BOSTON, May 14, 2021 /PRNewswire/ -- ArcLight Clean
Transition Corp. (NASDAQ: ACTC) ("ArcLight") today announced that
the U.S. Securities and Exchange Commission ("SEC") has declared
effective the registration statement on Form S-4 of ArcLight (File
No. 333-252674) (as amended, the "Registration Statement"), which
includes a definitive proxy statement/prospectus in connection with
ArcLight's extraordinary general meeting of shareholders (the
"Extraordinary General Meeting") to consider the previously
announced proposed business combination (the "Business
Combination") with Proterra Inc ("Proterra"). Today, ArcLight began
mailing the definitive proxy statement/prospectus and other
relevant documents to shareholders of ArcLight as of the record
date established for voting on the Business Combination.
ArcLight Clean Transition Corp. Announces Registration Statement in
Connection with Proterra Inc.
ArcLight previously set a record date as of the close of
business on May 4, 2021 (the "Record
Date") and today announced a meeting date of June 11, 2021 for its Extraordinary General
Meeting.
Jake Erhard, Chief Executive
Officer of ArcLight, said, "We are entering the final stages of the
transaction process, which will result in Proterra becoming a
public company upon approval of the transaction by ArcLight
shareholders and the satisfaction of the other conditions to the
transaction."
ArcLight's shareholders of record at the close of business on
the Record Date are entitled to receive notice of the Extraordinary
General Meeting and to vote the ordinary shares of ArcLight owned
by them at the Extraordinary General Meeting. The Extraordinary
General Meeting will take place in Houston at 609 Main Street, Houston, Texas 77002 and can also be attended
virtually by visiting
https://www.cstproxy.com/arclightclean/2021.
In connection with the Extraordinary General Meeting, ArcLight's
shareholders that wish to exercise their redemption rights must do
so no later than 9:00 a.m. Central
Time on June 9, 2021 (two
business days before the Extraordinary General Meeting) by
following the procedures specified in the definitive proxy
statement/prospectus for the Extraordinary General Meeting. There
is no requirement that shareholders affirmatively vote for or
against the Business Combination at the Extraordinary General
Meeting in order to redeem their shares for cash.
As announced previously, the Business Combination is to be
effected through ArcLight becoming a Delaware corporation (the "Domestication"),
and Phoenix Merger Sub, Inc., a Delaware corporation and wholly-owned direct
subsidiary of ArcLight merging with and into Proterra, with
Proterra as the surviving company in the merger. After giving
effect to such merger, Proterra will continue as a wholly-owned
subsidiary of ArcLight (the "Merger") and ArcLight's name will be
changed to Proterra Inc. Jake
Erhard, ArcLight's CEO, will serve as a Director of the
Proterra Board of Directors upon the closing. ArcLight's Class A
common stock is currently traded on NASDAQ under the symbol "ACTC."
In connection with the closing of the transaction, Proterra
ordinary shares and warrants will be Nasdaq-listed under the new
ticker symbols "PTRA" and "PTRAW," respectively.
The Record Date determines the holders of ArcLight's Class A
ordinary shares entitled to receive notice of and to vote at the
Extraordinary General Meeting, and at any adjournment or
postponement thereof, whereby shareholders will be asked to approve
and adopt the Business Combination, and such other proposals as
disclosed in the definitive proxy statement included in the
Registration Statement. If the Business Combination is approved by
ArcLight shareholders, ArcLight anticipates closing the Business
Combination shortly after the Extraordinary General Meeting,
subject to the satisfaction or waiver (as applicable) of all other
closing conditions.
A list of ArcLight shareholders entitled to vote at the
Extraordinary General Meeting will be open to the examination of
any ArcLight stockholder, for any purpose germane to the
Extraordinary General Meeting, during regular business hours for a
period of ten calendar days before the Extraordinary General
Meeting.
About Proterra
Proterra is a leader in the design and
manufacture of zero-emission electric transit vehicles and EV
technology solutions for commercial applications. With
industry-leading durability and energy efficiency based on rigorous
U.S. independent testing, Proterra products are proudly designed,
engineered and manufactured in America, with offices in Silicon
Valley, South Carolina, and
Los Angeles. For more information,
visit: http://www.proterra.com and follow us on Twitter
@Proterra_Inc.
About ArcLight Clean Transition Corp.
ArcLight Clean Transition Corp., led by Chairman Daniel Revers, and President and Chief Executive
Officer Jake Erhard, focuses on
market leading companies that facilitate the decarbonization of
industrial, government and consumer segments, targeting large
addressable markets with differentiated technology and sustainable
competitive advantages that enable the creation of substantial
long-term value for shareholders. ArcLight prioritizes companies
led by experienced management teams that embrace the potential to
utilize ArcLight's industry experience to maximize the value to
shareholders.
Additional Information
In connection with the Business Combination, the Registration
Statement has been declared effective by 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.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of ArcLight, Proterra or the combined company, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
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SOURCE ArcLight Clean Transition Corp.