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United States securities and exchange commission logo
May 4, 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. 2 to
Registration Statement on Form S-4
Filed April 18,
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 March
7, 2022 letter.
Amendment No. 2 to Form S-4
What Equity Stake Will Current ArcLight Equityholders and Opal Fuels
Common Equityholders
Hold in New Opal..., page 14
1. Please disclose in this
section the voting power that will be held by Mark Comora in New
OPAL following the
Business Combination. In addition, please disclose in this section
that the existing
equityholders of OPAL Fuels, LLC will own approximately 74.5%
economic interest in
OPAL Fuels, LLC following the Business Combination. We note
your related disclosure
in Note 6(j) on page 208.
John F. Erhard
FirstName LastNameJohn
Transition F. Erhard
ArcLight Clean Corp. II
Comapany
May 4, 2022NameArcLight Clean Transition Corp. II
May 4,
Page 2 2022 Page 2
FirstName LastName
Simplified Post-Combination New OPAL Structure, page 30
2. We note your response to prior comment 5. Please revise the diagram on
page 30 or
disclosure in the footnotes to the diagram to also quantify the
relative economic interests
and voting interests in OPAL Fuels LLC.
The NextEra Subscription, page 31
3. We note your revised disclosure regarding the terms of the Series A
Preferred Units,
including limitations on dividends or distributions for any junior
units or any pari passu
units. Please revise to disclose whether this would impact dividends
or distributions on
the Opal Fuels units to be held by the registrant. We also note your
disclosure that OPAL
Fuels is required to obtain the consent of the holders of the Series A
Preferred Units
before issuing indebtedness resulting in payment obligations in excess
of certain
thresholds. Please revise to disclose such thresholds, or tell us why
such information is
not material. In addition, please file the certificates of designation
governing the terms of
the Series A Preferred Units and the Series A-1 Preferred Units. Refer
to Item 601(b)(10)
of Regulation S-K.
In certain cases, payments under the Tax Receivable Agreement may be
accelerated..., page 98
4. We note your disclosure on page 98 that if the TRA Participants were
to exchange all of
their Opal Common Units, New OPAL would recognize a deferred tax asset
of
approximately $431.0 million. However, this does not appear to be
consistent with Note
6(l) on page 208 that states that 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. Please revise or advise. In addition, we note the
disclosure in Note 6(l)
that it is more likely than not that the deferred tax assets will not
be realized. Please
provide corresponding disclosure in your discussion of the deferred
tax asset on page 98.
Certain Opal Fuels Projected Financial Information, page 143
5. We note your response to prior comment 16, and reissue such comment.
Please revise to
qualitatively and quantitatively discuss all material assumptions
underlying the projections
provided on page 143. In that regard, we note that the financial
forecast information
provided in Slide 39 of your December investor presentation filed as
Exhibit 99.2 to a
Form 8-K filed on December 2, 2021 provided additional information for
each year in the
forecast period, such as gasoline gallon equivalent sold, LCFS price
and expenses, as well
as revenue attributable to RNG Fuel, Fuel Station Services and
Renewable Power. Please
revise or advise.
Exclusive Forum (Proposal 4D), page 167
6. We note your response to comment 19 and we re-issue in part. In that
regard, we note
your disclosure regarding your exclusive forum provision for
certain actions and
claims. Please revise your disclosure in this section to identify
such actions and claims,
John F. Erhard
ArcLight Clean Transition Corp. II
May 4, 2022
Page 3
and to clarify the courts selected in your exclusive forum provision. For
example, you
disclose in this section that another state or federal court located
within the State of
Delaware shall be the exclusive forum for certain actions and claims
if the Court of
Chancery of the State of Delaware does not have subject matter
jurisdiction, but this does
not appear to be consistent with Section 12.1 of your proposed charter
attached in Annex
C. In addition, please disclose the provision in Section 12.3 of your
proposed charter that
selects the U.S. federal district courts as the exclusive forum for the
resolution of any
complaint asserting a cause of action arising under the Securities Act,
and revise your
prospectus to state that there is uncertainty as to whether a court would
enforce such
provision. Please ensure that you make conforming changes throughout your
prospectus.
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 4, 2022 Page 3
cc: Julian Seiguer
FirstName LastName