SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

ArcLight Clean Transition Corp. II
(Name of Issuer)
 

Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
 

G0R21B104
(CUSIP Number)
 

December 31, 2021
(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. G0R21B104 13G/A Page 2 of 11 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0
6

SHARED VOTING POWER

1,313,400
7

SOLE DISPOSITIVE POWER

0
8

SHARED DISPOSITIVE POWER

1,313,400
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,313,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.22%
12

TYPE OF REPORTING PERSON

PN
         

 

 

CUSIP No. G0R21B104 13G/A Page 3 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Adage Capital Partners GP, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0
6

SHARED VOTING POWER

1,313,400
7

SOLE DISPOSITIVE POWER

0
8

SHARED DISPOSITIVE POWER

1,313,400
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,313,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.22%
12

TYPE OF REPORTING PERSON

OO
         

 

 

CUSIP No. G0R21B104 13G/A Page 4 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Adage Capital Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0
6

SHARED VOTING POWER

1,313,400
7

SOLE DISPOSITIVE POWER

0
8

SHARED DISPOSITIVE POWER

1,313,400
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,313,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.22%
12

TYPE OF REPORTING PERSON

OO
         

 

 

CUSIP No. G0R21B104 13G/A Page 5 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Robert Atchinson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0
6

SHARED VOTING POWER

1,313,400
7

SOLE DISPOSITIVE POWER

0
8

SHARED DISPOSITIVE POWER

1,313,400
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,313,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.22%
12

TYPE OF REPORTING PERSON

IN
         

 

 

CUSIP No. G0R21B104 13G/A Page 6 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Phillip Gross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0
6

SHARED VOTING POWER

1,313,400
7

SOLE DISPOSITIVE POWER

0
8

SHARED DISPOSITIVE POWER

1,313,400
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,313,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.22%
12

TYPE OF REPORTING PERSON

IN
         

 

 

CUSIP No. G0R21B104 13G/A Page 7 of 11 Pages

 

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is ArcLight Clean Transition Corp. II (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
  The Company’s principal executive offices are located at 200 Clarendon Street, 55th Floor, Boston, Massachusetts 02116.

 

Item 2(a). NAME OF PERSON FILING
  This statement is filed by:

 

  (i) Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the Class A Ordinary Shares directly owned by it;
   
  (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP;
   
  (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A Ordinary Shares directly owned by ACP;
   
  (iv) Robert Atchinson (“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP; and
   
  (v) Phillip Gross (“Mr. Gross”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

 

Item 2(c). CITIZENSHIP
  ACP is a limited partnership organized under the laws of the State of Delaware.  ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.
   

 

CUSIP No. G0R21B104 13G/A Page 8 of 11 Pages

 

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”).

 

Item 2(e). CUSIP NUMBER
  G0R21B104

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).

 
  (g) ¨

A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);

 
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 
  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: Not applicable.

 

 

 

 

CUSIP No. G0R21B104 13G/A Page 9 of 11 Pages

 

Item 4. OWNERSHIP
  A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
    (a) Amount beneficially owned:  1,313,400
    (b) Percent of class:  4.22%.  The percentage set forth in this Schedule 13G/A is calculated based upon the 31,116,305 Class A Ordinary Shares outstanding as of November 5, 2021, as reported in Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November 26, 2021.

    (c) (i) Sole power to vote or direct the vote:  0
      (ii) Shared power to vote or direct the vote: 1,313,400
      (iii) Sole power to dispose or direct the disposition:  0
      (iv) Shared power to dispose or direct the disposition of:  1,313,400

 

ACP has the power to dispose of and the power to vote the Class A Ordinary Shares beneficially owned by it, which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any Class A Ordinary Shares.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.

 

  B. Robert Atchinson and Phillip Gross

 

    (a) Amount beneficially owned:  1,313,400
    (b) Percent of class:  4.22%

 

    (c) (i) Sole power to vote or direct the vote:  0
      (ii) Shared power to vote or direct the vote:  1,313,400
      (iii) Sole power to dispose or direct the disposition:  0
      (iv) Shared power to dispose or direct the disposition:  1,313,400

 

Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Class A Ordinary Shares beneficially owned by ACP.  Neither Mr. Atchinson nor Mr. Gross directly own any Class A Ordinary Shares.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.

 

 

 

 

CUSIP No. G0R21B104 13G/A Page 10 of 11 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.

 

Item 10. CERTIFICATION
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. G0R21B104 13G/A Page 11 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 10, 2022

 

ADAGE CAPITAL PARTNERS, L.P.  
By:  Adage Capital Partners GP, L.L.C.,  
its general partner  
   
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL PARTNERS GP, L.L.C.  
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL ADVISORS, L.L.C.  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ROBERT ATCHINSON  
   
/s/ Robert Atchinson  
ROBERT ATCHINSON, individually  
   
PHILLIP GROSS  
   
/s/ Phillip Gross  
PHILLIP GROSS, individually  

 

 

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