S-1MEF 1 d129356ds1mef.htm S-1MEF S-1MEF

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 registrant’s 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 Registrant’s 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 accountant’s 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 Commission’s 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:

 

Exhibit No.   

Description

5.1    Opinion of Kirkland & Ellis LLP.
5.2    Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.
23.1    Consent of Marcum LLP
23.2    Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).
23.3    Consent of Maples and Calder (included on Exhibit 5.2).


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