Filed
by ArcLight Clean Transition Corp. II pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: ArcLight Clean Transition Corp. II
Commission File No. 001-40272
ArcLight
Clean Transition Corp. II and OPAL Fuels Announce Effectiveness of Registration Statement and the July 15 Special Meeting of Shareholders
to Approve Business Combination
BOSTON & WHITE PLAINS, N.Y. – (June 28,
2022) – ArcLight Clean Transition Corp. II (Nasdaq: ACTD) (“ArcLight”), a publicly-traded special purpose acquisition
company, announced today that ArcLight’s registration statement on Form S-4 has been declared effective by the U.S. Securities and
Exchange Commission (“SEC”) relating to the previously announced business combination (the “Business Combination”)
with OPAL Fuels LLC (“OPAL Fuels”), a vertically integrated producer and distributor of renewable natural gas (RNG).
ArcLight
will mail the definitive proxy statement/prospectus (the “Proxy Statement”) to shareholders of record as of the close of
business on June 1, 2022 (the “Record Date”). The Proxy Statement contains a notice and voting instruction form and a proxy
card, relating to ArcLight’s extraordinary general meeting (the “Special Meeting”).
The
Special Meeting to approve the pending Business Combination is scheduled to be held on July 15, 2022, at 9:00 a.m. Eastern Time. The
Special Meeting will be held in virtual format and physically at the offices of Kirkland & Ellis LLP located at 609 Main Street,
Houston, Texas 77002. The Special Meeting can be accessed via live webcast at https://www.cstproxy.com/actcii/2022. If the proposals
at the Special Meeting are approved, the parties anticipate that the Business Combination will close and trading of the combined entity
will commence on the Nasdaq under the new ticker symbol “OPAL” shortly thereafter, subject to the satisfaction or waiver,
as applicable, of all other closing conditions.
Every
shareholder’s vote is important, regardless of the number of shares held. Accordingly, ArcLight requests that each shareholder
complete, sign, date and return a proxy card (online or by mail) as soon as possible and by no later than 11:59 p.m. Eastern Time on
July 14, 2022, to ensure that the shareholder’s shares will be represented at the Special Meeting. Shareholders who hold shares
in “street name” (i.e., those shareholders whose shares are held of record by a broker, bank, or other nominee) should contact
their broker, bank, or nominee to ensure that their shares are voted.
If
any individual ArcLight shareholder does not receive the Proxy Statement, such shareholder should (i) confirm his or her Proxy Statement’s
status with his or her broker or (ii) contact Morrow Sodali LLC, ArcLight’s proxy solicitor, for assistance via e-mail at ACTD.info@investor.morrowsodali.com
or toll-free call at (800) 662-5200. Banks and brokers can place a collect call to Morrow Sodali at (203) 658-9400.
About
OPAL Fuels LLC
OPAL
Fuels LLC is a leading vertically integrated renewable fuels platform involved in the production and distribution of renewable natural
gas (RNG) for the heavy-duty truck market. RNG is a proven low-carbon fuel that is rapidly decarbonizing the transportation industry
now while also significantly reducing costs for fleet owners. OPAL Fuels captures harmful methane emissions at the source and recycles
the trapped energy into a commercially viable, lower-cost alternative to diesel fuel. OPAL Fuels also develops, constructs, and services
RNG and hydrogen fueling stations. As a producer and distributor of carbon-reducing fuel for heavy-duty truck fleets for more than a
decade, the company delivers best-in-class, complete renewable solutions to customers and production partners. To learn more about OPAL
Fuels and how it is leading the effort to capture North America’s harmful methane emissions and decarbonize the transportation industry,
please visit www.opalfuels.com and follow the company on LinkedIn and Twitter at @OPALFuels.
About
ArcLight Clean Transition Corp. II
ArcLight,
led by Chairman Daniel Revers and President and Chief Executive Officer Jake Erhard, is a special purpose acquisition company formed
for the purpose of effecting a capital stock exchange, asset acquisition, share purchase, reorganization, or similar business combination
with one or more businesses focused on opportunities created by the accelerating transition toward sustainable use of energy and natural
resources.
About
Fortistar
Founded
in 1993, Fortistar is a privately-owned investment firm that provides capital to build,
grow and manage companies that address complex sustainability challenges. Fortistar utilizes
its capital, flexibility, and operating expertise to grow high-performing assets, first in independent power projects and now into other
areas that support decarbonization. For more information about Fortistar or its portfolio
companies, please visit: www.fortistar.com and follow the company on LinkedIn.
#
# #
Important
Information and Where to Find It
ArcLight
has filed with the SEC a Registration Statement on Form S-4 (as amended, the “Registration Statement”), which includes
the Proxy Statement, in connection with the Business Combination. ArcLight will mail the Proxy Statement and other relevant documents
to shareholders of ArcLight as of the Record Date. ArcLight’s shareholders and other interested persons are advised to read, the
preliminary proxy statement/prospectus, and amendments thereto, and, when available, the Proxy Statement in connection with ArcLight’s
solicitation of proxies for its shareholders’ meeting to be held to approve the Business Combination because the Proxy Statement
contains important information about ArcLight, OPAL Fuels and the Business Combination. Shareholders will also be able to obtain copies
of the Registration Statement, without 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. II, 200 Clarendon Street, 55th Floor, Boston, MA 02116.
Participants
in the Solicitation
ArcLight,
OPAL Fuels 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 OPAL Fuels’ directors and executive officers, in ArcLight’s filings with the SEC, including the
Registration Statement.
Forward-Looking
Statements
Certain
statements in this communication may be considered forward-looking statements. Forward-looking statements are statements that are not
historical facts and generally relate to future events or ArcLight’s or OPAL Fuels’ future financial or other performance
metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,”
“will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “target,” “plan,” “expect,” or the
negatives of these terms or variations of them or similar terminology. Such forward-looking statement are subject to risks and uncertainties,
which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and
uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements
are based upon estimates and assumptions that, while considered reasonable by ArcLight and its management, and OPAL Fuels and its management,
as the case may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to, various factors beyond management’s control, including general economic
conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in the Registration Statement and other filings with the Securities and Exchange Commission
(SEC), as well as (1) the inability to complete the proposed transaction; (2) factors associated with companies, such as OPAL Fuels,
that are engaged in the production and integration of renewable natural gas (RNG), including anticipated trends, growth rates, and challenges
in those businesses and in the markets in which they operate; (3) macroeconomic conditions related to the global COVID-19 pandemic; (4)
the effects of increased competition; (5) contractual arrangements with, and the cooperation of, landfill and livestock waste site owners
and operators, on which OPAL Fuels operates its landfill gas and livestock waste projects that generate electricity and RNG prices for
environmental attributes, low carbon fuel standard credits and other incentives; (6) the ability to identify, acquire, develop and operate
renewable projects and RNG fueling stations; (7) the failure to realize the anticipated benefits of the proposed transaction, 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 key employees; (8) delays in obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory reviews required to complete the proposed transaction; (9) the outcome of
any legal proceedings that may be instituted in connection with the proposed transaction; (10) the amount of redemption requests made
by ArcLight’s public shareholders; and (11) the ability of the combined company that results from the proposed transaction to issue
equity or equity-linked securities or obtain debt financing in connection with the transaction or in the future. Nothing in this communication
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 in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the
cautionary statements herein. Both ArcLight and OPAL Fuels expressly disclaim any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in ArcLight’s or OPAL Fuels’
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
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 of 1933, as amended.
Contact
information
OPAL
Fuels
Media
Jason
Stewart
Senior
Director Public Relations and Marketing
914-421-5336
jstewart@opalfuels.com
ICR,
Inc.
OPALFuelsPR@icrinc.com
Investors
ICR,
Inc.
OPALFuelsIR@icrinc.com
ArcLight
Clean Transition Corp. II
Investors
Marco
Gatti
Chief
Financial Officer
617-531-6300
investor.relations@arclightclean.com
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