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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ArcLight Clean Transition Corporation II | NASDAQ:ACTD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.60 | 7.32 | 7.85 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
001-40272
|
98-1578357
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
||
200 Clarendon Stree
t, 55th Floor Boston, MA
|
02116
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and
one-fifth
of one redeemable warrant
|
ACTDU
|
The Nasdaq Stock Market LLC
|
||
Class A Ordinary Shares included as part of the units
|
ACTD
|
The Nasdaq Stock Market LLC
|
||
Redeemable warrants included as part of the
|
ACTDW
|
The Nasdaq Stock Market LLC
|
||
units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Assets
|
||||
Current assets:
|
||||
Cash
|
$ | 1,092,857 | ||
Prepaid expenses
|
1,041,828 | |||
|
|
|||
Total current assets
|
2,134,685 | |||
Investments held in Trust Account
|
311,171,488 | |||
|
|
|||
Total Assets
|
$
|
313,306,173
|
|
|
|
|
|||
Liabilities and Shareholders’ Deficit:
|
||||
Current liabilities:
|
||||
Accounts payable
|
$ | 200,000 | ||
Accrued expenses
|
77,565 | |||
|
|
|||
Total current liabilities
|
277,565 | |||
Deferred legal fees
|
592,358 | |||
Deferred underwriting commissions
|
10,890,707 | |||
Derivative warrant liabilities
|
16,991,180 | |||
|
|
|||
Total liabilities
|
28,751,810 | |||
Commitments and Contingencies
|
||||
Class A ordinary shares subject to possible redemption;
31,116,305
shares at redemption value of $10.00
|
311,163,050 | |||
S
hareholders’
D
eficit
:
|
||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 500,000,000
shares authorized (excluding 31,116,305 shares subject to possible redemption)
|
— | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,779,076 shares issued and outstanding
|
778 | |||
Additional
paid-in
capital
|
— | |||
Accumulated deficit
|
(26,609,465 | ) | ||
|
|
|||
Total shareholders’ deficit
|
(26,608,687 | ) | ||
|
|
|||
Total Liabilities and Shareholders’ Deficit
|
$
|
313,306,173
|
|
|
|
|
For the three
months ended September 30, 2021 |
For the period
January 13, 2021 (inception) through September 30, 2021 |
|||||||
General and administrative expenses
|
$ | 750,307 | $ | 1,273,196 | ||||
|
|
|
|
|||||
Loss from operations
|
(750,307 | ) | (1,273,196 | ) | ||||
Other income (expense)
|
||||||||
Change in fair value of derivative warrant liabilities
|
8,958,980 | (1,995,420 | ) | |||||
Financing costs - warrant liabilities
|
— | (462,620 | ) | |||||
Net gain on investments held in Trust Account
|
3,981 | 8,438 | ||||||
|
|
|
|
|||||
Total other income (expense)
|
8,962,961 | (2,449,602 | ) | |||||
|
|
|
|
|||||
Net loss
|
$ | 8,212,654 | $ | (3,722,798 | ) | |||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock, basic and diluted
|
31,116,305 | 23,275,976 | ||||||
|
|
|
|
|||||
Basic and diluted net Income (loss) per ordinary share
|
$ | 0.21 | $ | (0.12 | ) | |||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock, basic and diluted
|
7,779,076 | 7,551,277 | ||||||
|
|
|
|
|||||
Basic and diluted net Income (loss) per ordinary share
|
$ | 0.21 | $ | (0.12 | ) | |||
|
|
|
|
|
|
Ordinary Shares
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
||||||||
|
|
Class B
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Shareholders’
|
|
||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
|||||
Balance—January 13, 2021 (inception)
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||
Issuance of Class B ordinary shares to Sponsor
|
7,906,250 | 791 | 24,209 | — | 25,000 | |||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption
|
— | — | (199,953 | ) | (22,886,667 | ) | (23,086,620 | ) | ||||||||||||
Sale of private placement warrants to Sponsor less fair value of private warrants
|
|
|
|
|
|
|
|
|
|
|
175,731
|
|
|
|
|
|
|
|
175,731
|
|
Forfeiture of Class B ordinary shares from Sponsor
|
(127,174 | ) | (13 | ) | 13 | — | — | |||||||||||||
Net loss
|
— | — | — | (319,783 | ) | (319,783 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—March 31, 2021 (unaudited)
|
|
7,779,076
|
|
$
|
778
|
|
$
|
—
|
|
$
|
(23,206,450
|
)
|
$
|
(23,205,672
|
)
|
|||||
Net loss
|
— | — | — | (11,615,669 | ) | (11,615,669 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—June 30, 2021 (unaudited)
|
|
7,779,076
|
|
$
|
778
|
|
$
|
—
|
|
$
|
(34,822,119
|
)
|
$
|
(34,821,341
|
)
|
|||||
Net loss
|
— | — | — | 8,212,654 | 8,212,654 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—September 30, 2021 (unaudited)
|
|
7,779,076
|
|
$
|
778
|
|
$
|
—
|
|
$
|
(26,609,465
|
)
|
$
|
(26,608,687
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (3,722,798 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares
|
25,000 | |||
General and administrative expenses paid by related party under promissory note
|
26,800 | |||
Change in fair value of derivative warrant liabilities
|
1,995,420 | |||
Financing costs—warrant liabilities
|
462,620 | |||
Net gain on investments held in Trust Account
|
(8,438 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(1,041,828 | ) | ||
Accrued expenses
|
7,565 | |||
Deferred legal fees
|
592,358 | |||
|
|
|||
Net cash used in operating activities
|
(1,663,301 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Cash deposited in Trust Account
|
(311,163,050 | ) | ||
|
|
|||
Net cash used in investing activities
|
(311,163,050 | ) | ||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from note payable to related party
|
100 | |||
Repayment of note payable to related party
|
(171,742 | ) | ||
Proceeds received from initial public offering
|
311,163,050 | |||
Proceeds received from private placement
|
9,223,261 | |||
Offering costs paid
|
(6,295,461 | ) | ||
|
|
|||
Net cash provided by financing activities
|
313,919,208 | |||
|
|
|||
Net increase in cash
|
1,092,857 | |||
Cash—beginning of the period
|
|
—
|
|
|
|
|
|||
Cash—end of the period
|
$
|
1,092,857
|
|
|
|
|
|||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Offering costs included in accounts payable
|
$ | 200,000 | ||
Offering costs included in accrued expenses
|
$ | 70,000 | ||
Offering costs paid by related party under promissory note
|
$ | 144,842 | ||
Deferred underwriting commissions
|
$ | 10,890,707 | ||
Forfeiture of Class B ordinary shares from Sponsor
|
$ | 13 |
• |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
For the period January 13, 2021
|
||||||||||||||||
For the Three Months Ended
|
(inception) through September 30,
|
|||||||||||||||
September 30, 2021
|
2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income (loss) per common share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss)
|
$ | 6,570,123 | $ | 1,642,531 | $ | (2,810,882 | ) | $ | (911,916 | ) | ||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average common shares outstanding
|
31,116,305 | 7,779,076 | 23,275,976 | 7,551,277 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per common share
|
$ | 0.21 | $ | 0.21 | $ | (0.12 | ) | $ | (0.12 | ) | ||||||
|
|
|
|
|
|
|
|
Gross Proceeds
|
$ | 311,163,050 | ||
Less:
|
— | |||
Offering costs allocated to Class A shares subject to possible redemption
|
(17,138,390 | ) | ||
Proceeds allocated to Public Warrants at issuance
|
(5,948,230 | ) | ||
Plus:
|
||||
Accretion on Class A ordinary shares subject to possible redemption amount
|
22,086,620 | |||
|
|
|||
Class A ordinary shares subject to possible redemption
|
$
|
311,163,050
|
|
|
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and
|
• |
if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
• |
if the closing price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Quoted
|
||||||||||||
Prices
|
Significant
|
Significant
|
||||||||||
in
|
Other
|
Other
|
||||||||||
Active
|
Observable
|
Unobservable
|
||||||||||
Markets
|
Inputs
|
Inputs
|
||||||||||
Description
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$ | 311,171,488 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities-public
|
$ | 6,845,590 | $ | — | $ | — | ||||||
Derivative warrant liabilities-private
|
$ | — | $ | — | $ | 10,145,590 |
March 22,
|
September
|
|||||||
2021
|
30, 2021
|
|||||||
Share price
|
$ | 9.81 | $ | 9.76 | ||||
Volatility
|
14.3 | % | 15.5 | % | ||||
Expected life of the options to convert
|
6.53 | 6.00 | ||||||
Risk-free rate
|
1.2 | % | 1.1 | % | ||||
Dividend yield
|
— | — |
Public
|
Private
|
Total
|
||||||||||
Derivative warrant liabilities at January 13, 2021 (inception)
|
$ | — | $ | — | $ | — | ||||||
Issuance of Public and Private Warrants
|
5,948,230 | 9,047,530 | 14,995,760 | |||||||||
Change in fair value of derivative warrant liabilities
|
(146,580 | ) | (124,580 | ) | (271,160 | ) | ||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities at March 31, 2021
|
5,801,650 | 8,922,950 | 14,724,600 | |||||||||
Change in fair value of derivative warrant liabilities
|
4,653,430 | 6,572,130 | 11,225,560 | |||||||||
Transfer to Level 1
|
(10,455,080 | ) | — | (10,455,080 | ) | |||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities at June 30, 2021
|
— | 15,495,080 | 15,495,080 | |||||||||
Change in fair value of derivative warrant liabilities
|
— | (5,349,490 | ) | (5,349,490 | ) | |||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities at September 30, 2021
|
$
|
—
|
|
$
|
10,145,590
|
|
$
|
10,145,590
|
|
|||
|
|
|
|
|
|
ARCLIGHT CLEAN TRANSITION CORP. II
|
||
By: |
/s/ John F. Erhard
|
|
Name: | John F. Erhard | |
Title: | Chief Executive Officer |
1 Year ArcLight Clean Transitio... Chart |
1 Month ArcLight Clean Transitio... Chart |
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