Securities
registered pursuant to Section 12(b) of the Act:
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
1.01.
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Entry
Into A Material Definitive Agreement.
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Merger
Agreement
On
January 11, 2021, ArcLight Clean Transition Corp., a Cayman Islands exempted company (“ArcLight”), entered
into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger
Agreement”), by and among Phoenix Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of ArcLight
(“Phoenix Merger Sub”), and Proterra Inc, a Delaware corporation (“Proterra”).
The
Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of ArcLight and Proterra.
The
Business Combination
The
Merger Agreement provides for, among other things, the following transactions at the closing: (i) ArcLight will become a Delaware
corporation (the “Domestication”), (ii) following the Domestication, Phoenix Merger Sub will merge with and
into Proterra, with Proterra as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned
subsidiary of ArcLight (the “Merger”) and, in connection with the Merger, (iii) ArcLight’s name will
be changed to Proterra Inc. The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are
hereinafter referred to as the “Business Combination”.
The
Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by ArcLight’s
stockholders and the fulfillment of other customary closing conditions.
Business
Combination Consideration
In
accordance with the terms and subject to the conditions of the Merger Agreement, each share of common stock of Proterra, par value
$0.0001 per share (“Proterra Common Stock”), other than any Cancelled Shares (as defined in the Merger Agreement)
and Dissenting Shares (as defined in the Merger Agreement) shall be converted into the right to receive a fraction of a share
of duly authorized, validly issued, fully paid and nonassessable common stock, par value $0.0001 per share, of ArcLight (“ArcLight
Common Stock”) equal to 0.8925 shares of ArcLight Common Stock. In addition to the issuance of ArcLight Common Stock
at the 0.8925 exchange ratio as of closing of the Business Combination, in the event that the closing sale price of ArcLight Common
Stock exceeds certain price thresholds for 20 out of any 30 consecutive trading days during the first five years following the
closing of the Business Combination, up to an additional 22,809,500 shares of ArcLight Common Stock may be issued to the parties
that were holders of Proterra Common Stock immediately prior to the closing of the Business Combination.
Governance
ArcLight
has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing
of the Business Combination, the ArcLight board of directors shall consist of nine directors, which shall be divided into three
classes, which directors shall include the current board of directors of Proterra and one ArcLight designee. Additionally, the
current Proterra management team will move to ArcLight in their current roles and titles.
Representations
and Warranties; Covenants
The
Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions
of this type, including with respect to the operations of ArcLight and Proterra and that each of the parties have undertaken to
procure approval under the under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
In addition, ArcLight has agreed to adopt an equity incentive plan and employee stock purchase plan, as described in the Merger
Agreement.
Conditions
to Each Party’s Obligations
The
obligation of ArcLight and Proterra to consummate the Business Combination is subject to certain closing conditions, including,
but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of
ArcLight’s shareholders, (iii) the approval of Proterra’s shareholders and (iv) the Registration Statement (as defined
below) becoming effective.
In
addition, the obligation of ArcLight to consummate the Business Combination is subject to the fulfillment of other closing conditions,
including, but not limited to, (i) the representations and warranties of Proterra being true and correct to the standards applicable
to such representations and warranties and each of the covenants of Proterra having been performed or complied with in all material
respect, (ii) the aggregate cash proceeds from ArcLight’s trust account, together with the proceeds from the PIPE Financing
(as defined below), equaling no less than $300,000,000 (after deducting any amounts paid to ArcLight shareholders that exercise
their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject
to reimbursement by ArcLight) and (iii) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.
The
obligation of Proterra to consummate the Business Combination is also subject to the fulfillment of other closing conditions,
including, but not limited to, (i) the representations and warranties of ArcLight and Phoenix Merger Sub being true and correct
to the standards applicable to such representations and warranties and each of the covenants of ArcLight having been performed
or complied with in all material respects, (ii) the aggregate cash proceeds from ArcLight’s trust account, together with
the proceeds from the PIPE Financing (as defined below), equaling no less than $350,000,000 (after deducting any amounts paid
to ArcLight shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction
expenses incurred or subject to reimbursement by ArcLight) and (iii) the approval by Nasdaq of ArcLight’s listing application
in connection with the Business Combination.
Termination
The
Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination,
including, but not limited to, (i) by mutual written consent of ArcLight and Proterra, (ii) by ArcLight if the representations
and warranties of Proterra are not true and correct or if Proterra fails to perform any covenant or agreement set forth in the
Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations
or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain
specified time periods, (iii) termination by Proterra if the representations and warranties of ArcLight are not true and correct
or if ArcLight fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing
cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or
agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited
exceptions, by either ArcLight or Proterra if the Business Combination is not consummated by July 11, 2021, (v) by either ArcLight
or Proterra if certain required approvals are not obtained by ArcLight shareholders after the conclusion of a meeting of ArcLight’s
stockholders held for such purpose at which such shareholders voted on such approvals, and (vi) termination by ArcLight if Proterra’s
shareholders do not deliver to ArcLight a written consent approving the Business Combination within ten business days of the Consent
Solicitation Statement (as defined in the Merger Agreement) being disseminated.
If
the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further
obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach or
Fraud (each, as defined in the Merger Agreement).
A
copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference,
and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto. The Merger Agreement
contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger
Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes
of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties
in connection with negotiating such agreement. The representations, warranties and covenants in the Merger Agreement are also
modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual
standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk
among the parties rather than establishing matters as facts. ArcLight does not believe that these schedules contain information
that is material to an investment decision.
PIPE
Financing (Private Placement)
Concurrently
with the execution of the Merger Agreement, ArcLight entered into subscription agreements (the “Subscription Agreements”)
with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors
agreed to subscribe for and purchase, and ArcLight agreed to issue and sell to such investors, immediately following the Closing
(as defined in the Merger Agreement), an aggregate of 41,500,000 shares of ArcLight Common Stock for a purchase price of $10.00
per share, for aggregate gross proceeds of $415,000,000 (the “PIPE Financing”).
The
closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business
Combination. The Subscription Agreements provide that ArcLight will grant the investors in the PIPE Financing certain customary
registration rights.
The
foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference
to the full text of the form of Subscription Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which
are incorporated herein by reference.
Sponsor
Support Agreement
Concurrently
with the execution of the Merger Agreement, ArcLight CTC Holdings, L.P., a Delaware limited partnership (the “Sponsor”),
and other holders of Class B ordinary shares, par value $0.0001 per share, of ArcLight entered into a Sponsor Support Agreement
(the “Sponsor Support Agreement”) with ArcLight and Proterra, pursuant to which the Sponsor and such holders
agreed to, among other things, (i) vote at any meeting of the shareholders of ArcLight all of their ordinary shares held of record
or thereafter acquired in favor of the Proposals (as defined in the Merger Agreement), (ii) be bound by certain other covenants
and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities,
prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor
Support Agreement.
The foregoing description of the Sponsor
Support Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement,
a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
Sponsor
Letter Agreement
Concurrently
with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Letter Agreement (the “Sponsor Letter
Agreement”) with ArcLight and Proterra, pursuant to which the parties thereto agreed to, among other things, (i) certain
vesting and forfeiture terms with respect to 10% of the ArcLight Common Stock beneficially owned by the Sponsor immediately following
the closing, (ii) the lock-up described below and (iii) cause ArcLight’s designee to the ArcLight board of directors to
resign in the event the Sponsor sells, disposes of, transfers or assigns (other than to an affiliate) 50% or more of the ArcLight
Common Stock held beneficially by the Sponsor as of the closing of the Business Combination, in each case, on the terms and subject
to the conditions set forth in the Sponsor Support Agreement.
The foregoing description of the Sponsor
Letter Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Letter Agreement, a
copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Proterra
Stockholder Support Agreements
Concurrently
with the execution of the Merger Agreement, certain stockholders of Proterra representing the requisite votes necessary to approve
the Business Combination entered into support agreements (the “Proterra Support Agreements”) with ArcLight
and Proterra, pursuant to which each such holder agreed to (i) vote at any meeting of the shareholders of Proterra all of its
Proterra Common Stock held of record or thereafter acquired in favor of the Proposals (as defined in the Merger Agreement) and
appoint ArcLight as such holder’s proxy, (ii) be bound by certain other covenants and agreements related to the Business
Combination and (iii) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and
subject to the conditions set forth in Proterra Support Agreement.
The
foregoing description of Proterra Support Agreements is subject to and qualified in its entirety by reference to the full text
of the form of Company Support Agreement, a copy of which is included as Exhibit B to Exhibit 2.1 hereto, and the terms of which
are incorporated herein by reference.
Lock-Ups
The
Sponsor and certain holders of Proterra Common Stock, including its institutional holders and certain of its officers and directors,
immediately prior to the closing of the Business Combination will be subject to post-closing lock-ups with respect to their shares
of ArcLight Common Stock for a period to be agreed between Proterra and ArcLight, but not to exceed 180 days, subject, in each
case, to customary terms.
Amended
and Restated Registration Rights Agreement
At
the closing of the Business Combination, Proterra, the Sponsor and certain stockholders of Proterra will enter into an amended
and restated registration rights agreement (the “Registration Rights Agreement”) pursuant to which, among other
things, the parties thereto will be granted certain customary registrant rights with respect to shares of Proterra Common Stock.
The
foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full
text of the form of Registration Rights Agreement, a copy of which is included as Exhibit D to Exhibit 2.1 hereto, and the terms
of which are incorporated herein by reference.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of
ArcLight Common Stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities
Act in reliance upon the exemption provided in Section 4(a)(2) thereof.
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Item
7.01.
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Regulation
FD Disclosure.
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On
January 12, 2021, ArcLight and Proterra issued a press release announcing their entry into the Merger Agreement. The press release
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished
as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that ArcLight and Proterra
have prepared for use in connection with the announcement of the Business Combination.
The
foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be
subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities
Act or the Exchange Act.
Additional
Information
ArcLight
intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as
amended, the “Registration Statement”), which will include a preliminary proxy statement/prospectus of ArcLight,
in connection with the Business Combination. After the Registration Statement is declared effective, ArcLight will mail a definitive
proxy statement/prospectus and other relevant documents to its stockholders. ArcLight’s stockholders and other interested
persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and definitive
proxy statement/prospectus in connection with ArcLight’s solicitation of proxies for its stockholders’ meeting to
be held to approve the Business Combination because the proxy statement/prospectus will contain important information about ArcLight,
Proterra and the Business Combination. The definitive proxy statement/prospectus will be mailed to stockholders of ArcLight as
of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of
the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, once available, 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.
Alternatively, these documents, when available, can be obtained free of charge 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 in ArcLight’s filings with the SEC, including the Registration Statement to be
filed with the SEC by ArcLight, and such information and names of Proterra’s directors and executive officers will also
be in the Registration Statement to be filed with the SEC by ArcLight, which will include the proxy statement of ArcLight for
the Business Combination.
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. For example, statements
about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive
environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and
market opportunities of Proterra are forward-looking statements. 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.
These
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. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted
against ArcLight, Proterra, the combined company or others following the announcement of the Business Combination; (3) the inability
to complete the Business Combination due to the failure to obtain approval of the shareholders of ArcLight or to satisfy other
conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5)
the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk
that the Business Combination disrupts current plans and operations of Proterra as a result of the announcement and consummation
of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected
by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes
in applicable laws or regulations; (10) the possibility that Proterra or the combined company may be adversely affected by other
economic, business and/or competitive factors; and (11) other risks and uncertainties set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements” in ArcLight’s Registration Statement
on Form S-1 (File No. 333-248625), and which will be set forth in a Registration Statement to be filed by ArcLight with the SEC
in connection with the Business Combination.
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.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
No.
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Description
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2.1†
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Agreement and Plan of Merger, dated as of January 11, 2021, by and among ArcLight Clean Transition Corp., Phoenix Merger Sub, Inc., and Proterra Inc.
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10.1
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Form of Subscription Agreement.
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10.2
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Sponsor Support Agreement, dated as of January 11, 2021, by and among ArcLight CTC Holdings, L.P., ArcLight Clean Transition Corp. and Proterra Inc and certain other parties thereto.
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10.3
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Sponsor Letter Agreement, dated as of January 11, 2021, by and among ArcLight CTC Holdings, L.P., ArcLight Clean Transition Corp. and Proterra Inc and certain other parties thereto.
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99.1
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Press Release, dated January 12, 2021.
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99.2
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Investor Presentation.
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†
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Certain
of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant
agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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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:
January 12, 2021
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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:
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John
F. Erhard
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Title:
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President
and Chief Executive Officer
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