Amended Current Report Filing (8-k/a)
10 Août 2022 - 10:11PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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):
August 10, 2022 (July 21, 2022)
OPAL Fuels Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40272 |
|
98-1578357 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
One North Lexington Avenue, Suite 1450
White Plains, NY 10601
(Address of principal executive offices)
(914) 705-4000
(Registrant’s telephone number, including
area code)
(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 |
| Class A Common Stock, par value $0.0001 per share |
|
OPAL |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock |
|
OPALW |
|
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.
INTRODUCTORY NOTE
This Current Report on Form 8-K/A (“Amendment
No. 1”) amends the Current Report on Form 8-K of OPAL Fuels Inc., a Delaware corporation (the “Company”)
filed on July 27, 2022 (the “Original Report”), in which the Company reported, among other events, the completion
of the Business Combination. Capitalized terms used in this Current Report and not defined herein have the meaning ascribed to them in
the Original Report.
The Company is filing this Amendment No. 1 in
order to include:
| (a) | the Company’s restated certificate of incorporation
following the Closing; |
| (b) | the unaudited condensed consolidated financial statements of Opal Fuels LLC, a Delaware limited
liability company (“OPAL Fuels”) as of June 30, 2022 and for the six months ended June 30, 2022 and 2021
as Exhibit 99.1; |
| (c) | the Management’s Discussion and Analysis of Financial
Condition and Results of Operations of OPAL Fuels for the six months ended June 30 2022 and 2021 as Exhibit 99.2; and |
| (d) | the unaudited pro forma condensed combined financial information of
ArcLight and OPAL Fuels as of and for the six months ended June 30, 2022 and the year ended December 31, 2021 as Exhibit 99.3. |
Additionally, the Introductory Note to the Original
Report is revised to state that:
(1) pursuant
to the Domestication each issued and outstanding unit of ArcLight that had not been previously separated into the underlying Class A ordinary
shares of ArcLight and the underlying warrants of ArcLight upon the request of the holder thereof prior to the Domestication was cancelled
and entitled the holder thereof to one share of New OPAL Class A common stock and one-fifth of one New OPAL warrant; and
(2) the
New OPAL Class A common stock and New OPAL warrants commenced trading on the Nasdaq Capital Market
(“Nasdaq”) under the symbols “OPAL” and “OPALW,” respectively, on July 22, 2022, subject
to ongoing review of New OPAL’s satisfaction of all listing criteria following the Business Combination.
This Amendment No. 1 does not amend any other
item of the Original Report. The information previously reported or filed with the Original Report is incorporated by reference to this
Amendment No. 1.
Item 8.01. Other Events.
On August 8, 2022, the Company filed with the
Secretary of State of Delaware (the “DE SOS”), a certificate of correction (the “Certificate of
Correction”) to the Company’s certificate of incorporation filed with the DE SOS on July 21, 2022 (the “Original
COI”). The Certificate of Correction corrected (i) the number of authorized shares of the Company’s stock set forth
in the Original COI and (ii) a reference to an extrinsic document referred to in the Original COI. The Company’s certificate of
incorporation, as so corrected, is included as Exhibit 3.1.
Item 9.01. Financial Statement and Exhibits.
| (a) | Financial
statements of businesses acquired. |
The condensed consolidated financial
statements of OPAL Fuels as of June 30, 2022 (unaudited) and for the six months ended June 30, 2022 and 2021 (unaudited) and the related
notes, are attached as Exhibit 99.1 hereto and are incorporated herein by reference.
| (b) | Pro
forma financial information. |
The unaudited pro forma condensed combined
financial information of the Company as of June 30, 2022 and for the six months ended June 30, 2022 and the year ended December 31, 2021
is filed as Exhibit 99.3 and is incorporated herein by reference.
SIGNATURES
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.
| Date: August 10, 2022 |
|
| |
|
| |
OPAL Fuels Inc. |
| |
|
| |
By: |
/s/ Ann Anthony |
| |
|
Name: Ann Anthony |
| |
|
Title: Chief Financial Officer |
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