses that operate in the clean energy industry, including solar equipment manufacturers, residential solar installers, distributed energy resources developers, distributed energy management, electric vehicle charging and renewable natural gas production and distribution, with equity values ranging from approximately $420,000,000 and $1,650,000,000 based on preliminary due diligence and financial analysis conducted by ArcLight, with the assistance of Sponsor.

Between March and August 9, 2021, ArcLight, with the assistance of Sponsor, engaged in varying levels of further due diligence, evaluation, analysis and discussions with these eight potential business combination targets. This additional due diligence, evaluation and analysis included review of additional materials in online data rooms, participation in additional presentations and discussions with these potential business combination targets’ management teams, review and analysis of market research in the relevant industries, review and analysis of certain financial and operating information of the potential business combination targets and evaluation of other financial metrics and analyses to better understand various entry and exit valuations and potential growth opportunities of each potential business combination target.

Based on the additional due diligence, evaluation and analysis and the anticipated transaction timeline of these eight potential targets, ArcLight further focused its resources and efforts on four potential targets, including OPAL Fuels, which ArcLight’s management and the ArcLight Board believed were most suitable for a potential business combination due to the strength of the following factors relative to other potential targets: maturity as post-revenue companies with auditable historical operations, differentiated competitive positioning and demonstrated unit economics, strong growth opportunities, public-company readiness, knowledgeable and experienced management teams and support from current equityholders. In addition to OPAL Fuels, the other potential targets included a solar equipment manufacturing company (“Company A”), a residential solar installation company (“Company B”) and a distributed energy management company (“Company C”). Sponsor continued to assist the ArcLight management team and the ArcLight Board as they further explored a potential business combination with each of these four potential targets, including OPAL Fuels. This further exploration included additional business and financial due diligence, market research, analysis and evaluation of the extent to which each of these potential targets satisfied ArcLight’s investment criteria and submission of initial letters of intent.

ArcLight’s evaluation of and discussions with Company A extended from late March 2021 to August 9, 2021. Although ArcLight was impressed with Company A’s technology, product quality and commercial traction, ArcLight ultimately determined, after considering execution risks in balance with other factors, that its business and financial due diligence could not support the value Company A indicated that it was expecting in a potential transaction. Accordingly, after further discussion among management, Sponsor and the ArcLight Board, ArcLight concluded that Company A did not represent a sufficiently attractive business combination target relative to other opportunities and focused its resources and attention on other potential business combination targets.

ArcLight began exploring the potential for a business combination with Company B in late April 2021 and continued its analysis and evaluation of Company B through the first half of July 2021. Company B had a history of fast and profitable reported growth, a business of scale and owners that were amenable to transact at an attractive

valuation. However, ArcLight did have concerns regarding the public company readiness of Company B relative to other potential business combination targets. Ultimately, following discussions with the ArcLight Board and Sponsor, ArcLight decided not to pursue a business combination with Company B as a result of this concern and, instead, focused its resources on other potential business combination opportunities.

In parallel with its evaluation of Company B, ArcLight also evaluated Company C beginning in late April 2021 through June 2021. ArcLight, with the help of Sponsor, held multiple meetings with Company C’s management and conducted thorough diligence of the company’s product pipeline, revenue-generating technologies, acquisition pipeline and corporate and tax structure. Although ArcLight was impressed with Company C’s management, fast and effective execution of its business plan and commercial traction, ArcLight was not aligned with certain of the assumptions built in to Company C’s financial modeling, resulting in a level of disagreement between ArcLight and management of Company C. After further discussions and negotiations, Company C informed ArcLight that it was pursuing a transaction with another interested acquiror and, as a result of agreeing to exclusivity, would not continue discussions regarding a potential business combination with ArcLight.

On August 9, 2021, the date on which ArcLight and OPAL Fuels reached agreement on a letter of intent (as described below), ArcLight ceased discussions with the other potential business combination targets. ArcLight ultimately determined to cease pursuing its other opportunities in favor of pursuing a business combination with OPAL Fuels because of, among other things: (a) OPAL Fuels’ willingness to enter into the letter of intent discussed below on terms that ArcLight’s directors and officers believed were attractive; (b) ArcLight’s directors’ and officers’ belief, based on their preliminary evaluation and the terms of the letter of intent, that OPAL Fuels was the most attractive potential business combination target, given the key criteria ArcLight prioritized in potential business combination targets; (c) the level of engagement by, and advanced negotiations and discussions with, OPAL Fuels, as compared to the other potential business combination targets; and (d) OPAL Fuels’ preparedness and willingness to devote appropriate resources to expeditiously sign a definitive agreement and consummate a business combination and, thereafter, become a public company, as compared to other potential business combination targets.

Negotiations with OPAL Fuels

The following is a brief description of the background of the negotiations between ArcLight and OPAL Fuels and summarizes the key meetings and events that led to the signing of the Business Combination Agreement. The following chronology does not purport to catalogue every conversation among the parties to the Business Combination Agreement or their representatives.

Beginning in May 2021, OPAL Fuels, through its financial advisors, began outreach to a limited number of special purpose acquisition companies (“SPACs”), including ArcLight, to solicit interest in participating in a process of evaluating a potential business combination with OPAL Fuels. As part of that process, ArcLight was initially introduced to OPAL Fuels on May 13, 2021, when a representative of BofA Securities Inc. (“BofA”), contacted John F. Erhard, the Chief Executive Officer, President and Director of ArcLight, and Marco F. Gatti, the Chief Financial Officer of ArcLight, by email to inform Messrs. Erhard and Gatti that BofA was representing a renewable natural gas company and was interested in scheduling an introductory call with the ArcLight team to discuss the possibility of a business combination. On May 19, 2021, Messrs. Erhard and Gatti spoke with a representative of BofA and a representative of Credit Suisse Securities (USA) LLC (“CS”), via telephone about OPAL Fuels and scheduled a management presentation.

On May 24, 2021, ArcLight and OPAL Fuels entered into a mutual non-disclosure agreement to facilitate ArcLight’s review of OPAL Fuels’ confidential information. Following delivery of such agreement, Mr. Adam Comora and Mr. Jonathan Maurer, OPAL Fuels’ Co-Chief Executive Officers and Ms. Ann Anthony, OPAL Fuels’ CFO, held a virtual management presentation, attended by Messrs. Gatti and Erhard and other members of the ArcLight and Sponsor teams. During the month of May and into June, OPAL Fuels entered into similar mutual non-disclosure agreements (“NDAs”) with several other SPACs.

OPAL Fuels began to share, and ArcLight began to evaluate, information regarding OPAL Fuels’ business and prospects. In parallel, at OPAL Fuels’ direction, representatives of BofA provided to those SPACs that had entered into NDAs with OPAL Fuels a presentation, including an overview of the contemplated process, a list of questions that potential bidders should address and a form letter of intent for potential bidders to comment on and submit as part of their initial proposals. Key items requested of each bidder by representatives of BofA were: (i) an initial valuation of OPAL Fuels (including comparable companies and fully distributed valuation), (ii) a proposed transaction structure (including capital structure/sources and uses, governance expectations, indicative PIPE sizing and potential modification

of sponsor economics), (iii) a detailed marketing plan for the PIPE Financing and (iv) a list of top potential PIPE investors as well as details related to the bidder’s current investor base. This process ultimately led to OPAL Fuels receiving proposed letters of intent from a select group of SPACs, in addition to ArcLight. OPAL Fuels engaged in discussions and negotiations with these SPACs regarding the terms of a potential business combination in parallel with its discussions and negotiations with ArcLight, with such discussions and negotiations with these other SPACs ending upon OPAL Fuels’ signing of a letter of intent with ArcLight on August 9, 2021, as further described below.

On June 3, 2021, ArcLight had a follow-up call with representatives of BofA, during which Messrs. Erhard and Gatti and BofA indicated mutual interest in exploring the potential for a business combination between ArcLight and OPAL Fuels and scheduled a second management call. On June 8, 2021, OPAL Fuels’ management and members of Fortistar, including Adam Comora, Jonathan Maurer, Ann Anthony, Nadeem Nisar and Duncan Bourgoin held a second management call focused principally on a more detailed description of OPAL Fuels’ dispensing and monetization operations and facilities, which Messrs. Erhard and Gatti attended on behalf of ArcLight.

On June 11, 2021, OPAL Fuels’ management and members of Fortistar, including Ann Anthony, Nadeem Nisar and Duncan Bourgoin, held a virtual meeting with the ArcLight team to discuss the OPAL Fuels’ financials and the dynamics of the industry within which it operates. Messrs. Erhard, Gatti, Laurence Molke, Carl Stjernfeldt, Alex Busch and Brian Goncher, among others, participated in the meeting on behalf of ArcLight.

On May 17, 2021, OPAL Fuels provided ArcLight with access to an online data room for purposes of conducting business and financial due diligence with respect to OPAL Fuels. Thereafter, ArcLight, with the assistance of Sponsor, conducted additional business and financial due diligence, including with respect to OPAL Fuels’ financial modeling, industry dynamics, competitive positioning, growth trajectory and historical performance.

On July 8, 2021, ArcLight met in person with OPAL Fuels in New York City for a management presentation that was followed by a dinner attended by members of ArcLight’s and OPAL Fuels’ management teams, including Messers. Erhard, Gatti, Nisar, A. Comora, Anthony and Maurer.

Following the in-person meeting on July 8, 2021, ArcLight continued to advance its diligence review and valuation of OPAL Fuels and to provide updates to the ArcLight Board on its regularly scheduled update calls. Between July 8, 2021 and July 19, 2021, Messrs. Erhard and Gatti, along with other representatives of ArcLight, held multiple telephonic and videoconference meetings with representatives of OPAL Fuels (often including Messrs. A. Comora, Maurer, and Anthony), Fortistar, Citigroup Global Markets Inc. (“Citi”), Barclays Capital Inc. (“Barclays”), BofA and CS to advance business, operational and financial due diligence and discuss OPAL Fuels’ business, growth opportunities and the high-level framework for a potential business combination among the parties. During this same time period, ArcLight also consulted with Kirkland & Ellis LLP (“K&E”), counsel to ArcLight, to discuss terms of an LOI and initiate legal due diligence. ArcLight continued to review information available in the online data room, asked follow-up questions of and received written responses from, OPAL Fuels’ management.

On July 19, 2021, ArcLight provided a draft, non-binding letter of intent to OPAL Fuels, setting forth proposed terms for a potential business combination.

Between July 18, 2021 and August 9, 2021, representatives of ArcLight and K&E, on the one hand, and representatives of OPAL Fuels and Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), counsel to OPAL Fuels, on the other hand, engaged in numerous communications and conversations and exchanged multiple drafts of the letter of intent. In these communications, the ArcLight team was typically represented by Messrs. Erhard and Gatti, and the OPAL Fuels team was typically represented by Messrs. Nisar and Bourgoin. The business issues negotiated among the parties in the non-binding term sheet included, among others: (a) the enterprise value of $1,750,000,000 for OPAL Fuels; (b) the structure of a potential business combination (which the parties agreed would, subject to confirmatory due diligence, be an “Up-C” structure); (c) that the existing OPAL Fuels Board would determine the post-closing New OPAL Fuels Board composition, which would include one individual designated by Sponsor; (d) a 180-day post-Closing lock-up period applicable to OPAL Fuels’ existing equityholders and Sponsor; and (e) the key closing conditions, including one-way conditions in favor of OPAL Fuels that the balance in the Trust Account (after giving effect to redemptions), together with the proceeds of the PIPE offering, total at least $225.0 million and that ArcLight’s transaction expenses total no more than $30.0 million, and a one-way condition in favor of ArcLight that OPAL Fuels would not have experienced a material adverse effect.

ArcLight and OPAL Fuels reached agreement on using an Up-C structure, capital needs for the post-closing company and desired size for the PIPE Financing relatively early in the process of negotiations. The most significant negotiations between ArcLight and OPAL Fuels, which Messrs. Erhard, Gatti, Miller, Nisar and Bourgoin

participated in, related to the valuation of the company, which was ultimately increased from ArcLight’s initial bid, (1) as ArcLight analyzed the business plan in greater detail and gained confidence in the assumptions built into the model, including OPAL Fuels’ execution of controlled projects, (2) to account for updated environmental commodities pricing information, and (3) to account for OPAL Fuels’ acquisition of Ares’ stake in the Beacon projects and Hillman interests in several projects. In addition to pricing, the conditions to closing were also a source of meaningful negotiations among the parties, but concessions were made by both ArcLight and OPAL Fuels to arrive at a holistic agreement that both saw as favorable, on the whole.

Following the signing of the letter of intent on August 9, 2021, K&E and Sheppard Mullin began preparing documentation for the business combination, and the ArcLight team worked closely with the OPAL Fuels team to complete a comprehensive confirmatory due diligence review of OPAL Fuels’ operations. As part of this diligence process, representatives of ArcLight (including Mr. Erhard, Katie Ardiff and Sebastian Neelamkavil), with the support of the Sponsor’s Capital Projects team (including Brian Martin and Josh Skudlarick), conducted site visits of the Imperial and Noble Road projects on August 30, 2021, the Pine Bend project on August 31, 2021, and the Sunoma project on September 1, 2021.

ArcLight’s confirmatory due diligence process also included a detailed review of existing commercial agreements for each of OPAL Fuels’ projects, and discussions with OPAL Fuels’ commercial management team, including Messrs. Maurer, Unger, and Falbo, and existing partners, to assess the partners’ feedback on various projects. The ArcLight and OPAL Fuels’ management teams also discussed OPAL Fuels’ current business model and future growth opportunities and strategy in extensive detail. At ArcLight’s direction, K&E also conducted an in-depth legal review of OPAL Fuels’ project-based commercial agreements, governance documents, debt instruments, material contracts, employment practices and related exposure, real property, intellectual property entitlements and regulatory, environmental and litigation matters.

To supplement its commercial diligence, ArcLight engaged TRC Environmental Corporation, an environmental consulting firm (“TRC”), to complete a desktop review of OPAL Fuels. TRC held several calls with the OPAL Fuels management and operations teams to conduct diligence, reviewed extensive desktop documentation and briefed the ArcLight team on its findings, culminating in a final written report, which was broadly supportive of OPAL Fuels’ business practices.

From the time the letter of intent was signed on August 9, 2021 through November 2021, ArcLight continued its financial diligence of OPAL Fuels and continued to refine the financial model to incorporate findings resulting from its ongoing diligence efforts.

On September 20, 2021, BofA and OPAL Fuels entered into a written consent for BofA to act as a placement agent for ArcLight in connection with the PIPE Financing, while also continuing its engagement as OPAL Fuels’ financial advisor for the contemplated business combination. On September 23, 2021, BofA and ArcLight entered into a similar written consent, acknowledging BofA’s existing engagement as OPAL Fuels’ financial advisor for the contemplated business combination and consenting to BofA’s simultaneous engagement by ArcLight as a placement agent in connection with the PIPE Financing.

On September 21, 2021, Messrs. Erhard and Gatti met in person with Messrs. Maurer and Anthony and representatives of Fortistar and Citi in New York City to collaborate on PIPE materials, including the investor presentation. Following the drafting session, attendees met that evening, and further discussed strategies for the PIPE Financing process, among other things.

On October 7, 2021, ArcLight formally engaged Citi as the lead placement agent, and each of Barclays, BofA and CS as placement agents, for the PIPE Financing. Later that day, the wall cross procedures were agreed among the various interested parties and their counsel, and Citi and Barclays began contacting potential PIPE Investors about participation in the PIPE Financing. Each potential PIPE Investor received a copy of OPAL Fuels’ investor presentation and financial model after being wall crossed.

Throughout early October 2021, representatives and advisors of ArcLight and OPAL Fuels exchanged numerous revised drafts of, and held various calls and meetings to discuss, the PIPE investor presentation and outstanding information requests related thereto.

Beginning in early October, representatives of Citi as the placement agent, held conversations with prospective investors with respect to the PIPE Financing to review OPAL Fuels’ business and address questions from potential

investors. ArcLight and OPAL Fuels came to agreement on the target size and terms of the equity financing and K&E, Sheppard Mullin and Winston & Strawn LLP (“Winston”), counsel to the placement agents, exchanged drafts of the form of Subscription Agreement to be entered into by PIPE Investors in connection with the PIPE Financing.

The first management call with PIPE Investors was hosted on October 12, 2021, with Messrs. A. Comora, Maurer, and Anthony participating on behalf of the OPAL Fuels management team, and Messrs. Erhard and Gatti participating on behalf of ArcLight. Following this initial management presentation, and through December 1, 2021, a number of potential PIPE Investors participated in discussions with representatives of ArcLight and OPAL Fuels to facilitate investment decisions.

On October 26, 2021, a draft of the form of Subscription Agreement was distributed to prospective PIPE Investors. Between October 26, 2021 and December 1, 2021, K&E, Sheppard Mullin and Winston collectively negotiated the terms and exchanged drafts of the Subscription Agreements with the PIPE Investors and their respective representatives and advisors, including with respect to the registration rights and indemnities set forth therein, and responded to follow-up questions and comments related thereto, including with respect to the closing process and the expected timeline for consummating the business combination. During this same time period, the prospective PIPE Investors conveyed to Citi their proposed subscription amounts, and ArcLight, OPAL Fuels and Citi determined final allocations with respect to the aggregate committed equity financing of $125.0 million.

On October 27, 2021, on behalf of ArcLight, K&E distributed the first draft of the Business Combination Agreement to Sheppard Mullin. Between October 27, 2021 and December 2, 2021, K&E, on the one hand, and Sheppard Mullin, on the other hand, exchanged numerous revised drafts of the Business Combination Agreement. Over the same period of time, K&E and Sheppard Mullin and other representatives and advisors for ArcLight and OPAL Fuels held numerous conference calls regarding certain terms and conditions of the Business Combination Agreement, including, among other things: (a) certain conditions to signing or closing, including the receipt by OPAL Fuels of a commitment by NextEra to invest up to $100.0 million in the preferred equity of OPAL Fuels; (b) the scope, duration and terms of the restrictive covenants that would be applicable to OPAL Fuels and New OPAL, respectively, following the Closing; (c) the governance structure of the New OPAL Board following the Closing of the business combination; (d) the size and terms of the Equity Incentive Plan Proposal; and (e) the various representations, warranties and covenants to be provided by each party under the Business Combination Agreement. Messrs. Erhard, Gatti and Miller, and Messrs. Nisar Bourgoin, Contino, Maurer and Coghlin actively participated in such negotiations on behalf of ArcLight and OPAL Fuels, respectively. For further information regarding the final resolution of these items and the Business Combination Agreement, more generally, please see the section of this proxy statement/prospectus entitled “— The Business Combination Agreement.”

On November 30, 2021, the draft Business Combination Agreement was posted to the virtual data room for potential PIPE Investors to review in connection with the evaluation of their participation in the PIPE Financing.

During the same time period, and in conjunction with the ongoing negotiation and revision of the Business Combination Agreement, K&E and Sheppard Mullin exchanged revised drafts of, and negotiated, the ancillary documents related to the Business Combination Agreement, including the Second A&R Company LLC Agreement and other post-closing governance documents, the Investor Rights Agreement, the Tax Receivable Agreement and the Sponsor Letter Agreement. Over the same period of time, K&E and Sheppard Mullin, along with other representatives and advisors of ArcLight and OPAL Fuels, engaged in numerous communications and conversations to discuss certain terms and conditions of the ancillary agreements. For further information related to the ancillary agreements, please see the section of this proxy statement/prospectus entitled “— Related Agreements.” On October 22, 2021, OPAL Fuels, as a guarantor, OPAL Fuels Intermediate HoldCo LLC (“Intermediate HoldCo”), a direct subsidiary of OPAL Fuels, as the borrower, and certain direct and indirect subsidiaries of Intermediate HoldCo, as guarantors, entered into that certain Delayed Draw Term Loan and Guaranty Agreement with Bank of America, N. A. as administrative agent and the lenders party thereto, pursuant to which such lenders agreed to provide a $125.0 million delay draw term loan facility to Intermediate HoldCo for the purpose of refinancing existing debt, funding working capital and financing certain specified acquisitions. This facility is secured by a first priority lien on the environmental credits generated by Intermediate HoldCo, OPAL Fuels and the other guarantors under applicable law regarding biogas resources, renewable natural gas, natural gas, state low carbon fuel standards, carbon offsets or carbon allowances, and certain other specified assets. This facility is subject to monthly payments of principal and interest commencing in March 2022 and will mature on April 22, 2025.

In addition to the aforementioned negotiations and discussions between ArcLight and OPAL Fuels, starting in early August 2021, OPAL Fuels commenced discussions with NextEra regarding certain financing and commercial arrangements that OPAL Fuels believed would be important factors in promoting the success of the Business Combination and of New OPAL following the Business Combination. Following OPAL Fuels’ and ArcLight’s signing of the letter of intent for the Business Combination on August 9, 2021, OPAL Fuels’ and NextEra’s discussions accelerated. Messrs. Nisar, Bourgoin began negotiating the terms of (1) a $100.0 million preferred equity investment by NextEra into OPAL Fuels and (2) a $25.0 million commitment by NextEra to invest in the PIPE Financing on behalf of the two parties. These discussions ultimately led to OPAL Fuels and NextEra entering into a letter of intent on September 29, 2021 with respect to the above proposed transactions. From late September until late November, OPAL Fuels and NextEra and their respective representatives and legal counsel worked to negotiate and finalize the definitive documents relating to NextEra’s preferred equity investment and its PIPE Financing commitment, with participation from ArcLight (including Messrs. Erhard and Gatti) and K&E in the negotiation of NextEra’s $25.0 million subscription in the PIPE Financing. On November 29, 2021, NextEra (through various subsidiaries) entered into definitive documents with respect to the foregoing transactions (with its PIPE Financing subscription accepted by ArcLight on December 2, 2021 concurrently with ArcLight’s acceptance of the other subscription agreements for the PIPE Financing).

In preparation for an ArcLight Board meeting to discuss developments in ArcLight’s contemplated business combination with OPAL Fuels, K&E provided a meeting agenda, a transaction summary, the investor presentation and diligence reports to the ArcLight Board during the day on November 30, 2021. The ArcLight Board met via videoconference with management and K&E the evening of November 30, 2021, with Messrs. Revers, Harris, Lee, Goncher, Berkenfeld, Erhard, Gatti and Miller in attendance. At the beginning of the meeting, ArcLight’s management presented the background of and strategic rationale for a business combination with OPAL Fuels, along with their perspective on OPAL Fuels’ business, prospects and valuation, to the ArcLight Board. K&E presented a summary of the currently proposed terms of the Business Combination Agreement and various ancillary agreements, and the nature of the directors’ fiduciary duties to ArcLight’s stockholders. The ArcLight Board asked questions of management and K&E and discussed the benefits and risks of the contemplated business combination to ArcLight’s stockholders. In concluding the conversation, the ArcLight Board agreed that the proposed transactions was in ArcLight’s and its stockholders’ best interests and encouraged management to progress discussions with OPAL Fuels and continue negotiating the transaction documents.

On December 1, 2021, the ArcLight Board received a meeting agenda, draft resolutions, an updated summary of the transaction structure and current drafts of all of the transaction documents, including the Business Combination Agreement, in anticipation of a meeting via videoconference that afternoon with management, K&E and Maples Group (“Maples”), Cayman Islands counsel to ArcLight. Messrs. Revers, Harris, Lee, Goncher, Berkenfeld, Erhard, Gatti and Miller attended and participated in the meeting. ArcLight’s management provided an update on the PIPE Financing, the outcome of final negotiations regarding the terms of the proposed combination and anticipated benefits of the transaction for ArcLight’s stockholders. Representatives of Maples provided a detailed summary of the ArcLight Board’s fiduciary duties under Cayman Islands law, and representatives of K&E reviewed the terms of the proposed definitive transaction documents. The ArcLight Board unanimously adopted resolutions by written consent (i) determining that it was in the best interests of ArcLight and its stockholders for ArcLight to enter into the Business Combination Agreement and consummate the transactions contemplated thereby, (ii) authorizing management to negotiate, execute and deliver the transaction documents and (iii) authorizing management to consummate the transactions contemplated by the Business Combination Agreement, among other things.

The ArcLight Board did not obtain a third-party valuation or fairness opinion in connection with its resolution to approve the Business Combination, but determined that ArcLight’s management, Sponsor and the members of the ArcLight Board had substantial experience in evaluating the operating, financial and business merits of companies similar to OPAL Fuels sufficient to make its own determination of the merits and fairness to ArcLight’s stockholders of a business combination with OPAL Fuels. ArcLight reviewed certain financial and operational information of the business and compared it to certain publicly traded and private RNG, hydrogen and biofuel companies, as well as precedent company transactions, selected based on the experience and the professional judgement of ArcLight’s management.

Before the market opened on December 2, 2021, the parties entered into the Business Combination Agreement and the related ancillary documents and the PIPE Investors executed and delivered the Subscription Agreements, which provided for binding subscriptions to purchase an aggregate of 12.5 million shares of New OPAL Common Stock at $10.00 per share. Later that same morning, ArcLight and OPAL Fuels issued a joint press release

announcing the execution and delivery of the Business Combination Agreement, and ArcLight filed a Current Report on Form 8-K, which included as exhibits (a) the joint press release, dated December 2, 2021, (b) an investor presentation providing information on OPAL Fuels’ business and a summary of certain key terms of the business combination, and (c) a transcript of a conference call with investors. ArcLight filed a second Current Report on Form 8-K on December 3, 2021, which included as exhibits the Business Combination Agreement and certain related ancillary documents.

The ArcLight Board’s Reasons for the Business Combination

ArcLight was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The ArcLight Board sought to do this by utilizing the networks and industry experience of both the Sponsor and the ArcLight Board and management to identify, acquire and operate one or more businesses. The members of the ArcLight Board and management have extensive transactional experience, particularly in the energy infrastructure industry.

As described under “— The Background of the Business Combination” above, the ArcLight Board, in evaluating the Business Combination, consulted with ArcLight’s management and legal advisors. In reaching its unanimous decision to approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, the ArcLight Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the ArcLight Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The ArcLight Board contemplated its decision in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the ArcLight Board’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “— Cautionary Statement Regarding Forward-Looking Statements.”

In approving the Business Combination, the ArcLight Board decided not to obtain a fairness opinion. The officers and directors of ArcLight have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the RNG industry, and concluded that their experience and background, together with the experience of their representatives, enabled them to make the necessary analyses and determinations regarding the Business Combination and its fairness to ArcLight’s stockholders.

The ArcLight Board conducted an in-depth project-by-project review of OPAL Fuels’ construction and advanced development projects. Over the course of this review and the ArcLight Board’s diligence process more generally, including its investigation of the broader renewable natural gas industry, the ArcLight Board and management team alike were impressed with the OPAL Fuels management team. The ArcLight Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following: OPAL Fuels’ demonstrable contributions toward global sustainability and decarbonization through greenhouse gas reduction, the experience of OPAL Fuels’ management team and its proven ability to execute strategic initiatives in the RNG market, the scale and growth potential of its RNG platform, the prudent financial management of the business, Fortistar’s commitment to the business as demonstrated by rolling 100% of their current equity position following the Business Combination, the established current margins of the business and future ability of OPAL Fuels’ management team to improve the economics of the business over time, and more generally the large and growing market for RNG in the transportation segment and, more broadly, across the energy complex. Additionally, the ArcLight Board took into consideration the following factors or made the following determinations, as applicable, among others:

•        Meets the acquisition criteria that ArcLight had established to evaluate prospective business combination targets.    The ArcLight Board determined that OPAL Fuels satisfies a number of the criteria and guidelines that ArcLight established at its IPO, including its active participation in the global transition to a sustainable transportation model through fossil fuel replacement, or has the potential to develop fundamentally sound financial performance and anticipated revenue and cash flow growth potential, its exposure to large addressable markets with long-term tailwinds, its differentiated assets and sustainable competitive advantages, its organic and acquisitive growth potential, its experienced management team, and leverage of ArcLight’s industry experience.

•        Historic successes of mature, vertically integrated renewable natural gas business and resulting strong competitive positioning.    Unlike many other RNG producers in the market, in addition to contractual entitlements to RNG supply, OPAL Fuels also has an established dispensing and monetization segment that connects supply with transportation customers pursuant to long-term contracts. This vertical integration affords OPAL Fuels benefits in the form of diversification and improved cash margins, and enables advantaged sourcing of additional business opportunities in both the capture and conversion segment and the dispensing and monetization segment. The ArcLight Board viewed OPAL Fuels’ prior success in managing integrated upstream and downstream businesses for more than 20 years as a supporting factor, especially because these businesses have already generated revenue. The ArcLight Board believes that OPAL Fuels has distinct competitive advantages as a result of vertical integration and that its management team will continue to be successful in its execution of current growth initiatives.

•        Attractive RNG market with substantial regulatory support.    The ArcLight Board evaluated the RNG market in which OPAL Fuels operates, and determined that it benefits from constructive supply and demand fundamentals together with well-established and growing regulatory support. Demand for RNG in the transportation fuel market is expected to grow meaningfully in coming years, spurred by attractive total cost of ownership and low CI by comparison to diesel, hydrogen and battery electric alternatives. Further, RNG pricing is supported by entrenched and growing federal and state credit markets, which OPAL Fuels is well-positioned to participate in, given its vertically integrated business model.

•        Experienced management team.    The ArcLight Board determined that OPAL Fuels has a proven and experienced team, whose development, construction and operating experience and industry relationships position the team to lead New OPAL successfully after the Business Combination. The executive team has over 100 years of combined experience in the RNG market and was largely responsible for the successful build out of OPAL Fuels’ platform over the last decade.

•        Strong commitment of existing OPAL Fuels equity holders.    All existing OPAL Fuels stockholders, including Fortistar, agreed to roll 100% of their ownership stakes, and Fortistar committed additional capital to the PIPE Financing. In addition, NextEra Energy, one of the largest publicly-traded energy companies in the United States, has agreed to make a substantial investment in OPAL Fuels in the form of a $100.0 million preferred equity commitment, and participated at a significant level in the PIPE Financing.

•        Valuation supported by financial analysis and due diligence.    The ArcLight Board determined that the valuation analysis conducted by ArcLight’s management team, based on its analysis of operational, financial and valuation data of comparable companies, trading levels of comparable companies, publicly disclosed information regarding comparable transactions and the materials and financial projections provided by OPAL Fuels, supported the equity valuation of OPAL Fuels. As part of this determination, ArcLight’s management, the ArcLight Board and legal counsel conducted a comprehensive due diligence examination of OPAL Fuels and discussed the financial, technical, operational and legal outlook of OPAL Fuels with OPAL Fuels’ management.

•        Multiple avenues to accelerate organic growth opportunities.    The ArcLight Board considered that OPAL Fuels benefits from multiple opportunities to drive accelerated and profitable organic growth, including four projects in operation, eight RNG projects under construction and eight identified as suitable for conversion from Renewable Power to RNG production OPAL Fuels is well positioned to expand its dispensing and monetization operations as it brings more RNG supply to market through growth in its capture and conversion segment. In addition, OPAL has initial agreements for the production and dispensing of hydrogen, which could form the basis for attractive organic growth opportunities as the hydrogen market develops. The ArcLight Board evaluated the execution risk for OPAL Fuels’ currently planned growth as low, in part, because it will be carried out by OPAL Fuels’ experienced and proven management team and benefits from collaboration with world-class partners.

•        Significant value creation and organic growth opportunities.    In addition to the organic growth opportunities described above, the ArcLight Board considered that OPAL Fuels would have the potential to add substantial value by acquiring additional projects and businesses that would be integrated and managed by the OPAL Fuels’ management team and benefit from OPAL Fuels’ longstanding partnerships and other strategic advantages. Additionally, OPAL Fuels’ customer base continues to expand within the transportation fuel sector, and can be expanded into the voluntary utility programs sector as well as into emerging end markets, such as net-zero LNG.

•        Strong uptake of OPAL Fuels’ products.    The ArcLight Board believes that OPAL Fuels is advancing its innovative project pipeline, including Biogas Conversion Projects at landfill and dairy farms, as evidenced by the eight RNG projects under construction and more than 16 RNG projects under development, and its Fueling Station projects, which advancement is evidenced by OPAL Fuels having served as the general contractor or supervised qualified third-party contractors and completed over 350 Fueling Station projects and servicing more than 5,000 trucks on a daily basis.

•        OPAL Fuels’ post-closing financial condition.    The ArcLight Board also considered factors such as OPAL Fuels’ outlook, financial plan and debt structure, taking into consideration the fact that, after consummation of the Business Combination, OPAL Fuels will have more than $600.0 million of cash on its balance sheet, (assuming no redemptions, full funding of the NextEra preferred equity financing and the term loan with BofA, estimated transaction expenses, projected pace of spending and timing of closing) which may be used strategically to fund growth or pay down debt.

The ArcLight Board also considered a variety of uncertainties, risks and other potentially negative factors relating to the Business Combination including, but not limited to, the following: redemptions, complexities related to the shareholder vote, litigation and threats of litigation and broader macro risks, including OPAL Fuels’ reliance on manufacturers of membrane, compressors and other equipment necessary to build RNG conversion and dispensing facilities, reliance on truck fleet operators to purchase vehicles that use RNG, continued support for EHS laws and regulatory regimes applicable to various constituents in the RNG industry, developments in tax and other governmental incentives applicable to the RNG industry, and price fluctuations in environmental commodities. Additionally, the ArcLight Board considered the following issues and risks, among others:

•        Risk that the benefits described above may not be achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

•        Risk of the liquidation of ArcLight.    The risks and costs to ArcLight if the Business Combination is not completed, including the risk of diverting management’s focus and resources from other business combination opportunities, which could result in ArcLight being unable to effect a business combination in the requisite time frame and force ArcLight to liquidate.

•        Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits ArcLight from soliciting other business combination proposals, which restricts ArcLight’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

•        Risks regarding the shareholder vote.    The risk that ArcLight’s shareholders may fail to provide the votes necessary to effect the Business Combination.

•        Limitations of review.    The ArcLight Board did not obtain an opinion from any independent investment banking or accounting firm that the consideration to be exchanged is fair to ArcLight, OPAL Fuels or their respective shareholders from a financial point of view. Accordingly, the ArcLight Board considered the possibility that ArcLight may not have properly valued OPAL Fuels.

•        Closing conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within ArcLight’s control, including approval by ArcLight stockholders and approval by Nasdaq of the supplemental listing application in connection with the Business Combination.

•        Fees and expenses.    The magnitude of fees and expenses associated with completing the Business Combination, and the corresponding condition to closing the Business Combination in favor of OPAL Fuels.

•        Public company readiness of OPAL Fuels’ management team.    The demands of transitioning from a private to a public company, and the limited experience of individual members of OPAL Fuels’ management team in navigating the requirements and complexities of operating as a public company.

•        Potential litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Potential impacts of COVID-19.    Uncertainties regarding the potential impacts of the COVID-19 virus and related economic and other disruptions to OPAL Fuels’ operations and demand for its products.

•        Other risk factors.    Various other risk factors associated with the respective businesses of ArcLight and OPAL Fuels.

In addition to considering the factors described above, the ArcLight Board also considered that some officers and directors of ArcLight might have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of ArcLight’s stockholders. ArcLight’s independent directors reviewed and considered these interests during the negotiation of the Business Combination, as well as in their evaluation and unanimous approval of, as members of the ArcLight Board, the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination.

The ArcLight Board concluded that the potential benefits that it expected ArcLight and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the ArcLight Board unanimously determined that the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, ArcLight and its stockholders.

Overview

We are asking our shareholders to adopt and approve the Business Combination Agreement, along with certain related agreements and the transactions contemplated thereby (including the Business Combination). ArcLight shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus, and the transactions contemplated thereby. Please see “— The Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding a shareholder vote concerning the adoption and approval of the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ArcLight ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Business Combination Agreement

This subsection of this proxy statement/prospectus describes certain material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified by the disclosure schedules (the “disclosure schedules”), which are not filed publicly. ArcLight does not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about ArcLight, OPAL Fuels or any other matter.

On December 2, 2021, ArcLight, OPAL HoldCo and OPAL Fuels entered into the Business Combination Agreement, which provides for, among other things, the following transactions:

(a)     Prior to the Closing, each issued and outstanding ArcLight Class B ordinary share will convert into one ArcLight Class A ordinary share;

(b)    On the Closing Date, following the ArcLight Share Conversion but prior to the Closing, ArcLight will, subject to the receipt of the requisite shareholder approval, transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation, upon which ArcLight will change its name to “OPAL Fuels Inc.” (as described in greater detail under the heading “— Effect of the Domestication on Existing ArcLight Equity in the Business Combination”);

(c)     At the Closing, the members of OPAL Fuels and OPAL Fuels will cause OPAL Fuels’ existing limited liability company agreement to be amended and restated to be in the form of the Second A&R LLC Agreement of OPAL Fuels attached as an exhibit to the Business Combination Agreement, to, among other things, admit New OPAL as the managing member of OPAL Fuels and to re-classify all of OPAL Fuels’ existing common units into a number of Class B Units of OPAL Fuels, calculated as a function of the pre-transaction equity value of OPAL Fuels in an amount equal to $1,501,870,000, minus all principal and accrued interest outstanding pursuant to the Ares Note, as of immediately after the Closing; and

(d)    At the Closing, substantially concurrently with the foregoing actions, ArcLight will (i) contribute to OPAL Fuels an amount equal to the sum of cash in the Trust Account as of immediately prior to the Closing (after giving effect to the ACT Share Redemptions from the Trust Account) plus the aggregate cash proceeds actually received in respect of the PIPE Investment and (ii) contribute to OPAL Fuels a number of shares of New OPAL Class D Common Stock (which it will in turn distribute to OPAL Holdco and Hillman) and a number of shares of New OPAL Class B Common Stock or, if so elected, a number of shares of New OPAL Class A Common Stock (which it will in turn distribute to Ares, provided that in lieu of receiving a combination of Class B Units of OPAL Fuels and New OPAL Class B Common Stock, if elected, Ares may receive a number of shares of New OPAL Class A Common Stock equal to the number of shares of New OPAL Class B Common Stock it otherwise would have received), collectively, in exchange for a number of Class A Units of OPAL Fuels equal to the number of shares of New OPAL Class A Common Stock then issued and outstanding (after giving effect to OPAL Fuels’ election to receive New OPAL Class A Common Stock in lieu of New OPAL Class B Common Stock, if any), which OPAL Fuels will issue to ArcLight.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, ArcLight entered into Subscription Agreements with each of the PIPE Investors, pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase on the Closing Date, and ArcLight has agreed to issue and sell to the PIPE Investors on the Closing Date, an aggregate of 12,500,000 shares of New OPAL Class A Common Stock for a purchase price of $10.00 per share and for an aggregate purchase price of $125,000,000, on the terms and subject to the conditions set forth in the Subscription Agreements. The New OPAL Class A Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ArcLight has granted the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. Additionally, if the Business Combination does not close prior to May 30, 2022, and other PIPE Investors do not execute amendments to their Subscription Agreements to extend their expiration dates, there would be approximately $14.2 million less available proceeds from the PIPE Investment at the consummation of the Business Combination. In the event that the Business Combination closes subsequent to July 29, 2022, and we are unable to secure additional extensions of the expiration date from any of the PIPE Investors, there would be $125.0 million less available proceeds from the PIPE Investment at the consummation of the Business Combination.

Following the completion of the Business Combination, as described above, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or Up-C) structure. This organizational structure will allow OPAL HoldCo, Hillman and, assuming no election pursuant to the BCA that Ares receive New OPAL Class A Common Stock, Ares to retain a direct equity ownership in OPAL Fuels, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of OPAL Common Units. Each of HoldCo, Hillman and, assuming no such election, Ares will also hold a number of shares of New OPAL Class B Common Stock or New OPAL Class D Common Stock, as applicable, equal to the number of OPAL Common Units it holds, which will have no economic value, but which will afford the holder one vote per share or five votes per share, as applicable, at any meeting of the shareholders of New OPAL. The Second A&R LLC Agreement, substantially in the form attached hereto as Annex H, will provide each holder of Class B Units (other than New OPAL) with the right to redeem all or a

portion of their Units (together with an equal number of shares of New OPAL Class B Common Stock or New OPAL Class D Common Stock, as the case may be) for cash, or, at New OPAL’s option, New OPAL Class A Common Stock, in each case subject to certain restrictions set forth therein. Those investors who held ArcLight Class A ordinary shares or ArcLight Class B ordinary shares prior to the Domestication will, by contrast, have their shares converted into shares of New OPAL Class A Common Stock. The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment. See the section entitled “Risk Factors — Risks Related to the Business Combination and ArcLight” for additional information on our organizational structure.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to Closing, including, among other things, the Subscription Agreements, the Sponsor Letter Agreement, the Investor Rights Agreement, the Second A&R LLC Agreement and the Tax Receivable Agreement. See “— Related Agreements” for more information.

Effect of the Domestication on Existing ArcLight Equity in the Business Combination

The Domestication will result in, among other things, the following, each of which will occur prior to the Closing on the Closing Date:

•        each issued and outstanding ArcLight Class B ordinary share will be converted into one ArcLight Class A ordinary share;

•        each issued and outstanding ArcLight Class A ordinary share will be converted, on a one-for-one basis, into New OPAL Class A Common Stock;

•        each outstanding ArcLight Warrant to purchase one ArcLight Class A ordinary share will become a warrant to purchase one share of New OPAL Class A Common Stock; and

•        the Existing Organizational Documents of ArcLight will become the certificate of incorporation and the bylaws as described in this proxy statement/prospectus and attached to the Business Combination Agreement and ArcLight’s name will change to “OPAL Fuels Inc.”

Consideration to OPAL Fuels Holders in the Business Combination

As further discussed above, the Class B Units held by OPAL HoldCo, Ares and Hillman as a result of the re-classification of OPAL Fuels’ existing limited liability company interests that is to occur at Closing are exchangeable, together with an equal number of shares of New OPAL Class B Common Stock or New OPAL Class D Common Stock, as applicable, for cash or, as elected pursuant to the BCA, shares of New OPAL Class A Common Stock, subject to certain adjustments and restrictions set forth in the Second A&R Company LLC Agreement.

In addition, (a) upon the occurrence of the First Earnout Triggering Event, New OPAL will issue the First Earnout Tranche to the Earnout Participants in accordance with the allocations set forth in the Business Combination Agreement and, (b) upon the occurrence of the Second Earnout Triggering Event, New OPAL will issue the Second Earnout Tranche to the Earnout Participants in accordance with the allocations set forth in the Business Combination Agreement.

Aggregate New OPAL Proceeds

The Aggregate Transaction Proceeds will be used for general corporate purposes after the Business Combination.

Closing of the Business Combination

The Closing of the transactions contemplated by the Business Combination Agreement will take place electronically by exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than on the third (3rd) business day following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions set forth in the Business Combination Agreement and described below under the section entitled “— Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as ArcLight and OPAL Fuels may agree in writing.

Conditions to Closing of the Business Combination

Conditions to the Obligations of the Parties

The obligations of the parties to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by all of the parties, of the following conditions:

•        all necessary clearances, authorizations and approvals from governmental entities will have been received and all applicable waiting periods will have expired or been terminated, as applicable;

•        no order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Business Combination Agreement will be in effect, and no law or regulation will have been adopted that makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibited;

•        this proxy statement/prospectus will have become effective in accordance with the provisions of the Securities Act, no stop order will have been issued by the SEC and will remain in effect with respect to this proxy statement/prospectus, and no proceeding seeking such a stop order will have been threatened or initiated by the SEC and remaining pending;

•        the approval of each Condition Precedent Proposal by the affirmative vote of the holders of the requisite number of ArcLight ordinary shares being obtained in accordance with ArcLight’s Existing Organizational Documents and applicable law;

•        ArcLight’s initial listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement will have been conditionally approved and, immediately following the Closing, ArcLight will, after giving effect to the ACT Share Redemptions, satisfy any applicable initial and continuing listing requirements of Nasdaq, and ArcLight will not have received any notice of non-compliance therewith that has not been cured prior to, or would not be cured at or immediately following, the Closing, and the shares of New OPAL Common Stock will have been approved for listing on Nasdaq;

•        after giving effect to the transactions contemplated by the Business Combination Agreement (including after giving effect to the PIPE Financing and after giving effect to the ACT Share Redemption), ArcLight will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; and

•        as of the Closing, each of the Ancillary Documents (as defined in the Business Combination Agreement) will be in full force and effect and will not have been rescinded by any of the parties thereto.

Other Conditions to the Obligations of ArcLight

The obligations of ArcLight to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by ArcLight of the following further conditions:

•        (a) the representations and warranties of OPAL Fuels regarding organization and qualification of OPAL Fuels and its subsidiaries, the authority and approvals of OPAL Fuels to, among other things, execute and deliver the Business Combination Agreement and each of the ancillary documents attached thereto to which it is or will be a party and to consummate the transactions contemplated thereby, the capitalization of OPAL Fuels and its subsidiaries, and brokers fees will be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” (as defined below) or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all material respects as of such earlier date), and (b) all other representations and warranties of OPAL Fuels set forth in the Business Combination Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Business Combination

Agreement) in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, would not cause a Company Material Adverse Effect;

•        OPAL Fuels will have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by OPAL Fuels under the Business Combination Agreement at or prior to the Closing;

•        since the date of the Business Combination Agreement, no Company Material Adverse Effect will have occurred that is continuing; and

•        at or prior to the Closing, OPAL Fuels will have delivered, or caused to be delivered, to ArcLight the following documents:

•        a certificate duly executed by an authorized officer of OPAL Fuels, dated as of the Closing Date, to the effect that the conditions set forth in the first three bullet points in this subsection entitled “Other Conditions to the Obligations of ArcLight” are satisfied, in a form and substance reasonably satisfactory to ArcLight; and

•        each of the Ancillary Documents (as defined in the Business Combination Agreement) required to be signed by OPAL Fuels, duly executed by OPAL Fuels.

Other Conditions to the Obligations of OPAL Fuels

The obligations of OPAL Fuels to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by OPAL Fuels of the following further conditions:

•        (a) the representations and warranties of ArcLight set forth in the Business Combination Agreement relating to capitalization will be true and correct (without giving effect to any limitation as to “materiality” or “ACT Material Adverse Effect” (as defined below) or any similar limitation set forth in the Business Combination Agreement) in all respects except for any de minimis inaccuracies as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date, (b) the representations and warranties of ArcLight regarding organization and qualification of ArcLight, the authority and approvals of ArcLight to, among other things, execute and deliver the Business Combination Agreement and each of the ancillary documents attached thereto which it is or will be a party and to consummate the transactions contemplated thereby, the capitalization of ArcLight and brokers’ fees will be true and correct (without giving effect to any limitation as to “materiality” or “ACT Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all material respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all material respects as of such earlier date), and (c) all other representations and warranties of ArcLight contained in the Business Combination Agreement will be true and correct (without giving effect to any limitation of “materiality” or “ACT Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty was made as of an earlier date, in which case such representation and warranty will have been true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an ACT Material Adverse Effect;

•        ArcLight will have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by ArcLight under the Business Combination Agreement at or prior to the Closing;

•        since the date of the Business Combination Agreement, no ACT Material Adverse Effect will have occurred that is continuing;

•        the Aggregate Transaction Proceeds will be equal to or greater than $225,000,000, and ArcLight will have made appropriate arrangements for the funds in the Trust Account to be released upon the Closing;

•        as of immediately following the Closing, the ArcLight Board will consist of the number of directors determined pursuant to the Business Combination Agreement;

•        the Sponsor and the other holders of ArcLight Class B ordinary shares will have complied in all material respects with their covenants and agreements required to be performed or complied with by them under the Sponsor Letter Agreement at or prior to the Closing;

•        the Domestication will have been consummated on the Closing Date prior to the Closing in accordance with the Business Combination Agreement and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation to the Domestication will have been delivered to OPAL Fuels;

•        the sum of all Unpaid ACT Expenses and all Unpaid ACT Liabilities will not exceed $30,000,000; and

•        at or prior to the Closing, ArcLight will have delivered, or caused to be delivered, to OPAL Fuels the following documents:

•        a certificate duly executed by an authorized officer of ArcLight, dated as of the Closing Date, to the effect that the conditions set forth in the first three bullet points of this subsection entitled “Other Conditions to the Obligations of OPAL Fuels” are satisfied, in a form and substance reasonably satisfactory to OPAL Fuels; and

•        each of the Ancillary Documents required to be signed by ArcLight, duly executed by ArcLight.

Representations and Warranties

Under the Business Combination Agreement, OPAL Fuels made customary representations and warranties to ArcLight relating to, among other things: organization and qualification; capitalization; authorization; financial statements, absence of undisclosed liabilities, consents and approvals; permits; material contracts; absence of certain changes; litigation; compliance with law; employee plans; environmental matters; intellectual property; labor matters; insurance; tax matters; brokers; real and personal property; transactions with affiliates; data privacy and security; compliance with international trade and anti-corruption laws; information supplied; and investigation.

Under the Business Combination Agreement, ArcLight made customary representations and warranties to OPAL Fuels relating to, among other things: organization and qualification; authorization; consent and approvals; brokers; information supplied; capitalization; SEC filings; absence of certain changes; investment company status; material contracts; the Trust Account; transactions with affiliates; litigation; compliance with law; business activities; internal controls and financial statements; absence of undisclosed liabilities; tax matters; investigation; employment matters; compliance with international trade and anti-corruption laws; change of control payments; the PIPE Financing; information supplied; and investigation.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties relating to OPAL Fuels and its subsidiaries (each, a “Group Company” and, collectively, the “Group Companies”) and ArcLight are qualified, in whole or in part, by materiality thresholds. In addition, certain representations and warranties relating to the Group Companies and ArcLight are qualified, in whole or in part, by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a “Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of OPAL Fuels to consummate the ACT Contribution (as defined in the Business Combination Agreement) or the other transactions contemplated by the Business Combination Agreement or the ancillary documents attached thereto to be consummated by OPAL Fuels on the Closing Date in connection therewith, in each case, in accordance with the terms of the Business Combination Agreement and the ancillary documents attached thereto; provided, however, that, in the case of clause (a), none of

the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of the Business Combination Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any country, (iv) changes in any applicable Laws, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which any Group Company operates, (vi) the execution or public announcement of the Business Combination Agreement or the pendency or consummation of the transactions contemplated by the Business Combination Agreement, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5(b) of the Business Combination Agreement to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by the Business Combination Agreement or the condition set forth in Section 6.2(a) of the Business Combination Agreement to the extent it relates to such representations and warranties), (vii) any failure by any Group Company to meet, or changes to, any internal or published budget, projection, forecast, estimate or prediction (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii)), or (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslide, wildfire, epidemic, pandemic (including COVID-19) or quarantine, act of God or other natural disaster or comparable event in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) or clause (viii) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has or has had a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

Pursuant to the Business Combination Agreement, an “ACT Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of ArcLight, taken as a whole, or (b) the ability of ArcLight to consummate the Domestication, contribute the Aggregate Transaction Proceeds to OPAL Fuels or the other transactions contemplated by the Business Combination Agreement or the ancillary documents attached thereto to be consummated by ArcLight on the Closing Date in connection therewith, in each case, in accordance with the terms of the Business Combination Agreement and the ancillary documents attached thereto; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether an ACT Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of the Business Combination Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social condition in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any country, (iv) changes in any applicable Law, (v) the execution or public announcement of the Business Combination Agreement or the pendency or consummation of the transactions contemplated by the Business Combination Agreement, including the impact thereof on the relationships, contractual or otherwise, of ArcLight with investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (v) shall not apply to the representations and warranties set forth in Section 4.3(b) of the Business Combination Agreement to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by the Business Combination Agreement or the condition set forth in Section 6.3(a) of the Business Combination Agreement to the extent it relates to such representations and warranties), (vi) any failure by ArcLight to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions

(although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (v) or clause (vii)), or (vii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslide, wildfire, epidemic, pandemic (including COVID-19) or quarantine, act of God or other natural disaster or comparable event in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (iv) or clause (vii) may be taken into account in determining whether an ACT Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has or has had a disproportionate adverse effect on ArcLight, taken as a whole, relative to other “SPACs.”

Covenants of the Parties

Covenants of OPAL Fuels

OPAL Fuels made certain covenants under the Business Combination Agreement, including, among others, those discussed under this subheading.

Subject to certain customary exceptions or as consented to in writing by ArcLight (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing or the termination of the Business Combination Agreement in accordance with its terms, OPAL Fuels will, and OPAL Fuels will cause its subsidiaries to, (i) operate the business of the Group Companies in the ordinary course in all material respects and (ii) use commercially reasonable efforts to (A) maintain and preserve intact in all material respects the business organization, assets and properties and material business relations of the Group Companies, (B) retain the current key officers of the Group Companies and (C) preserve the relationships with the key customers and key suppliers of the Group Companies. Further, subject to certain customary exceptions or as consented to in writing by ArcLight (such consent, other than in the case of the first, clause (A) of the second, the fifteenth, the twenty-second and the twenty-third (to the extent not related to any of the foregoing) sub-bullets below, not to be unreasonably withheld, conditioned or delayed), from and after the date of the Business Combination Agreement and until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, OPAL Fuels will, and OPAL Fuels will cause its subsidiaries to, not do any of the following:

•        declare, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase or redeem any outstanding, any equity securities of OPAL Fuels or its subsidiaries;

•        (A) merge, consolidate, combine or amalgamate with any person or (B) purchase or otherwise acquire any business entity or organization, other than any such transaction where the cash purchase price paid does not exceed $100,000,000 in the aggregate;

•        adopt any amendments, supplements, restatements or modifications to any governing documents of OPAL Fuels or its subsidiaries;

•        subject to certain exceptions, sell, transfer assign, sublease, license, sublicense, let lapse, let expire (except the expiration of intellectual property rights in accordance with its maximum statutory term) or otherwise dispose of any material assets or properties, disclose trade secrets, or subject any material assets to any lien (subject to certain exceptions), in each case, of OPAL Fuels or its subsidiaries;

•        transfer, issue, sell, grant, or otherwise dispose of or subject to a lien any equity interests of OPAL Fuels or its subsidiaries or issue any options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units, or other rights obligating OPAL Fuels or any of its subsidiaries to issue any equity interests other than those granted to any director, manager, officer, employee, individual independent contractor or service provider in the form of compensation or pursuant to any compensation agreement or arrangement;

•        incur, create or assume any indebtedness other than ordinary course trade payables, indebtedness for borrowed money which shall not exceed $100,000,000 in the aggregate, or guarantee any liability of any person;

•        subject to certain exceptions, amend or modify, in either case in a manner materially adverse to, or terminate certain material contracts or real property lease of, OPAL Fuels or its subsidiaries waive any material benefit or right under any such material contracts or enter into, amend or modify any contract or real property lease that would have been a material contract if entered into, amended or modified prior to the date of the Business Combination Agreement;

•        subject to certain exceptions, make any loans, advances or capital contributions to, guarantees for the benefit of or any investments in any person;

•        subject to certain exceptions, adopt or amend or modify any benefit plan or increase the compensation or benefits payable to any current or former director, manager, officer, employee, individual, independent contractor or service provider or take any action to accelerate any payment or benefit payable to any such person;

•        subject to certain exceptions, waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider;

•        subject to certain exceptions, hire or otherwise enter into any employment or service agreement or arrangement with any director, manager, officer, employee, individual independent contractor or other service provider of whose total annual compensation opportunity exceeds $400,000;

•        implement or announce any employee layoffs, plant closings, reductions in force or other actions that could implicate the Worker Adjustment Retraining and Notification Act of 1988 or similar laws;

•        enter into or negotiate any collective bargaining agreement or recognize or certify any labor union, works council other labor organization or group of employees as the representative of any employees;

•        make, change or revoke any material tax election other than any such extension or waiver obtained in the ordinary course of business, enter into any tax allocation, tax sharing or tax indemnity or similar agreements (subject to certain exceptions), settle or compromise any material tax claim or assessment, file any material amended tax return, adopt or change any method of tax accounting, change any tax accounting period, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment other than in the ordinary course of business;

•        enter into any settlements in excess of certain thresholds or that impose any material non-monetary obligations on OPAL Fuels or any of its subsidiaries;

•        subject to certain exceptions, authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction;

•        make any material changes to the methods of accounting, other than changes made in accordance with standard(s) of the Public Company Accounting Oversight Board;

•        enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement or the ancillary documents attached thereto;

•        subject to certain exceptions, make any material change of control payment or make any material payments with respect to an OPAL Fuels’ affiliated party arrangement;

•        sell, lease, exchange, encumber, license or dispose of all or any material portion of its interests in or to the RNG Assets (as defined in the Business Combination Agreement) other than any RNG Asset with a fair market value at or below certain thresholds, and the sale of renewable natural gas production produced from the RNG Assets in the ordinary course of business;

•        subject to certain exceptions, fail to maintain the real property in substantially the same condition as the date of the Business Combination Agreement;

•        amend, alter or modify in any material respect, or waive any material rights under the Ares Note or the NextEra Subscription Agreement; or

•        enter into any contract to take, announce or cause to be taken any of the above actions.

From the date of the Business Combination Agreement until the earlier of the Closing or termination of the Business Combination Agreement in accordance with its terms, OPAL Fuels shall not, and shall cause the other Group Companies and its and their respective officers and directors to not and shall use its reasonable best efforts to cause the other representatives of the Group Companies to not, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage, facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer

(written or oral) that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (as defined in the Business Combination Agreement); (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding (whether or not binding) regarding a Company Acquisition Proposal; (iv) make any filings or submissions to the SEC in connection with a public offering of any equity securities, or other securities, of any Group Company; or (v) otherwise cooperate in any way with, or assist or participate in any negotiations or discussions with, any person in connection with any Company Acquisition Proposal or a transaction of the type in clause (iv) (other than to inform such person of the existence of the Company’s obligations under Section 5.6 of the Business Combination Agreement).

As promptly as reasonably practicable following the date of the Business Combination Agreement, OPAL Fuels will deliver to ArcLight the audited consolidated balance sheets of OPAL Fuels as of December 31, 2019 and December 31, 2020 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of OPAL Fuels for the years then ended.

OPAL Fuels will use its reasonable best efforts to (i) enforce the obligations of NextEra under the NextEra Subscription Agreement and consummate the transactions contemplated by the NextEra Subscription Agreement on the terms and subject to the conditions set forth in the NextEra Subscription Agreement, (ii) satisfy all conditions set forth in the NextEra Subscription Agreement that are within its control and (iii) satisfy and comply with its obligations under the NextEra Subscription Agreement.

OPAL Fuels acknowledged and agreed that ArcLight established the Trust Account for the benefit of ArcLight’s Public Shareholders, and ArcLight may disburse monies from the Trust Account only in the express circumstances described in ArcLight’s IPO prospectus. Further, OPAL Fuels, on its own behalf and on behalf of its representatives, waived any past, present or future claim of any kind against the Trust Account and agreed not to seek recourse against the Trust Account for any reason whatsoever.

Covenants of ArcLight

ArcLight made certain covenants under the Business Combination Agreement, including, among others, those discussed under this subheading.

Subject to certain customary exceptions or as consented to in writing by OPAL Fuels, prior to the Closing or the termination of the Business Combination Agreement in accordance with its terms, ArcLight will not do any of the following (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first, second, third, fourth, fifth, ninth, and eleventh sub-bullets below):

•        adopt any amendments, supplements, restatements or modifications to the Trust Agreement or the Existing Organizational Documents;

•        create or form a subsidiary;

•        acquire (including by merger, consolidation, combination or amalgamation with), or make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any business entity;

•        declare, set aside, make or pay any dividends or distribution on, or payment in respect of, or repurchase, redeem or otherwise acquire any outstanding, equity securities of ArcLight or any subsidiary of ArcLight;

•        authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction;

•        split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

•        incur, create or assume any indebtedness or guarantee any liability of another person;

•        make any loans or advances to, or capital contributions in, any other person, other than to, or in, ArcLight;

•        issue any equity securities of ArcLight or grant any additional options, warrants or stock appreciation rights with respect to its equity securities;

•        subject to certain exceptions, enter into, renew, modify or revise any ArcLight related party transaction or make any material payment to any ArcLight related party;

•        engage in any activities or business, or incur any liabilities, outside the ordinary course of business (subject to certain exceptions);

•        enter into, amend or modify, in either case, in a manner materially adverse to ArcLight or terminate certain material contracts (subject to certain exceptions);

•        adopt or materially amend any material benefit plan, enter into any employment contract or collective bargaining agreement or hire any person as an employee of ArcLight;

•        make, change or revoke any material tax election other than any such extension or waiver obtained in the ordinary course of business, enter into any tax allocation, tax sharing or tax indemnity or similar agreements (subject to certain exceptions), settle or compromise any material tax claim or assessment, file any material amended tax return, adopt or change any method of tax accounting, change any tax accounting period, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment other than in the ordinary course of business;

•        make any material changes to its methods of accounting, other than changes made in accordance with standard(s) of the Public Company Accounting Oversight Board;

•        authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

•        enter into any contract providing for the payment of any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement;

•        subject to certain exceptions, make any material change of control payment; or

•        enter into any contract to take, announce or cause to be taken any of the above actions.

As promptly as practicable following the effectiveness of this registration statement of which this proxy statement/prospectus forms a part, ArcLight will (a) (i) duly call and give notice of and duly convene and hold the general meeting to approve the Condition Precedent Proposals and the Advisory Charter Proposal (ii) cause the registration statement of which this proxy statement/prospectus forms a part to be mailed to the ArcLight shareholders, use reasonable best efforts to solicit proxies from the Pre-Closing ACT Shareholders to vote in favor of the Condition Precedent Proposals and the Organizational Documents Proposal and (iii) provide ArcLight shareholders with the opportunity to elect to effect an ACT Share Redemption in accordance with the governing documents of ArcLight.

ArcLight will use its reasonable best efforts to cause (i) ArcLight’s initial listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement to be approved, (ii) to satisfy any of ArcLight’s applicable initial and continuing listing requirements and (iii) the shares of New OPAL Common Stock issuable in accordance with the Business Combination Agreement, including the Domestication, to be approved for listing on Nasdaq, subject to official notice of issuance thereof.

ArcLight will obtain, at or prior to the Closing, and ArcLight will maintain, or cause to be maintained, in effect for a period of six years following the Closing, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of ArcLight’s current officers and directors with respect to matters occurring on or prior to the Closing.

From the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, ArcLight agreed to not, and to cause its officers and directors to not, and Sponsor and its controlled affiliates to not, and to use its reasonable best efforts to cause its and their affiliates and the other representatives of ArcLight, Sponsor and its controlled affiliates to not, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage, knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to lead to, an ACT Acquisition Proposal (as defined in the Business Combination Agreement); (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, an ACT Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding (whether or not binding) regarding an ACT Acquisition Proposal; (iv) make any filings or submissions with the SEC in connection with a public offering of any equity securities, or other securities, of ArcLight, other than any such

filings or submissions in connection with the transactions contemplated by the Business Combination Agreement; or (v) otherwise cooperate in any way with, or assist or participate in any negotiations or discussions with, any person in connection any ACT Acquisition Proposal or a transaction of the type in clause (iv) (other than to inform such person of the existence of its obligations under Section 5.7 of the Business Combination Agreement).

ArcLight will use its reasonable best efforts to (i) obtain the PIPE Financing, enforce the obligations of the PIPE Investors under the Subscription Agreements, and consummate the purchases contemplated by the Subscription Agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the Subscription Agreements that are within its control, and (iii) satisfy and comply with its obligations under the Subscription Agreements. Subject to limited customary exceptions, ArcLight will not amend, modify, terminate or waive any provisions of any Subscription Agreement without the prior written consent of OPAL Fuels. ArcLight will also (A) promptly notify OPAL Fuels upon having knowledge of any material breach or default under, or termination of, any Subscription Agreement, (B) prior to delivering any written notice (or any other material notice) to a PIPE Investor with respect to any Subscription Agreement, deliver such notice to OPAL Fuels for its prior review and consent (which consent will not be unreasonably withheld, conditioned or delayed) and (B) promptly, and in any event, within two business days following OPAL Fuels’ reasonable request, deliver a Closing Notice (as defined in the Subscription Agreement) to the PIPE Investors if conditions to the delivery of such notice under the Subscription Agreement have been satisfied and all of the conditions to the Closing set forth in the Business Combination Agreement have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing, but that would, as of such date, reasonably be expected to be satisfied if the Closing were to occur).

ArcLight will take all such action as may be necessary or appropriate such that, effective as of the Closing, the New OPAL Board will consist of seven individuals, as described in greater detail under the heading “— Board of Directors.”

Mutual Covenants of the Parties

The parties to the Business Combination Agreement made certain covenants thereunder, including, among others, the following:

•        using reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by the Business Combination Agreement;

•        notifying the other in writing promptly after learning of any shareholder demands or other shareholder proceedings relating to the Business Combination Agreement, any ancillary document thereto or any matters relating thereto commenced and reasonably cooperate with each other in connection therewith, including not settling or compromising any such demand or proceeding without the consent of the other (not to be unreasonably withheld, conditioned or delayed);

•        acknowledging and agreeing to keep certain information confidential in accordance with the existing non-disclosure agreements among the parties and their affiliates;

•        subject to certain customary exceptions, providing each other reasonable access to their respective properties, directors, officers, books and records; and

•        cooperating in connection with the filing of relevant tax returns, and any audit or tax proceeding.

In addition, ArcLight and OPAL Fuels agreed that ArcLight and OPAL Fuels will prepare and mutually agree upon and ArcLight will file with the SEC, this proxy statement/prospectus on Form S-4 relating to the Business Combination.

Board of Directors

Effective as of the Closing, the current officers of OPAL Fuels will be the officers of New OPAL. Additionally, effective as of the Closing, the New OPAL Board will consist of seven individuals, of which (i) one will be designated by the Sponsor, subject to the approval of OPAL Fuels, who will qualify as an “independent director” under the listing rules of the Nasdaq and Rule 10A-3 of the Exchange Act, and (ii) six will be designated by OPAL Fuels; provided that two of OPAL Fuels’ designees will qualify as “independent directors” under the listing rules of the Nasdaq and Rule 10A-3 of the Exchange Act.

Survival of Representations, Warranties and Covenants

The representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Closing) in the Business Combination Agreement will terminate at the Closing, except for each covenant and agreement that, by its terms, expressly contemplates performance after the Closing, each of which will survive the Closing in accordance with its terms.

Termination

The Business Combination Agreement may be terminated, and the transactions contemplated by the Business Combination Agreement may be abandoned at any time prior to the Closing:

•        by the mutual written consent of ArcLight and OPAL Fuels;

•        by ArcLight, if any of the representations or warranties made by OPAL Fuels in the Business Combination Agreement are not true and correct or if OPAL Fuels fails to perform any of its covenants or agreements set forth in the Business Combination Agreement such that certain conditions to the obligations of ArcLight, as described in the section entitled “— Conditions to Closing of the Business Combination” above, could not be satisfied and the breach (or breaches) causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty days after written notice thereof is delivered to OPAL Fuels by ArcLight and (ii) 11:59 P.M. (pacific time) August 29, 2022 (the “Termination Date”); provided, however, that ArcLight is not then in breach of the Business Combination Agreement so as to prevent certain conditions to the obligations of OPAL Fuels from being satisfied;

•        by OPAL Fuels, if any of the representations or warranties made by ArcLight in the Business Combination Agreement are not true and correct or if ArcLight fails to perform any of its covenants or agreements set forth in the Business Combination Agreement such that certain conditions to the obligations of OPAL Fuels, as described in the section entitled “— Conditions to Closing of the Business Combination” above, could not be satisfied and the breach (or breaches) causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty days after written notice thereof is delivered to ArcLight by OPAL Fuels, and (ii) the Termination Date; provided, however, that OPAL Fuels is not then in breach of the Business Combination Agreement so as to prevent certain conditions to the obligations of ArcLight from being satisfied;

•        by either ArcLight or OPAL Fuels, subject to certain exceptions, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date;

•        by either ArcLight or OPAL Fuels, if:

•        any governmental entity of competent jurisdiction has issued an order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Business Combination Agreement and such order has become final and nonappealable, or if any law or regulation has been adopted that permanently makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibited; and

•        the approval of the Condition Precedent Proposals by ArcLight shareholders is not obtained at the extraordinary general meeting (including any adjournment thereof).

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except (i) in the case of a willful breach of any covenant or agreement under the Business Combination Agreement or fraud, and (ii) for customary obligations that survive the termination thereof (such as confidentiality obligations).

Expenses

The fees and expenses incurred in connection with the Business Combination Agreement and the ancillary documents thereto, and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses; provided that, (i) if

the Business Combination Agreement is terminated in accordance with its terms, OPAL Fuels will pay, or cause to be paid, all unpaid OPAL Fuels expenses and ArcLight will pay, or cause to be paid, all unpaid ArcLight expenses and (ii) if the Closing occurs, then, subject to the Sponsor Letter Agreement, ArcLight will pay, or cause to be paid, all unpaid OPAL Fuels expenses, all unpaid ArcLight expenses and all unpaid ArcLight liabilities. The transaction expenses related to the Business Combination includes $24.9 million in aggregate fees due to ArcLight’s and OPAL Fuels’ financial advisors for the transaction, including deferred underwriting commissions from ArcLight’s initial public offering. In the event that such advisors resign or withdraw from the transaction and waive their fees in whole or in part, the amount of cash remaining on the balance sheet at the consummation of the Business Combination would be increased by a commensurate amount.

Governing Law

The Business Combination Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Islands Companies Act (As Revised) also applies to the Domestication).

Amendments

The Business Combination Agreement may be amended or modified only by a written agreement executed and delivered by ArcLight and OPAL Fuels, provided that amendments to certain specified provisions will also require the written agreement of Sponsor following the Closing.

Ownership of New OPAL Immediately Following the Business Combination

As of the date of this proxy statement/prospectus, there are 38,895,381 ArcLight ordinary shares issued and outstanding, which includes an aggregate of 7,779,076 ArcLight Class B ordinary shares held by the Initial Shareholders, including 7,639,076 shares held by the Sponsor. 763,907 of the ArcLight Class B ordinary shares held by Sponsor will be subject to forfeiture if not vested by the Sponsor Earnout End Date pursuant to the Sponsor Letter Agreement. See “The Business Combination Agreement — Sponsor Letter Agreement” for more information. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 15,446,522 warrants to acquire ArcLight ordinary shares, comprised of 9,223,261 ArcLight Private Placement Warrants held by the Sponsor and 6,223,261 ArcLight Public Warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New OPAL Class A Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of ArcLight’s outstanding ArcLight Class A ordinary shares are redeemed in connection with the Business Combination), ArcLight’s fully diluted share capital would be 54,341,903 ArcLight ordinary shares.

Please refer to “Questions and Answers About the Business Combination and Special Meeting — Q: What Equity Stake Will Current ArcLight Equityholders and OPAL Fuels Common Equityholders Hold in New OPAL Immediately After the Consummation of the Business Combination?” for a tabular presentation showing varying ownership levels in New OPAL Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (i) 147,463,008 shares of New OPAL Common Stock are issued to the OPAL Fuels Common Equityholders at Closing, which would be the expected number of shares of New OPAL Common Stock issued to these holders if Closing were assumed to occur on May 31, 2022 with the Ares Note at that time consisting of an aggregate outstanding principal balance plus accrued interest equal to $27,239,922; (ii) 12,500,000 shares of New OPAL Common Stock are issued in the PIPE Financing; and (iii) no options or warrants to purchase New OPAL Common Stock outstanding as of the Closing Date have been exercised. Based on these assumptions, and (i) assuming that none of ArcLight’s outstanding public shares are redeemed in connection with the Business Combination, there would be approximately 198,858,389 shares of New OPAL Common Stock outstanding immediately following the consummation of the Business Combination and (ii) assuming Maximum Redemptions, there would be approximately 170,259,589 shares of New OPAL Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts differ from these assumptions, the ownership percentages in New OPAL will be different.

Related Agreements

This section describes the material terms of certain additional agreements entered into concurrently with, or to be entered into pursuant to, the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the form of Subscription Agreement, the form of Tax Receivable Agreement, the form of Investor Right Agreement, the form of Second A&R LLC Agreement and the Sponsor Letter Agreement, which are attached hereto as Annex E, Annex F, Annex G, Annex H and Annex J, respectively. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

PIPE Financing (Private Placement)

ArcLight entered into Subscription Agreements with certain investors, including, among others, an affiliate of ArcLight, as well as the other PIPE Investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and ArcLight agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 12,500,000 shares of New OPAL Class A Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $125,000,000 (the “PIPE Investment”). As part of the 12,500,000 shares of New OPAL Class A Common Stock to be issued pursuant to the Subscription Agreements, certain affiliates of ArcLight have agreed to subscribe for and purchase 2,000,000 shares of New OPAL Class A Common Stock, respectively, on the same terms and conditions of the other PIPE Investors at a price of $10.00 per share, for aggregate gross proceeds of $20,000,000. The New OPAL Class A Common Stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ArcLight has granted the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

The foregoing description of the Subscription Agreements is not complete and is qualified in its entirety by reference to the form of Subscription Agreement, which is filed as Exhibit 10.4 and attached as Annex E to this proxy statement/prospectus and is incorporated herein by reference.

The NextEra Subscription

In connection with entering into the Business Combination Agreement, OPAL Fuels entered into a Subscription Agreement with NextEra (the “NextEra Subscription Agreement”) pursuant to which NextEra has agreed to subscribe for up to an aggregate amount of 1,000,000 OPAL Fuels’ Series A Preferred Units at a price of $100.00 per unit. OPAL expects to draw down the full amount on NextEra’s $100.0 million subscription commitment prior to Closing and will issue to NextEra 1,000,000 Series A Preferred Units. The NextEra Subscription Agreement provides that OPAL Fuels’ may draw upon NextEra’s subscription in minimum tranches of at least $10.0 million on or before June 30, 2022.

The Series A Preferred Units provide that from and after the date of issuance of a Series A Preferred Unit, the record holder thereof (the “Holder”) shall be entitled to receive cash dividends on such Series A Preferred Unit at the rate of 8% per annum on the $100.00 original issue price (the “Series A Original Issue Price”) of the Series A Preferred Unit, which dividend shall be cumulative and accrue on a compounding basis and be payable on a quarterly basis following the issuance of such unit; provided, however, that in lieu of paying such dividend amount in cash on any one or more of the first eight scheduled dividend payment dates following the first date that any Series A Preferred Units are issued by OPAL Fuels, OPAL Fuels shall have the option to pay all such dividends that are then accrued on the outstanding Series A Preferred Units by issuing a number of additional Series A Preferred Units (or fraction thereof) to the Holder having a value equal to the accrued dividend amount (with each additional Series A Preferred Unit so issued valued at the Series A Original Issue Price, and with any fractional Series A Preferred Unit so issued being proportionately valued).

In the event that OPAL Fuels’ materially breaches any of (i) its dividend payment obligations with respect to the Series A Preferred Stock, (ii) certain restrictions on paying dividends or distributions or repurchasing or redeeming junior or pari passu units, (iii) its payment obligations to Holders upon a dissolution, liquidation or winding up of OPAL Fuels, or (iv) certain voting and approval obligations to Holders, the dividend rate on the Series A Preferred Units shall be increased to the greater of (i) 12% per annum and (ii) the dividend rate then in effect plus 2% per annum, until such time as such material breach is cured. In the event of multiple material breaches that are unrelated to one another and that remain uncured contemporaneously with one another, such dividend rate

shall increase by an additional 2% per annum for each unrelated material breach that is in addition to the original material breach, until such time as such unrelated material breach is cured; provided, that in no circumstance shall such dividend rate exceed 20% per annum at any time.

The Series A Preferred Units further provide that for so long as any Series A Preferred Units remain outstanding or are issuable pursuant to the terms of the NextEra Subscription Agreement:

•        no dividend or distribution shall be paid or set aside for payment on any junior units;

•        no dividend or distribution shall be paid or set aside for payment on any pari passu units; and

•        no units (other than Series A Preferred Units) shall be repurchased, redeemed or otherwise acquired for consideration by the Company, directly or indirectly.

Such restrictions do not apply to (A) the payment of any costs, fees, operating expenses or other expenses (1) incurred by New OPAL in connection with serving as a manager or managing member of OPAL Fuels or (2) allocable to OPAL Fuels or otherwise incurred by New OPAL in connection with operating OPAL Fuels’ business (including expenses allocated to New OPAL by its affiliates), (B) tax distributions, (C) any dividend or distribution payable solely in OPAL Common Units, (D) any distribution in connection with an exchange of OPAL Common Units (together with voting shares of New OPAL) for shares of New OPAL Class A Common Stock or New OPAL Class C Common Stock or (E) in the event that OPAL Fuels has received $335 million in cash proceeds in connection with the Business Combination or other equity financings, declaring or paying any dividend or distribution on or repurchasing, redeeming or otherwise acquiring any junior units or pari passu units in a cumulative amount not to exceed $100 million.

Upon dissolution, liquidation or winding up of OPAL Fuels (a “Liquidation”), the Holders shall be entitled to receive from any proceeds resulting from the Liquidation, before any proceeds shall be distributed in respect of any junior units, an amount per Series A Preferred Unit equal to the Series A Original Issue Price plus all accrued and unpaid dividends thereon (the “Series A Base Amount”).

The Series A Preferred Units may be redeemed, in whole or in part, at OPAL Fuels’ election, at any time, at a price, payable solely in cash, equal to the Series A Base Amount per Series A Preferred Unit as of the date of redemption (the “Series A Redemption Price”). Any such redemption election by OPAL Fuels (i) shall be made ratably across all Holders based on the number of Series A Preferred Units held by each Holder such that OPAL Fuels shall redeem the same percentage of Series A Preferred Units held by each Holder, and (ii) may be made contingent upon the happening of any event or circumstance (including a change of control).

If a Holder delivers written notice to OPAL Fuels requesting redemption (in whole or in part) of the Series A Preferred Units held by such Holder (each, a “Mandatory Redemption Request”) either (i) in connection with a change of control or (ii) at any time on or after November 29, 2025 (the “4-Year Anniversary Date”), then the Company shall redeem, to the fullest extent permitted by applicable law (subject to the next sentence), on the Mandatory Redemption Date, at the Series A Redemption Price per Series A Preferred Unit (payable solely in cash), the number of Series A Preferred Units requested by the Holder to be redeemed in the Mandatory Redemption Request. “Mandatory Redemption Date” means (i) in the case of a change of control, the date of consummation of such change of control and (ii) in the case of a redemption of Series A Preferred Units to occur on or after the 4-Year Anniversary Date, no later than 90 days after OPAL Fuels’ receipt of the Mandatory Redemption Request in respect of such Series A Preferred Units but in no event prior to the 4-Year Anniversary Date for such Series A Preferred Units.

If any Series A Preferred Units subject to a Mandatory Redemption Request are not redeemed on the corresponding Mandatory Redemption Date for any reason (such date, a “Delayed Redemption Date” and such failure to timely redeem, a “Delayed Redemption”), the Holder(s) of such unredeemed Series A Preferred Unit (“Delayed Redemption Units”) shall have the following rights and remedies (which shall constitute such Holder(s)’(s) sole rights and remedies with respect to such unredeemed Series A Preferred Units in circumstances in which OPAL Fuels is not permitted by applicable law to satisfy such Mandatory Redemption Request in full):

•        The Delayed Redemption Holder may elect to convert all, or a portion of, its Delayed Redemption Units into a number of Common Units (calculated by dividing the Series A Base Amount of the Delayed Redemption Units by a “Conversion Price” equal to between 70% to 80% of the trading price (if applicable) or fair market value of OPAL Fuels’ Common Units (or public company shares issuable in exchange thereof) based on when the conversion election is made following the Delayed Redemption Date and certain other circumstances.

•        The dividend rate on all outstanding Series A Preferred Units shall (i) be increased to 12% per annum of the Series A Base Amount (or, if the current dividend rate is already at or higher than 12% per annum, be left at such rate), commencing on the Delayed Redemption Date, and (ii) be further increased in increments of 2% per annum of the Series A Base Amount with the first such increment commencing on the 1st anniversary of the Delayed Redemption Date and each additional increment commencing following the conclusion of each succeeding 90 day period thereafter (subject to a total dividend rate cap of 20% per annum of the Series A Base Amount); and

•        If Series A Preferred Units with an aggregate Series A Base Amount of at least $25.0 million become Delayed Redemptions Units and remain Delayed Redemption Units more than 6 months following the Delayed Redemption Date in respect of such units, then NextEra (or if there is more than one Holder, holders of a majority of the Series A Preferred Units) (“Requisite Holders”) shall have the right (but not the obligation) to appoint a single member to the Board of Managers of OPAL Fuels (provided that if as a result of an initial public offering or business combination, OPAL Fuels is a subsidiary of a public company, then such appointment right shall instead be with respect to the board of directors (or similar governing body) of the public company parent). Such appointment right shall expire at such time as Series A Preferred Units with an aggregate Series A Base Amount of less than $25.0 million remain Delayed Redemption Units.

Alternatively, in lieu of receiving any of the rights and remedies specified in the bullet points above, if NextEra or any of its affiliates becomes a holder of Delayed Redemption Units, NextEra may instead elect to extend the then remaining term of the EA Sales Agreement by an additional 12 months (the “Extended Term”) provided that the EA Sales Agreement has not been terminated prior thereto for any reason and NextEra is not then in material breach of the EA Sales Agreement (and may further elect such an extension if they continue to hold Delayed Redemption Units following the Extended Term, as such term may be further extended).

Following the consummation of an initial public offering or business combination, the approval of Holders shall not be entitled to vote on any matter with respect to OPAL Fuels’ except as follows:

•        Subject at any time after June 30, 2022 to there being Series A Preferred Units outstanding with an aggregate Series A Base Amount of at least $10.0 million, OPAL Fuels shall not have authority to, do any of the following without the written consent or affirmative vote of the Requisite Holders:

•        Issue any indebtedness or any pari passu units resulting in, as of the date of issuance, (A) OPAL Fuels’ total repayment obligations (including amounts payable upon a Liquidation) in respect thereof exceeding the greater of (x) $500.0 million and (y) three times (3x) OPAL Fuels’ last twelve months consolidated EBITDA, or (B) the aggregate amount payable to the holders of outstanding preferred units (other than Series A Preferred Units) upon a Liquidation from the associated proceeds exceeding $100.0 million;

•        Consummate any material transactions with OPAL Fuels’ affiliates (excluding (A) certain pre-existing contracts, (B) commercial agreements entered into in the ordinary course of business on arms-length terms), with materiality defined as transactions involving annual payments (or receipt of payments) in excess of $500,000 per year or (C) the payment of any costs, fees, operating expenses or other expenses (1) incurred by a public company parent of OPAL Fuels’ in connection with serving as a manager or managing member of OPAL Fuels or (2) allocable to OPAL Fuels’ or otherwise incurred by a Reporting Company Affiliate in connection with operating the Company’s business (including expenses allocated to the Reporting Company Affiliate by its Affiliates); or

•        Issue (A) any preferred units (subject to certain exceptions), (B) any Series A-1 Preferred Units in an aggregate original principal amount greater than $30.0 million, or (C) any senior preferred units.

For so long as any Series A Preferred Units are outstanding, the Requisite Holders shall have the right to consent to (i) any amendments to the certificate of designations for the Series A Preferred Units or OPAL Fuels’ operating agreement that adversely modify the terms of the Series A Preferred Units and (ii) any sale or issuance of additional Series A Preferred Units other than pursuant to the Subscription Agreement (and other than Series A Preferred Units issued to Holders as payment for accrued dividends).

Hillman Exchange

In connection with entering into the Business Combination Agreement, OPAL Fuels entered into an exchange agreement with Hillman, pursuant to which Hillman exchanged all of its equity interests in OPAL Fuels and its subsidiaries for 300,000 OPAL Fuels’ Series A-1 Preferred Units and 14 pre-Closing OPAL Fuels common units.

The Series A-1 Preferred Units provide holders with an 8% annual dividend on the original issue price of $100.00 per unit (the “Series A-1 Original Issue Price”), compounding on a monthly basis, and paid quarterly in arrears, with the option (at OPAL Fuels’ election) to pay such dividends in kind during the first 8 quarters following the first issuance of any Series A-1 Preferred Units. Upon certain material breaches of the terms of the Series A-1 Preferred Units, the dividend rate is subject to an increase to 12% (and additional 2% increases thereafter based on how long such breach remains uncured, up to a maximum rate of 20%).

Upon a Liquidation, the holders are entitled to receive from any proceeds resulting from the Liquidation, before any proceeds shall be distributed in respect of any junior units, an amount per Series A-1 Preferred Unit equal to the Series A-1 Original Issue Price plus all accrued and unpaid dividends thereon (the “Series A-1 Base Amount”).

Subject to certain restrictions on redemption pursuant to the terms of the Series A Preferred Units, the Series A-1 Preferred Units may be redeemed, in whole or in part, at OPAL Fuels’ election, at any time, at a price, payable solely in cash, equal to the Series A-1 Base Amount per Series A Preferred Unit as of the date of redemption (the “Series A-1 Redemption Price”). Holders of Series A-1 Preferred Units are entitled to request redemption (in whole or in part) of their Series A-1 Preferred Units either (i) in connection with a change of control or (ii) at any time on or after November 29, 2025, at the Series A-1 Redemption Price per Series A Preferred Unit (payable solely in cash).

In the event OPAL Fuels’ fails to timely redeem a holder’s Series A-1 Preferred Units upon a mandatory redemption request, such holder’s are entitled to (i) an increase in the dividend rate to 12% (with additional 2% increases added thereto, based on the length of delay in redemption, up to a 20% maximum dividend rate) and (ii) to convert their Series A-1 Preferred Units that are subject to delayed redemption to common units of OPAL Fuels at a discount price.

Tax Receivable Agreement

As discussed above, future taxable redemptions or exchanges of OPAL Common Units (together with New OPAL Class B Common Stock or New OPAL Class D Common Stock) for shares of New OPAL Class A Common Stock or New OPAL Class C Common Stock, as applicable, or cash pursuant to the Second A&R LLC Agreement are expected to result in the creation of certain favorable tax attributes for New OPAL.

Upon the completion of the Business Combination, New OPAL will enter into the Tax Receivable Agreement with the TRA Participants, pursuant to which New OPAL generally will be required to pay to the OPAL Fuels Common Equityholders, in the aggregate, 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax or franchise tax that New OPAL actually realizes (computed using certain simplifying assumptions) as a result of (i) increases to the tax basis of OPAL Fuels’ assets resulting from (x) future redemptions or exchanges of OPAL Units (together with New OPAL Class B Common Stock or New OPAL Class D Common Stock) for shares of New OPAL Class A Common Stock or New OPAL Class C Common Stock, as applicable, or cash, and (y) payments made under the Tax Receivable Agreement (other than to the extent characterized as imputed interest), and (ii) tax benefits attributable to the portion of any payments made under the Tax Receivable Agreement treated as imputed interest. The payment obligations under the Tax Receivable Agreement are New OPAL’s obligations and not obligations of OPAL Fuels.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that New OPAL determines, and the IRS or another tax authority may challenge all or a part of the tax basis increases or other tax attributes subject to the Tax Receivable Agreement, and a court could sustain such challenge. The parties to the Tax Receivable Agreement will not reimburse New OPAL for any payments previously made if such tax basis increases or other tax attributes are subsequently disallowed, except that any excess payments made to a party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess.

If New OPAL experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, any plan of liquidation and other forms of business combinations or changes of control) or the Tax Receivable Agreement terminates early (at our election or as a result of a breach, including a breach for New OPAL failing to make timely payments under the Tax Receivable Agreement for more than three months, except in the case of certain liquidity exceptions), New OPAL could be required to make a substantial, immediate lump-sum payment based on the present value of hypothetical future payments that could be required under the Tax Receivable

Agreement. The calculation of the hypothetical future payments would be made using certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any OPAL Common Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers over a certain time period. Our ability to generate net taxable income is subject to substantial uncertainty. Accordingly, as a result of the assumptions, the required lump-sum payment may be significantly in advance of, and could materially exceed, the realized future tax benefits to which the payment relates.

As a result of either an early termination or a change of control, New OPAL could be required to make payments under the Tax Receivable Agreement that exceed our actual cash tax savings. Consequently, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, assuming no material changes in the relevant tax law, we expect that if we experienced a change of control or the Tax Receivable Agreement were terminated immediately after the closing of the Business Combination, the estimated TRA lump-sum payment would range from approximately $359.0 million to approximately $384.0 million depending on OPAL Fuels’ rate of recovery of the tax basis increases associated with the deemed exchange of the OPAL Common Units (other than those held by us). This estimated TRA lump-sum payment is calculated using a discount rate equal to 2.06%, applied against an undiscounted liability of approximately $431.0 million. If the TRA Participants were to exchange all of their OPAL Common Units, New OPAL would recognize a deferred tax asset of approximately $508.0 million and a related liability for payments under the Tax Receivable Agreement of approximately $431.0 million, assuming (i) that the TRA Participants redeemed or exchanged all of their OPAL Common Units on the closing date; (ii) a price of $10.00 per share; (iii) a constant combined effective income tax rate of 26.47%; (iv) New OPAL will have sufficient taxable income in each year to realize the tax benefits that are subject to the Tax Receivable Agreement; and (v) no material changes in tax law. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of the shares of Class A Common Stock at the time of the exchange, and the tax rates then in effect. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

It is more likely than not that the deferred tax assets will not be realized in accordance with ASC Topic 740, ‘Income Taxes’ (“ASC 740”). As such, ArcLight has reduced the full carrying amount of the deferred tax assets with a valuation allowance under both scenarios. Management will continue to monitor and consider the available evidence from quarter to quarter, and year to year, to determine if more or less valuation allowance is required at that time.

Finally, because New OPAL is a holding company with no operations of its own, its ability to make payments under the Tax Receivable Agreement depends on the ability of OPAL Fuels to make distributions to it. To the extent that New OPAL is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact New OPAL’s results of operations and could also affect its liquidity in periods in which such payments are made.

The foregoing description of the Tax Receivable Agreement is not complete and is qualified in its entirety by reference to the Tax Receivable Agreement, which is filed as Exhibit 10.5 and attached as Annex F to this proxy statement/prospectus and is incorporated herein by reference.

Investor Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, OPAL Fuels, Ares, Hillman and the Class B Shareholders (collectively the “New OPAL Holders”) will enter into the Investor Rights Agreement, pursuant to which, among other things, (i) ArcLight and Sponsor will agree to terminate the Registration and Shareholder Rights Agreement, dated as of March 25, 2021, entered into by them in connection with ArcLight’s IPO, (ii) New OPAL will provide the New OPAL Holders certain registration rights with respect to certain shares of New OPAL Class A Common Stock held by them or otherwise issuable to them pursuant to the Business Combination Agreement, Second A&R LLC Agreement or the certificate of incorporation of New OPAL and (iii) the New OPAL Holders will agree not to transfer, sell, assign or otherwise dispose of their shares of New OPAL Class A Common Stock for up to 180 days following the Closing, subject to certain exceptions.

The foregoing description of the Investor Rights Agreement is not complete and is qualified in its entirety by reference to the Investor Rights Agreement, which is filed as Exhibit 10.6 and attached as Annex G to this proxy statement/prospectus and is incorporated herein by reference.

Second Amended and Restated Limited Liability Company Agreement

Following the Business Combination, the Combined Company will be organized in an “Up-C” structure, such that OPAL Fuels and the subsidiaries of OPAL Fuels will hold and operate substantially all of the assets and business of New OPAL, and New OPAL will be a publicly listed holding company that will hold equity interests in OPAL Fuels. At the Closing, OPAL Fuels and its existing members will cause OPAL Fuels’ existing limited liability company agreement to be amended and restated in its entirety (giving effect to the Second A&R LLC Agreement) to, among other things, provide the holders of OPAL Common Units the right to exchange their OPAL Common Units, together with their shares of New OPAL Class B Common Stock or New OPAL Class D Common Stock, for shares of New OPAL Class A Common Stock or New OPAL Class C Common Stock, as applicable, or, at the election of New OPAL, cash, in each case, subject to certain restrictions set forth therein.

Rights of the OPAL Common Units

Pursuant to the Second A&R LLC Agreement, the OPAL Common Units will be entitled to share in the profits and losses of OPAL Fuels and to receive distributions if and as declared by the managing member of OPAL Fuels and will have no voting rights, except as otherwise required by law.

Rights of the OPAL Preferred Units

Series A Preferred Units

The Series A Preferred Units provide that from and after the date of issuance of a Series A Preferred Unit, the record holder thereof (the “Holder”) shall be entitled to receive cash dividends on such Series A Preferred Unit at the rate of 8% per annum on the $100.00 original issue price (the “Series A Original Issue Price”) of the Series A Preferred Unit, which dividend shall be cumulative and accrue on a compounding basis and be payable on a quarterly basis following the issuance of such unit; provided, however, that in lieu of paying such dividend amount in cash on any one or more of the first eight scheduled dividend payment dates following the first date that any Series A Preferred Units are issued by OPAL Fuels, OPAL Fuels shall have the option to pay all such dividends that are then accrued on the outstanding Series A Preferred Units by issuing a number of additional Series A Preferred Units (or fraction thereof) to the Holder having a value equal to the accrued dividend amount (with each additional Series A Preferred Unit so issued valued at the Series A Original Issue Price, and with any fractional Series A Preferred Unit so issued being proportionately valued).

In the event the OPAL Fuels’ materially breaches any of (i) its dividend payment obligations with respect to the Series A Preferred Stock, (ii) certain restrictions on paying dividends or distributions or repurchasing or redeeming junior or pari passu units, (iii) its payment obligations to Holders upon a dissolution, liquidation or winding up of OPAL Fuels, or (iv) certain voting and approval obligations to Holders, the dividend rate on the Series A Preferred Units shall be increased to the greater of (i) 12% per annum and (ii) the dividend rate then in effect plus 2% per annum, until such time as such material breach is cured. In the event of multiple material breaches that are unrelated to one another and that remain uncured contemporaneously with one another, such dividend rate shall increase by an additional 2% per annum for each unrelated material breach that is in addition to the original material breach, until such time as such unrelated material breach is cured; provided, that in no circumstance shall such dividend rate exceed 20% per annum at any time.

Series A-1 Preferred Stock

The Series A-1 Preferred provide holders with an 8% annual dividend on the original issue price of $100.00 per unit (the “Series A-1 Original Issue Price”), compounding on a monthly basis, and paid quarterly in arrears, with the option (at OPAL Fuels’ election) to pay such dividends in kind during the first 8 quarters following the first issuance of any Series A-1 Preferred Units. Upon certain material breaches of the terms of the Series A-1 Preferred Units, the dividend rate is subject to an increase to 12% (and additional 2% increases thereafter based on how long such breach remains uncured, up to a maximum rate of 20%).

Upon a Liquidation, the holders are entitled to receive from any proceeds resulting from the Liquidation, before any proceeds shall be distributed in respect of any junior units, an amount per Series A-1 Preferred Unit equal to the Series A-1 Original Issue Price plus all accrued and unpaid dividends thereon (the “Series A-1 Base Amount”).

Subject to certain restrictions on redemption pursuant to the terms of the Series A Preferred Units, the Series A-1 Preferred Units may be redeemed, in whole or in part, at OPAL Fuels’ election, at any time, at a price, payable solely in cash, equal to the Series A-1 Base Amount per Series A Preferred Unit as of the date of redemption (the “Series A -1 Redemption Price”). Holders of Series A-1 Preferred Units are entitled to request redemption (in whole or in part) of their Series A-1 Preferred Units either (i) in connection with a change of control or (ii) at any time on or after November 29, 2025, at the Series A-1 Redemption Price per Series A Preferred Unit (payable solely in cash).

In the event OPAL Fuels’ fails to timely redeem a holder’s Series A-1 Preferred Units upon a mandatory redemption request, such holders are entitled to (i) an increase in the dividend rate to 12% (with additional 2% increases added thereto, based on the length of delay in redemption, up to a 20% maximum dividend rate) and (ii) to convert their Series A-1 Preferred Units that are subject to delayed redemption to common units of OPAL Fuels at a discount price.

For a further description of the rights of the Series A-1 Preferred Units, see “The Business Combination Agreement — The NextEra Subscription.”

Management

New OPAL, as the managing member of OPAL Fuels, will have the sole vote on all matters that require a vote of members under the Second A&R LLC Agreement or applicable law. The business, property and affairs of OPAL Fuels will be managed solely by the managing member, and the managing member cannot be removed or replaced except by the incumbent managing member.

Distributions

New OPAL, as managing member of OPAL Fuels, may, in its sole discretion, authorize distributions (to the extent of available cash, as defined in the Second A&R LLC Agreement) to the holders of Class A Units of OPAL Fuels and the holders of OPAL Common Units. Subject to provisions in the Second A&R LLC Agreement governing tax distributions, all such distributions will be made pro rata in accordance with each member’s number of post-combination Class A Units of OPAL Fuels and OPAL Common Units.

The holders of post-combination OPAL Units will generally incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of OPAL Fuels. Profits and losses of OPAL Fuels will generally be allocated to its members pro rata in accordance with the percentages of their respective ownership of post-combination OPAL Units. The Second A&R LLC Agreement will provide for pro rata cash distributions to the holders of post-combination OPAL Units for purposes of funding their tax obligations in respect of the taxable income of OPAL Fuels that is allocated to them. Generally, these tax distributions will be computed based on OPAL Fuels’ estimate of the net taxable income of OPAL Fuels allocable to each holder of post-combination OPAL Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident of California or New York, New York (taking into account the limitations imposed on the deductibility of certain expenses, the character of the applicable income, and the deductibility of state and local income taxes, to the extent applicable, but not taking into account any adjustment under Section 734 or Section 743 of the Code with respect to New OPAL or any deduction under Section 199A of the Code). As a result of (i) potential differences in the amount of net taxable income allocable to New OPAL and the other post-combination unitholders of OPAL Fuels, (ii) the lower tax rate applicable to corporations as compared to individuals and (iii) the use of an assumed tax rate in calculating OPAL Fuels’ distribution obligations, New OPAL may receive tax distributions significantly in excess of its tax liabilities and obligations to make payments under the tax receivable agreement. If New OPAL receives tax distributions in an amount in excess of the amount necessary to enable New OPAL to meet its U.S. federal, state and local and non-U.S. tax obligations, its obligations under the Tax Receivable Agreement, and any other operating expenses, then New OPAL may either distribute such excess tax distributions to its shareholders or contribute such excess cash to OPAL Fuels in exchange for additional OPAL Units.

Upon the liquidation or winding up of OPAL Fuels, subject to the treatment of post-combination Class B Units (as defined in the Second A&R LLC Agreement) and tax distributions, all net proceeds thereof will be distributed first to satisfy the debts and liabilities of OPAL Fuels, then to the OPAL Fuels Series A Preferred Units and OPAL Fuels Series A-1 Preferred Units to satisfy their liquidation amounts and thereafter pro rata in accordance with each member’s number of post-combination Class A Units of OPAL Fuels and OPAL Common Units.

Transfer Restrictions

The Second A&R LLC Agreement will contain restrictions on transfers of OPAL Common Units and will require the prior consent of the managing member for such transfers, except in specified cases, including (i) certain transfers to

Certain of the measures included in the OPAL Fuels’ projected financial information may be considered non-GAAP financial measures. Due to the forward-looking nature of this information, specific quantifications of the amounts that would be required to reconcile such projections to GAAP measures are not available and OPAL Fuels believes it is not feasible to provide accurate forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by OPAL Fuels may not be comparable to similarly titled amounts used by other companies.

The key elements of the projections provided to the Arclight Board are summarized below.

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(1)      Adjusted EBITDA is calculated as operating income plus expensed major maintenance at OPAL Fuels’ renewable power business, non-cash items and the minority interest of OPAL Fuels’ partners in certain of its Biogas Conversion Projects.

In addition, the table below provides a more detailed summary of certain material component parts of the projections in the table above.