Attached files
file | filename |
---|---|
EX-23.1 - EX-23.1 - ArcLight Clean Transition Corp. II | d129356dex231.htm |
EX-5.2 - EX-5.2 - ArcLight Clean Transition Corp. II | d129356dex52.htm |
EX-5.1 - EX-5.1 - ArcLight Clean Transition Corp. II | d129356dex51.htm |
As filed with the Securities and Exchange Commission on March 22, 2021 under the Securities Act of 1933, as amended
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ArcLight Clean Transition Corp. II
(Exact name of registrant as specified in its charter)
Cayman Islands | 6770 | 98-1578357 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
200 Clarendon Street, 55th Floor
Boston, MA 02116
(617) 531-6300
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
John F. Erhard
Chief Executive Officer
200 Clarendon Street, 55th Floor
Boston, MA 02116
(617) 531-6300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
Christian O. Nagler James S. Rowe Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
Joel L. Rubinstein White & Case LLP 1221 6th Avenue New York, NY 10020 (212) 819-8200 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-252730
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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, smaller reporting company, or an 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 Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee | ||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant(2) |
2,875,000 units | $10.00 | $28,750,000 | $3,137.00 | ||||
Class A ordinary shares included as part of the units(3) |
2,875,000 shares | | | (4) | ||||
Redeemable warrants included as part of the units(3) |
575,000 warrants | | | (4) | ||||
Class A ordinary shares underlying redeemable warrants included in the units |
575,000 shares | $11.50 | $6,612,500 | $722.00 | ||||
Total |
$35,362,500 | $3,859.00 (5) | ||||||
| ||||||||
|
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252730). |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $353,625,000 on its Registration Statement on Form S-1, as amended (File No. 333-252730), which was declared effective by the Securities and Exchange Commission on March 22, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $35,362,500 is hereby registered, which includes securities issuable upon the exercise of the underwriters option to purchase additional units. |
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of 2,875,000 additional units of ArcLight Clean Transition Corp. II, a Cayman Islands exempted company (the Registrant), each consisting of one Class A ordinary share and one-fifth of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrants Registration Statement on Form S-1, as amended (File No. 333-252730) (the Prior Registration Statement), initially filed by the Registrant on February 4, 2021 and declared effective by the Securities and Exchange Commission (the Commission) on March 22, 2021. The required opinions of counsel and related consents and accountants consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commissions account at U.S. Bank as soon as practicable (but no later than the close of business as of March 23, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 23, 2021.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-252730) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, Massachusetts, on the 22nd day of March 2021.
ARCLIGHT CLEAN TRANSITION CORP. II | ||
By: | /s/ Jake F. Erhard | |
Name: | Jake F. Erhard | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name |
Position |
Date | ||
/s/ Daniel R. Revers Daniel R. Revers |
Chairman of the Board | March 22, 2021 | ||
/s/ Jake F. Erhard Jake F. Erhard |
Chief Executive Officer (Principal Executive Officer) |
March 22, 2021 | ||
/s/ Marco F. Gatti Marco F. Gatti |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 22, 2021 | ||
/s/ Arno Harris Arno Harris |
Director | March 22, 2021 | ||
/s/ Steven Berkenfeld Steven Berkenfeld |
Director | March 22, 2021 | ||
/s/ Ja-Chin Audrey Lee Ja-Chin Audrey Lee |
Director | March 22, 2021 | ||
/s/ Brian Goncher Brian Goncher |
Director | March 22, 2021 |