CUSIP
NO. 68347P 103 |
|
|
|
SCHEDULE
13D |
1 |
NAMES
OF REPORTING PERSONS
Mark
Comora |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
|
8 |
SHARED
VOTING POWER
145,279,637
shares
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED
DISPOSITIVE POWER
145,279,637
shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,279,637
shares |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.7%1
|
14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | All
ownership percentages in this schedule are calculated based on an aggregate of 25,171,390
shares of Class A common stock of OPAL Fuels Inc. (the “Issuer”) outstanding
and 144,399,037 shares of Class D common stock of the Issuer outstanding, in each case as
set forth in the current report on Form 8-K filed by the Issuer with the Securities and Exchange
Commission on July 27, 2022 (the “Closing Form 8-K”). |
CUSIP
NO. 68347P 103 |
|
|
|
SCHEDULE
13D |
1 |
NAMES
OF REPORTING PERSON
OPAL
HoldCo LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
|
8 |
SHARED
VOTING POWER
142,377,450
shares
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED
DISPOSITIVE POWER
142,377,450
shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,377,450
shares |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.0% |
14 |
TYPE
OF REPORTING PERSON
HC |
CUSIP
NO. 68347P 103 |
|
|
|
SCHEDULE
13D |
1 |
NAMES
OF REPORTING PERSON
Hillman
RNG Investments, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
|
8 |
SHARED
VOTING POWER
2,021,587
shares
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED
DISPOSITIVE POWER
2,021,587
shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,021,587
shares |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% |
14 |
TYPE
OF REPORTING PERSON
HC |
CUSIP
NO. 68347P 103 |
|
|
|
SCHEDULE
13D |
1 |
NAMES
OF REPORTING PERSON
Fortistar
LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
|
8 |
SHARED
VOTING POWER
880,600
shares
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED
DISPOSITIVE POWER
880,600
shares
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
880,600
shares
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
14 |
TYPE
OF REPORTING PERSON
HC |
Item 1. Security and Issuer.
This Schedule 13D (this “Statement”)
relates to the Class A common stock, par value $0.0001 per share, of the Issuer. The principal executive office of the Issuer is
located at One North Lexington Avenue, Suite 1450, White Plains, New York 10601.
Item 2. Identity and Background.
(a) This Statement is
being filed jointly on behalf of (i) Mark Comora, (ii) OPAL HoldCo LLC, (iii) Hillman RNG Investments, LLC, and (iv) Fortistar
LLC (together, the “Reporting Persons”). Each Reporting Person disclaims beneficial ownership of all securities reported in
this Statement except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported
herein as being held directly by such Reporting Person.
(b) The business address
of each of the Reporting Persons is c/o OPAL Fuels Inc., One North Lexington Avenue, Suite 1450, White Plains, New York 10601.
(c) Mark Comora is the
Chairman of the Board of Directors of the Issuer. Mr. Comora is President of Fortistar Renewables LLC, which is the Manager
of OPAL HoldCo LLC, and the President and Sole Member of Fortistar LLC. Mr. Comora is also the President of OPAL HoldCo LLC. Mr. Comora
controls, through Fortistar LLC and various of its subsidiaries, Hillman Power Company L.L.C., which is the Managing Member of Hillman
RNG Investments, LLC. Accordingly, Mr. Comora controls Fortistar LLC and, through Fortistar LLC and various other subsidiaries of Fortistar
LLC, controls OPAL Holdco LLC and Hillman RNG Investments, LLC.
(d)–(e) During
the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mark Comora is a
citizen of the United States of America. OPAL HoldCo LLC, Hillman RNG Investments, LLC and Fortistar LLC are each a limited liability
company organized under the laws of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
On July 21, 2022, ArcLight
Clean Transition Corp. II, a blank check company incorporated as a Cayman Islands exempted company with limited liability (“ArcLight”
and after consummation of the Business Combination identified herein, the “Issuer”), consummated the previously announced
business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of
December 2, 2021, by and among ArcLight, OPAL Fuels LLC, a Delaware limited liability company (“OPAL Fuels”), and OPAL HoldCo
LLC. The Business Combination is described in more detail in the Closing Form 8-K.
In connection with the Business
Combination (the “Closing”), OPAL Holdco LLC received an aggregate of 142,377,450 shares of Class D common stock, par value
$.0001 per share, of the Issuer (the “Class D Common Stock”), and Hillman RNG Investments, LLC received an aggregate of 2,021,587
shares of Class D common stock of the Issuer. These share counts for the Class D common stock exclude an aggregate of up to 9,657,625
shares of Class D common stock potentially issuable to OPAL Holdco LLC in connection with certain earnout provisions contained in the
Business Combination Agreement, which are described in more detail in the Closing Form 8-K, and up to 137,127 shares of Class D common
stock potentially issuable to Hillman RNG Investments, LLC in connection with certain earnout provisions contained in the Business Combination
Agreement, which described in more detail in the Closing Form 8-K.
The Class A common stock
entitles each holder thereof to one vote per share. The Class D common stock does not have any economic value (but is paired with Class
B Common Units of OPAL Fuels LLC) and entitles each holder thereof to five votes per share. The Class A common stock and Class D common
stock of the Issuer (as well as the Class B common stock and Class C common stock outstanding, if any) vote together as a single class
on all matters on which stockholders generally are entitled to vote. The Class D common stock is exchangeable and then convertible into
Class A common stock, pursuant to and in accordance with the Certificate of Incorporation of the Issuer, which is Exhibit 2 of this Schedule
13D, and the Second Amended and Restated Limited Liability Company Agreement of OPAL Fuels LLC, which is Exhibit 3 of this Schedule 13D.
Also in connection with the
Closing, Fortistar LLC purchased 880,600 shares of the Issuer’s Class A common stock at a purchase price of $10.00 per share, for
an aggregate purchase price of $8,806,000. This purchase was made in connection with the private placement of an aggregate of 11,080,600
shares of Class A common stock sold for $10.00 per share to institutional and accredited investors pursuant to subscription agreements,
which is described in more detail in the Closing Form 8-K.
Item 4. Purpose of Transaction.
The
information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares
of the Issuer’s Class A common stock and Class D common stock beneficially owned by the Reporting Persons, as reported in this
Schedule 13D, were received in connection with the Business Combination.
As
of the date of this filing, the Reporting Persons have voting control over more than 90% of the outstanding shares of all classes of common
stock of the Issuer (including the Class A common stock and Class D common stock). As such, one or more of the Reporting Persons could
elect a majority of the board of directors of the Issuer, and could thus indirectly control most aspects of the Issuer’s business.
In addition, Mark Comora is the Chairman of the board of directors of the Issuer and, in such capacity, may have influence over the corporate
and business activities of the Issuer.
Except as described in this
Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting
Persons, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop
such plans and may seek to influence management of the Issuer or its board of directors with respect to the business and affairs of the
Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
On the Closing Date, in connection
with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, the Issuer entered into a
tax receivable agreement (the “Tax Receivable Agreement”) with Hillman RNG Investments, LLC, OPAL Holdco LLC and certain other
stockholders of the issuer (the “TRA Participants”). Pursuant to the Tax Receivable Agreement, the Issuer is required to pay
the TRA Participants 85% of the amount of savings, if any, in U.S. federal, state and local income tax that the Issuer actually realizes
(computed using certain simplifying assumptions) as a result of the increases in tax basis and certain other tax benefits related to any
exchanges of OPAL Fuels LLC Class B Common Units (together with voting shares of the Issuer) for the Issuer’s Class A common stock
or Class C common stock. The Tax Receivable Agreement is Exhibit 4 to this Schedule 13D.
On the Closing Date, in connection
with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, the Issuer, OPAL Holdco LLC,
Hillman RNG Investments, LLC and certain other stockholders of the Issuer (collectively the “New OPAL Holders”) entered into
an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, the Issuer provided
the New OPAL Holders certain registration rights with respect to certain shares of the Issuer’s Class A common stock held by them
or otherwise issuable to them pursuant to the Business Combination Agreement, the Second A&R LLC Agreement or the Certificate of Incorporation
of the Issuer and the New OPAL Holders agreed not to transfer, sell, assign or otherwise dispose of their shares of Class A common stock
for up to 180 days following the Closing, subject to certain exceptions. The Investor Rights Agreement is Exhibit 5 to this Schedule 13D.
The foregoing descriptions
of the Tax Receivable Agreement and the Investor Rights Agreement do not purport to be complete and are qualified in their entirety by
the full text of such agreements, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) See responses
to Items 11 and 13 on the cover page.
(b) See responses to
Items 7, 8, 9 and 10 on the cover page.
(c) Except as set forth in
this Schedule 13D, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Class
A common stock or Class D common stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D.
(d) Except as described
in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of the Class A common stock or Class D common stock of the Issuer beneficially
owned by the Reporting Persons as reported in this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The shares of Class D
common stock indirectly held by Mark Comora through Hillman are pledged to a bank in connection with certain indebtedness owing to such
bank.
Except as described herein,
there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 above
or between such person and any other person with respect to any securities of the Issuer.
Each of the disclosures in
Item 4 is incorporated herein.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry
and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 29, 2022 |
/s/ John Coghlin, as Attorney-in-Fact |
|
Mark Comora |
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OPAL HoldCo LLC |
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By: |
/s/ John Coghlin, as Attorney-in-Fact |
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Hillman RNG Investments, LLC |
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By: |
/s/ John Coghlin, as Attorney-in-Fact |
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Fortistar LLC |
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By: |
/s/ John Coghlin, as Attorney-in-Fact |
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