Current Report Filing (8-k)
May 14 2021 - 4:20PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_____________________________________________________
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):
May 14, 2021
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ARCLIGHT CLEAN TRANSITION CORP.
(Exact name of registrant as specified in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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001-39546
(Commission
File Number)
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98-1551379
(IRS Employer
Identification Number)
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200 Clarendon Street, 55th Floor
Boston, MA, 02116
(Address of principal executive offices)
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(617) 531-6300
Registrant’s telephone number, including area
code
Not Applicable
(Former name or former address, if changed since
last report)
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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:
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☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
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ACTCU
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The Nasdaq Stock Market LLC
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Class A Ordinary Shares included as part of the units
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ACTC
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The Nasdaq Stock Market LLC
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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
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ACTCW
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The Nasdaq Stock Market LLC
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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. ☐
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Item 7.01.
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Regulation FD Disclosure.
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On May 14, 2021, ArcLight Clean Transition Corp. (“ArcLight”)
issued a press release announcing, among other things, the following: (i) the effectiveness of its registration statement on Form S-4
(File No. 333-252674) (as amended, the “Registration Statement”) and related proxy statement and prospectus in connection
with its previously announced business combination (“Business Combination”) with Proterra Inc (“Proterra”), (ii)
June 11, 2021 as the date of the extraordinary general meeting of ArcLight’s shareholders (the “Extraordinary General Meeting”)
to be held to consider and approve the Business Combination and (iii) the commencement of mailing the definitive proxy statement (the
“Definitive Proxy Statement”) and related materials.
A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes
of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated
by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the
Business Combination, 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. 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 are being mailed to ArcLight’s shareholders who were
holders of record as of May 4, 2021. The documents filed by ArcLight with the SEC may 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.
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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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ARCLIGHT CLEAN TRANSITION CORP.
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By:
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/s/ John F. Erhard
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Name:
Title:
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John F. Erhard
President and Chief Executive Officer
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Dated: May 14, 2021
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