ArcLight Clean Transition Corp. II (NASDAQ:ACTD) announced in an 8-K filing this morning it has signed a forward purchase agreement to prevent 1,900,000 shares from being redeemed.
This is the second piece of news announced by ArcLight II this morning as it also disclosed this morning that its shareholders voted to approve its combination with OPAL Fuels at a shareholder vote on Friday. Meteora Capital Partners and affiliates have agreed to purchase the shares and not redeem any shares it will then hold.
In exchange, Meteora has the right to sell the shares back to the company on the six-month anniversary of close at $10.02 per share. The funding for this re-purchase has been placed in escrow by ArcLight II and if Meteora chooses to instead sell the shares on the open market for a price above $10.02 before this date, the funds are to go to the combined company.
Meteora also stands to receive Arclight’s choice of 112,500 shares in the combined company or $600,000 in cash at the transaction’s close.
SPACs typically arrange funding mechanisms of this sort to ensure they meet their deals’ their minimum cash conditions, but are generally announced before the vote. This move is dated to today, July 18, and therefore appears to have come together after both the redemptions deadline and completion vote, but before combination closing.
The merger’s terms included a $225 million minimum cash condition, but ArcLight II also lined up a $125 million PIPE, anchored by US utility company NextEra Energy (NYSE:NEE).
ArcLight II announced its $1.7 billion combination with OPAL on December 2. White Plains, New York-based OPAL produces and distributes renewable natural gas and electricity from biomethane sources.
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