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United States securities and exchange commission logo
May 23, 2022
John F. Erhard
Chief Executive Officer
ArcLight Clean Transition Corp. II
200 Clarendon Street, 55th Floor
Boston, Massachusetts 02116
Re: ArcLight Clean
Transition Corp. II
Amendment No. 4 to
Registration Statement on Form S-4
Filed May 12, 2022
File No. 333-262583
Dear Mr. Erhard:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
11, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4
Sources and Uses of Funds, page 41
1. We note your response
to prior comment 1, and your disclosure that assuming that
additional PIPE
Investors do not enter into amendments to their Subscription Agreements
extending the
expiration date of such agreements, only 11,080,600 shares of Class A
Common Stock will be
issued to PIPE Investors yielding $110,806,000. Please revise
your disclosure
throughout your prospectus, including your related risk factor disclosure
on page 105, to clarify
the impact on the registrant s ability to meet the Minimum Cash
Proceeds condition.
John F. Erhard
FirstName LastNameJohn
Transition F. Erhard
ArcLight Clean Corp. II
Comapany
May NameArcLight Clean Transition Corp. II
23, 2022
May 23,
Page 2 2022 Page 2
FirstName LastName
Unaudited Pro Forma Combined Financial Information, page 199
2. We note the resignations of Citigroup Global Markets Inc., Barclays
Capital Inc., BofA
Securities Inc., and Credit Suisse Securities. Please expand your
disclosures associated
with the pro forma information that begins on page 199 to fully
describe the implications
of these resignations on your ability to complete the transaction as
currently described in
the registration statement. For example, please address the following
points.
Describe the services that you had arranged to obtain from the
financial advisors that
are yet to be provided in order to earn the fees that you
indicate would be forfeited,
and disclose what consideration was given to hiring new financial
advisors.
Identify any facets of the minimum and maximum redemption
scenarios that could
change as either a direct or indirect result of the resignations.
Describe the extent to which the availability of financing that
is currently
contemplated could be curtailed, how you would expect to manage
such change, and
indicate the thresholds at which the transaction may not proceed
if this becomes a
possibility.
Index to Financial Statements, page F-1
3. Please revise to provide updated financial statements and related
disclosures for Arclight
Clean Transition Corp II and OPAL Fuels LLC as required by Item 8-08
of Regulation S-
X.
General
4. Please discuss the potential impact on the transaction related to the
resignation of
Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities
Inc., and Credit
Suisse Securities. As examples, we note the following from your
disclosures:
Citigroup Global Markets Inc. and Barclays Capital Inc. were
underwriters for the
initial public offering of the registrant, are advising or have
advised on the business
combination transaction with OPAL Fuels, and are placement agents
for the PIPE
transaction.
BofA Securities Inc. and Credit Suisse Securities (USA) LLC are
advising or have
advised OPAL Fuels on the business combination transaction, and
are placement
agents for the PIPE transaction. In this regard, we note your
disclosure on page 16
regarding the role of ArcLight s financial advisors in enabling
ArcLight s officers
and directors to make the necessary analyses and determinations
regarding the
business combination, and your disclosure that investors will be
relying solely on the
judgment of ArcLight s officers, board of directors and
advisors in valuing OPAL
John F. Erhard
FirstName LastNameJohn
Transition F. Erhard
ArcLight Clean Corp. II
Comapany
May NameArcLight Clean Transition Corp. II
23, 2022
May 23,
Page 3 2022 Page 3
FirstName LastName
Fuels business.
Disclosures in the Background of the Business Combination
Agreement section
starting on page 113 appear to describe the involvement of the
respective financial
advisors in discussions related to this business combination.
Disclosure regarding the beneficial ownership of shares of
ArcLight common stock
by Barclays PLC, Barclays Bank PLC and Barclays Capital Inc., and
your disclosure
on page F-60 that Bank of America N.A., Citi Bank N.A., and
Barclays Bank PLC
are lenders under the OPAL term loan, with Bank of America as
administrative agent.
5. If any of the withdrawing financial advisors advised ArcLight Clean
Transition Corp. II
on the business combination and related transactions, please add a
risk factor that the
board of directors of ArcLight engaged with advisors who assisted in
their consideration
of the transaction who have subsequently withdrawn, and explain
whether the board has
undertaken any additional procedures in reviewing the recommendation
in light of the
withdrawal of its advisors on whom it relied. If not, the board should
disclose that its
advisors resigned and it opted not to revisit the projections and
other financial information
on which they advised.
6. If any of the withdrawing financial advisors advised OPAL Fuels on the
business
combination and related transactions, please disclose the role of such
financial advisor in
preparing the financial information shared with ArcLight, as
applicable, and disclose
whether the board of directors of ArcLight or OPAL Fuels considered
assessing the
financial information again in light of the financial institution s
unwillingness to be
associated with it in any way. Please also disclose that a resignation
signifies that the
financial institution is unwilling to be associated with the
underlying work and disclosure;
accordingly, investors should not place any reliance that any third
party has participated in
the preparation or analysis of this information.
7. We note your disclosure under Expenses on page 132 that 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,
and your statement that
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. We also note similar disclosure in your prospectus summary on
pages 41 and 42
regarding sources and uses of funds with respect to $15.5 million in
aggregate fees due to
ArcLight s financial advisors for the transaction. Please disclose
whether the fees paid or
due to Citigroup Global Markets Inc., Barclays Capital Inc., BofA
Securities Inc., or
Credit Suisse Securities have been waived or forfeited. If so, to the
extent that such fees
relate to services that have already been rendered, please add a risk
factor that discloses
that such services have already been rendered, yet the financial
advisors are waiving such
John F. Erhard
FirstName LastNameJohn
Transition F. Erhard
ArcLight Clean Corp. II
Comapany
May NameArcLight Clean Transition Corp. II
23, 2022
May 23,
Page 4 2022 Page 4
FirstName LastName
fees and disclaim responsibility for the Form S-4 registration
statement. Clarify the
unusual nature of any such fee waiver and the impact of it on the
evaluation of the
business combination. If any fees will be waived or forfeited, please
also revise, as
appropriate, your pro forma financial information and relevant
disclosure referring to the
payment of deferred underwriting commissions.
8. Please tell us whether you are aware of any disagreements with
Citigroup Global Markets
Inc., Barclays Capital Inc., BofA Securities Inc., or Credit Suisse
Securities regarding the
disclosure in the financial statements in the Form S-4 registration
statement.
9. Please tell us whether Citigroup Global Markets Inc., Barclays Capital
Inc., BofA
Securities Inc., or Credit Suisse Securities were involved in the
preparation of any
disclosure that is included in the registration statement, including
any analysis underlying
the disclosure in the registration statement, or material underlying
disclosure in the
registration statement, including but not limited to the projected
financial information of
OPAL Fuels beginning on page 141. If so, clarify their involvement,
whether they have
retracted any work product associated with the transaction, and also
include a risk factor
describing their role in connection with the preparation of the
registration statement and
the valuation of OPAL Fuels and that they disclaim any liability in
connection with such
disclosure included in the registration statement.
10. Please provide us with any correspondence between (1) Citigroup Global
Markets Inc.,
Barclays Capital Inc., BofA Securities Inc., or Credit Suisse
Securities and (2) ArcLight or
OPAL Fuels relating to the resignation of such firms.
11. Please provide us with the engagement letters with Citigroup Global
Markets Inc.,
Barclays Capital Inc., BofA Securities Inc., and Credit Suisse
Securities. Please disclose
any ongoing obligations of ArcLight or OPAL Fuels pursuant to the
engagement letters
that will survive the termination of the engagement, such as
indemnification provisions,
and discuss the impacts of those obligations on ArcLight and OPAL
Fuels in the
registration statement.
12. Please provide us with a letter from each of Citigroup Global Markets
Inc., Barclays
Capital Inc., BofA Securities Inc., and Credit Suisse Securities
stating whether they agree
with the statements made in your prospectus related to their
resignation and, if not, stating
the respects in which they do not agree. Please revise your disclosure
accordingly to
reflect that you have discussed the disclosure with such firms and
they either agree or do
not agree with the conclusions and the risks associated with such
outcome. If any such
firm does not respond, please revise your disclosure to indicate you
have asked and not
received a response and include disclosure about such fact and the
risks to investors.
Additionally, please indicate that you will not speculate about the
reasons that any such
firm withdrew from its role as financial advisor and forfeited its
fees, if applicable, after
doing substantially all the work to earn its fees, as applicable.
John F. Erhard
ArcLight Clean Transition Corp. II
May 23, 2022
Page 5
13. Please revise to disclose the following:
When a financial institution is named in a proxy
statement/prospectus such as this, it
typically presumes a level of due diligence and independent analysis
on the part of
such financial institution, and it also typically means that a
financial institution has
done a level of due diligence ordinarily associated with a
professional engagement.
By withdrawing, Citigroup Global Markets Inc., Barclays Capital
Inc., BofA
Securities Inc., and Credit Suisse Securities are indicating that
such firms do not want
to be associated with the disclosure or the underlying business
analysis related to the
transaction. Accordingly, investors should not place any reliance on
the fact that
financial institutions have been previously involved with this
transaction.
You may contact Mark Wojciechowski at (202) 551-3759 or John Cannarella
at (202)
551- 3337 if you have questions regarding comments on the financial statements
and related
matters. Please contact Kevin Dougherty at (202) 551-3271 or Laura Nicholson,
Special
Counsel, at (202) 551-3584 with any other questions
Sincerely,
FirstName LastNameJohn F. Erhard
Division of
Corporation Finance
Comapany NameArcLight Clean Transition Corp. II
Office of Energy &
Transportation
May 23, 2022 Page 5
cc: Julian Seiguer
FirstName LastName