UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
_____________________________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 3, 2021
_____________________________________________________
|
ARCLIGHT CLEAN TRANSITION CORP.
(Exact name of registrant as specified in its charter)
_____________________________________________________
|
Cayman Islands
(State or other jurisdiction of
incorporation or organization)
|
001-39546
(Commission
File Number)
|
98-1551379
(IRS Employer
Identification Number)
|
200 Clarendon Street, 55th Floor
Boston, MA, 02116
(Address of principal executive offices)
_____________________________________________________
(617) 531-6300
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
_____________________________________________________
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
|
☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on
which registered
|
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
|
ACTCU
|
The Nasdaq Stock Market LLC
|
Class A Ordinary Shares included as part of the units
|
ACTC
|
The Nasdaq Stock Market LLC
|
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
ACTCW
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act. ☐
As previously disclosed,
on January 11, 2021, ArcLight Clean Transition Corp., a Cayman Islands exempted company (“ArcLight”), and Proterra Inc, a
Delaware corporation (“Proterra”), announced that ArcLight and Proterra entered into an Agreement and Plan of Merger (the
“Merger Agreement”).
On February 10, 2021, a purported stockholder
of ArcLight filed a complaint against ArcLight, ArcLight’s board of directors, Phoenix Merger Sub, Inc., a Delaware corporation
and a wholly-owned direct subsidiary of ArcLight (“Phoenix Merger Sub”) and Proterra in the Supreme Court of the State of
New York for the County of New York, in a case captioned Ong v. ArcLight Clean Transition Corp., et al., Index No. 650965/2021.
The Ong complaint alleges that ArcLight’s board of directors breached their fiduciary duties by omitting allegedly material
information in the Registration Statement initially filed by ArcLight on Form S-4 on February 3, 2021 in connection with the Proposed
Transaction (the “Registration Statement”), and that ArcLight, Merger Sub and Proterra aided and abetted such alleged breaches
of fiduciary duty. As relief, the Ong complaint seeks, among other things, an injunction barring ArcLight from proceeding with
the Proposed Transaction, or, alternatively, rescission of the Proposed Transaction in the event that it is consummated, as well as unspecified
costs and attorneys’ fees. On February 11, 2021, another purported stockholder of ArcLight filed a complaint against ArcLight and
ArcLight’s board of directors in the Supreme Court of the State of New York for the County of New York, in a case captioned Murray-Brown
v. ArcLight Clean Transition Corp., et al., Index No. 651001/2021. On March 6, 2021, this second purported stockholder filed an amended
complaint. The amended Murray-Brown complaint alleges that ArcLight’s board of directors breached their fiduciary duties
in connection with the Registration Statement and the Proposed Transaction more generally, and that ArcLight aided and abetted such alleged
breaches of fiduciary duty. As relief, the amended Murray-Brown complaint seeks relief similar to that sought in the Ong complaint.
On March 15, 16, and 23, 2021, May 28, 2021, and June 2, 2021, six other purported stockholders wrote to ArcLight, separately, alleging
that the Registration Statement omitted allegedly material information and demanding that ArcLight provide supplemental disclosures.
While ArcLight believes that the disclosures
set forth in the Registration Statement comply fully with applicable law, in order to moot the purported stockholders’ disclosure
claims in the lawsuits and demands, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business
Combination, ArcLight has determined to voluntarily supplement the Registration Statement with the supplemental disclosures set forth
below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal
necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, ArcLight specifically denies
all allegations in the lawsuits and demands that any additional disclosure was or is required. ArcLight believes the allegations in the
lawsuits and demands are without merit.
Supplemental Disclosures to Registration
Statement
The following supplemental
information should be read in conjunction with the Registration Statement, which should be read in its entirety. All page references are
to pages in the Registration Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Registration
Statement. Underlined text shows text being added to a referenced disclosure in the Registration Statement.
The following disclosure
is added before the first paragraph on page 113 of the Registration Statement under the heading “Negotiations with Proterra”.
In connection with the
consummation of the Business Combination, (i) Barclays Capital Inc. (“Barclays”) is entitled to (a) expense reimbursement
and customary indemnification in connection with its services as a M&A advisor to ArcLight and a lead placement agent for the PIPE
Financing and (b) customary placement agent fees from ArcLight in connection with its services as a lead placement agent for the PIPE
Financing, (ii) BofA Securities, Inc. (“BofA”) is entitled to customary fees in connection with its service as a financial
advisor to Proterra, as well as expense reimbursement and customary indemnification (BofA also acted as joint placement agent for the
PIPE Financing but did not receive fees in connection with such services), (iii) Citigroup Global Markets Inc. (“Citigroup”)
is entitled to customary advisory fees from ArcLight, as well as expense reimbursement and customary indemnification, in connection with
its services as a M&A advisor and capital markets advisor to ArcLight, and (iv) Morgan Stanley & Co. LLC (“Morgan Stanley”)
is entitled to customary fees in connection with its service as a lead placement agent for the PIPE Financing and as a financial advisor
to Proterra, as well as expense reimbursement and customary indemnification. Additionally, in connection with the consummation of the
Business Combination, Barclays and Citigroup will be entitled to deferred underwriting compensation, as set forth in the registration
statement for ArcLight’s initial public offering, which closed on September 25, 2020. These fees will be paid at the closing of
the Business Combination and the PIPE Financing, as applicable, and are conditioned upon the successful completion of the Business Combination
and the PIPE Financing, as applicable. If the Business Combination and the PIPE Financing do not close, Barclays, BofA, Citigroup and
Morgan Stanley will be entitled to expense reimbursement and customary indemnification, but will not be entitled to such fees.
In addition, Barclays (together with its affiliates),
BofA (together with its affiliates), Citigroup (together with its affiliates) and Morgan Stanley (together with its affiliates) are each
full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking,
advisory, investment management, investment research, principal investing, hedging, market making, brokerage and other financial and non-financial
activities and services. From time to time, certain of such financial institutions and/or their respective affiliates have provided, and
may in the future provide, various investment banking and other commercial dealings unrelated to the Business Combination or the PIPE
Financing to ArcLight and its affiliates, and/or Proterra and its affiliates, and have received, and may in the future receive, customary
compensation in connection therewith.
In addition, in the ordinary
course of its business activities, Barclays, BofA, Citigroup, Morgan Stanley and their respective affiliates, officers, directors and
employees may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities
activities may involve securities and/or instruments of ArcLight or its affiliates. Barclays, BofA, Citigroup, Morgan Stanley and their
respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities
and instruments.
The following disclosure
replaces the third paragraph on page 68 of the Registration Statement under the heading “Neither the ArcLight Board nor any committee
thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination”.
Neither the ArcLight Board nor any committee thereof is required to obtain
an opinion from an independent investment banking or accounting firm that the price that ArcLight is paying for Proterra is fair to ArcLight
from a financial point of view. Neither the ArcLight Board nor any committee thereof obtained a third party valuation in connection with
the Business Combination. In analyzing the Business Combination, the ArcLight Board and management conducted due diligence on Proterra
and researched the industry in which Proterra operates. The ArcLight Board reviewed, among other things, financial due diligence materials
prepared by professional advisors, including quality of earnings reports and tax due diligence reports previously prepared in connection
with Proterra’s most recent issuance of preferred stock, financial and market data information on selected comparable companies,
the implied purchase price multiple of Proterra and the financial terms set forth in the Merger Agreement, and concluded that the Business
Combination was in the best interest of its shareholders. The comparable companies considered by the board were (a) BYD Company Ltd.,
Navistar International Corp., NFI Group Inc., NIO Inc., PACCAR Inc., Tesla, Inc. and Volvo AB with respect to Proterra Transit; (b) AKASOL
AG, Aptiv PLC, Ballard Power Systems Inc., Bloom Energy Corporation, Contemporary Amperex Technology Co. Ltd., Cummins Inc., Plug Power
Inc., Samsung SDI Co., Ltd. and Visteon Corporation with respect to Proterra Powered; and (c) ChargePoint, Inc., Eaton Corporation, Emerson
Electric Co., Generac Holdings Inc. and Schneider Electric SE with respect to Proterra Energy. Accordingly, investors will be relying
solely on the judgment of the ArcLight Board and management in valuing Proterra, and the ArcLight Board and management may not have properly
valued Proterra’s business. The lack of a third-party valuation may also lead an increased number of shareholders to vote against
the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.
The following disclosure
replaces the ninth bullet on page 114 of the Registration Statement under the heading “Valuation supported by financial analysis
and due diligence”.
The ArcLight Board determined
that the valuation analysis conducted by ArcLight’s management team, based on the trading levels of comparable companies and the
materials and financial projections provided by Proterra, supported the equity valuation of Proterra. The comparable companies considered
by the board were (a) BYD Company Ltd., Navistar International Corp., NFI Group Inc., NIO Inc., PACCAR Inc., Tesla, Inc. and Volvo AB
with respect to Proterra Transit; (b) AKASOL AG, Aptiv PLC, Ballard Power Systems Inc., Bloom Energy Corporation, Contemporary Amperex
Technology Co. Ltd., Cummins Inc., Plug Power Inc., Samsung SDI Co., Ltd. and Visteon Corporation with respect to Proterra Powered; and
(c) ChargePoint, Inc., Eaton Corporation, Emerson Electric Co., Generac Holdings Inc. and Schneider Electric SE with respect to Proterra
Energy. As part of this determination, ArcLight’s management, Board and legal counsel conducted due diligence examinations of Proterra
and discussed with Proterra’s management the financial, technical, manufacturing and legal outlook of Proterra.
The following disclosure
replaces the third sentence in the fourth new paragraph on page 109 of the Registration Statement under the heading “Background
to the Business Combination”.
Of those potential targets,
ArcLight entered into mutual confidentiality agreements with approximately 25 potential business combination targets, and such confidentiality
agreements generally contained customary terms for a special purpose acquisition company and a private company target, including confidentiality
provisions and use restrictions for information provided by each party and generally with terms of two years or less.
Additional Information
In connection with the
Business Combination, the Registration Statement on Form S-4 (File No. 333-252674) (the “Registration Statement”) has been
declared effective by the Securities and Exchange Commission (the “SEC”), which includes the related proxy statement and prospectus
of ArcLight with respect to the Extraordinary General Meeting. This communication is not a substitute for the Registration Statement,
the definitive proxy statement/prospectus or any other document that ArcLight has or will send to its shareholders in connection with
the transactions contemplated by the Business Combination. ArcLight’s shareholders and other interested persons are advised
to read the Registration Statement and the related proxy statement/prospectus and any documents filed in connection therewith, as these
materials will contain important information about Proterra, ArcLight, and the Business Combination. The definitive proxy statement
and related materials have been mailed to ArcLight’s shareholders who were holders of record as of the close of business on May
4, 2021. The documents filed by ArcLight with the SEC may also be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, the documents filed by ArcLight may be obtained free of charge from ArcLight at https://www.arclightclean.com or by
directing a request to: ArcLight Clean Transition Corp., 200 Clarendon Street, 55th Floor, Boston, MA 02116.
Participants in the Solicitation
ArcLight, Proterra and
their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of ArcLight’s shareholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of ArcLight’s directors
and officers, and Proterra’s directors and executive officers, in ArcLight’s filings with the SEC, including the Registration
Statement.
Forward Looking Statements
Certain statements in this Current Report on
Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or ArcLight’s
or Proterra’s future financial or operating performance. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
Any forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by ArcLight and its management, and Proterra and its management, as the case
may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to, various factors beyond management’s control, including general economic conditions
and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in the Registration Statement, as well as factors associated with companies, such as Proterra, that are engaged in commercial
electric vehicle technology, including anticipated trends, growth rates, and challenges in those businesses and in the markets in which
they operate; macroeconomic conditions related to the global COVID-19 pandemic; trends with respect to government funding for public transit;
the willingness of corporate and other public transportation providers to adopt and fund the purchase of electric vehicles for mass transit;
expected adoption of electrification technologies for commercial vehicles; the size and growth of the market for alternative energy vehicles
in general and medium-and heavy-duty electric vehicles, including transit buses and other commercial vehicles, in particular; the effects
of increased competition; the ability to stay in compliance with laws and regulations that currently apply or become applicable to the
commercial electric vehicle technology business and government contractors; the failure to realize the anticipated benefits of the transaction;
the amount of redemption requests made by ArcLight’s public stockholders; the ability of the issuer that results from the transaction
to issue equity or equity-linked securities or obtain debt financing in connection with the transaction or in the future.
Nothing in this Current Report on Form 8-K should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither ArcLight nor Proterra undertakes any duty to update these forward-looking statements.
Disclaimer
This communication is for
informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities
or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance
or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 3, 2021
|
ARCLIGHT CLEAN TRANSITION CORP.
|
|
|
|
By:
|
/s/ John F. Erhard
|
|
Name:
Title:
|
John F. Erhard
President and Chief Executive Officer
|
ArcLight Clean Transition (NASDAQ:ACTCU)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
ArcLight Clean Transition (NASDAQ:ACTCU)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024