UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 4, 2022 (July 29, 2022 )
Date of Report (date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Emerging growth company ☒
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Item 3.02 - Unregistered Sales of Equity Securities.
As previously announced, in connection with the business combination (the “Business Combination”) between OPAL Fuels Inc. (f/k/a ArcLight Clean Transition Corp. II) (the “Company”) and OPAL Fuels LLC, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) for the purchase of the Company’s Class A common stock (the “PIPE Investment”), and concurrently with the closing of the Business Combination, the Company received $105,806,000 in proceeds from the PIPE Investors, in exchange for which it issued 10,580,600 shares of Class A common stock to the PIPE Investors. On July 29, 2022, the Company received payment in full of the remaining outstanding subscription commitment from the PIPE Investors in the amount of $5,000,000, in exchange for which it issued an additional 500,000 shares of Class A common stock. As a result, the Company received a total of $110,806,000 in proceeds from the PIPE Investors, in exchange for which it issued 11,080,600 shares of its Class A common stock. The shares of Class A common stock offered and sold pursuant to the PIPE Investment have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 4, 2022
| OPAL Fuels Inc. | |||||
By: | /s/ Ann Anthony | ||||
Name: | Ann Anthony | ||||
Title: | Chief Financial Officer | ||||