Statement of Ownership (sc 13g)
14 February 2022 - 10:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ArcLight Clean Transition Corp. II
(Name of Issuer)
Class A ordinary shares
(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:
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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 disclosures
provided in a prior cover page.
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The information required on 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).
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1. |
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Names of Reporting Persons
ArcLight CTC Holdings II, L.P.
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2. |
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Check The Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5. |
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Sole Voting Power
0
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6. |
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Shared Voting Power
16,862,337(1)
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7. |
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Sole Dispositive Power
0)
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8. |
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Shared Dispositive Power
16,862,337(1)
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
16,862,337(1)
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10. |
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Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
☐
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11. |
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Percent of Class Represented By Amount in Row (9)
35.15%(2)
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12. |
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Type of Reporting Person (See Instructions)
PN
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Remarks:
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Represents 16,862,337 Class A ordinary shares
acquirable in respect of (i) 7,639,076 Class B ordinary
shares, par value $0.0001 per share (“Class B Shares”),
convertible one-for-one into the Issuer’s
Class A ordinary shares at the time of the Issuer’s initial
business combination, or earlier at the option of the holder and
(ii) 9,223,261 private placement warrants to acquire Class A
ordinary shares upon payment of $11.50 per share (“Private
Placement Warrants”), commencing 30 days after completion of the
Issuer’s initial business combination.
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| (2) |
Calculated based on (i) 31,116,305 Class A
ordinary shares outstanding as of November 5, 2021 as reported
on the Issuer’s Form 10-Q,
filed on November 5, 2021, and (ii) 16,862,337 Class A
ordinary shares issuable in connection with the Class B Shares
and Private Placement Warrants.
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13. |
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Names of Reporting Persons
Daniel R. Revers
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14. |
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Check The Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☐
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15. |
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SEC Use Only
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16. |
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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17. |
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Sole Voting Power
0
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18. |
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Shared Voting Power
16,862,337(1)
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19. |
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Sole Dispositive Power
0
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20. |
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Shared Dispositive Power
16,862,337(1)
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21. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
16,862,337(1)
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22. |
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Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
☐
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23. |
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Percent of Class Represented By Amount in Row (9)
35.15%(2)
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24. |
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Type of Reporting Person (See Instructions)
IN
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Remarks:
| (1) |
Represents 16,862,337 Class A ordinary shares
acquirable in respect of (i) 7,639,076 Class B ordinary
shares, par value $0.0001 per share (“Class B Shares”),
convertible one-for-one into the Issuer’s
Class A ordinary shares at the time of the Issuer’s initial
business combination, or earlier at the option of the holder and
(ii) 9,223,261 private placement warrants to acquire Class A
ordinary shares upon payment of $11.50 per share (“Private
Placement Warrants”), commencing 30 days after completion of the
Issuer’s initial business combination.
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| (2) |
Calculated based on (i) 31,116,305 Class A
ordinary shares outstanding as of November 5, 2021 as reported
on the Issuer’s Form 10-Q,
filed on November 5, 2021, and (ii) 16,862,337 Class A
ordinary shares issuable in connection with the Class B Shares
and Private Placement Warrants.
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Item 1(a). |
Name of Issuer
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ArcLight Clean Transition Corp. II (the “Issuer”)
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Item 1(b). |
Address of the Issuer’s Principal Executive
Offices
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C/O ArcLight Clean Transition Corp. II
200 Clarendon Street, 55th Floor
Boston, MA 02116
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Item 2(a). |
Names of Persons Filing
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This statement is filed by ArcLight CTC Holdings II, L.P. and
Daniel R. Revers, referred to herein as the “Reporting
Persons.”
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Item 2(b). |
Address of the Principal Business Office, or if
none, Residence:
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C/O ArcLight Clean Transition Corp.
200 Clarendon Street, 55th Floor
Boston, MA 02116
See responses to Item 4 on each cover page.
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Item 2(d). |
Title of Class of Securities
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Class A ordinary shares, par value $0.0001
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(n):
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Not Applicable.
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(a) |
Amount beneficially owned:
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See response to Item 9 on each cover page.
See response to Item 11 on each cover page.
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(c) |
Number of shares as to which the Reporting Person
has:
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(i) |
Sole power to vote or to direct the vote:
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See responses to Item 5 on each cover page.
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(ii) |
Shared power to vote or to direct the vote:
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See responses to Item 6 on each cover page.
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(iii) |
Sole power to dispose or to direct the disposition
of:
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See responses to Item 7 on each cover page.
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(iv) |
Shared power to dispose or to direct the
disposition of:
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See responses to Item 8 on each cover page.
The securities reported herein are held directly by ArcLight CTC
Holdings II, L.P. (the “Sponsor”). Daniel R. Revers has voting and
investment discretion with respect to the securities held by the
the Sponsor. The filing of this Statement shall not be
construed as an admission that the Reporting Persons are, for the
purpose of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any securities covered by this Statement.
| Item 5. |
Ownership of Five Percent or Less of a
Class
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Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding
Company
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the
Group
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: February 11, 2022
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ArcLight CTC Holdings II, L.P.
By: ACTC Holdings GP II, LLC, its General Partner
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| By: |
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/s/ Daniel
R. Revers |
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Name:Daniel R. Revers |
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Title:President |
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| /s/ Daniel
R. Revers |
| Daniel R. Revers |
EXHIBIT LIST
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| Exhibit A |
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Joint Filing Agreement,
dated as of February 11, 2022. |
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