code Proterra Transit businesses. Our to be reputable and reliable. We Our new intellectual property. We buses to customers that use federal money to fund their purchases. Further, we started developing our battery technology in 2015 and did not begin battery pack production in any significant volume until 2017. We result, the operating history of Proterra Transit may not prove to be predictive of the success of Proterra Powered and Proterra Energy. which means that we may have higher costs to procure components, and design, test and manufacture such products in the United States than competitors that are not compliant with Buy America or similar regulations. Our criteria, including technical requirements, reliability, reputation, and price. Even if we are awarded an order, the actual realization and timing of revenue is subject to various contingencies, many of which are beyond our control, including the customer’s interpretation of technical or performance requirements for acceptance, timing and conditions of customer acceptance, and the customer’s reduction, modification, or termination of an order. A customer is not obligated to purchase the electric transit buses and may cancel or modify an award prior to entering into a contract with us. We have in the past, and may statutory protection to protect our proprietary rights. If we do not protect and enforce our intellectual property rights adequately and successfully, our competitive position may suffer, which could adversely affect our business, prospects, financial condition, and operating results. we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to directors, officers, or employees, and limit the market price of our common stock. investors. We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that attention. Unresolved Staff Comments Properties common stock. interruptions. If we are unable to State of the State of Delaware, under which ArcLight was domesticated and continued as a Delaware corporation. On other parties for five years by the customer. At the credit outstanding, using some available capacity. As of December 31, 2020, $0.10 per Warrant. In connection with the RSU activity and related information is as follows: valuation of derivative and warrant liabilities. deferred tax assets (liabilities) are as follows (in thousands): Procedures SEC Division of Corporation Finance's Regulation S-K Compliance & Disclosure Interpretations. Prevent Inspections Directors, 123,101☒ x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2020☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to ARCLIGHT CLEAN TRANSITION CORP.¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Cayman Islands001-3954698-1551379Delaware 98-1551379 (State or other jurisdiction of
incorporation or organization)(Commission File Number)(I.R.S. Employer
Identification Number)200 Clarendon Street, 55th FloorBoston, MA02116No.)1815 Rollins Road principal executive offices)Principal Executive Offices)code: (617) 531-6300Not Applicable(Former name or former address, if changed since last report)Title of Each Class:each classTrading Symbol(s) Trading Symbol:Name of Each Exchangeeach exchange on Which Registered:which registeredUnits, each consisting of one share of Class A ordinary share, 0.0001Common Stock, $0.0001 par value and one-half of one redeemable warrantper sharePTRA ACTCUThe Nasdaq CapitalStock MarketClass A ordinary shares included as part of the unitsACTCThe Nasdaq Capital MarketRedeemable warrants included as part of the unitsACTCWThe Nasdaq Capital Market LLCSecurities registered pursuant to Section 12(g) of the Act: None☐¨ No ☒xExchange Act. Yes ☐o No ☒xregistrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐¨ (§ ☒x No ☐¨company or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ☐xAccelerated filer ☐¨Non-accelerated filer ☒¨Smaller reporting company ☒xEmerging growth company ☒¨☐¨Exchange Act). Yes ☒¨ No ☐As2020,2021, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began trading on The Nasdaq Capital Market (“NASDAQ”) on September 23, 2020 and the registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”), and warrants began trading on NASDAQ on November 13, 2020. The aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares on December 31, 2020, as reported on NASDAQ, was $307,470,000 (basedbased on the closing sales price of $17.11 for shares common stock then listed on the Class A ordinaryNasdaq Global Select Market, was approximately $3.0 billion.20202021.iCERTAIN TERMS(this “Report”), or the context otherwise requires, references to:●“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company adopted prior to the consummation of our initial public offering;●“Companies Law” are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time;●“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that were issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares were not “public shares”);●“management” or our “management team” are to our executive officers and directors;●“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;●“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;●“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);●“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;●“sponsor” are to ArcLight CTC Holdings, L.P., a Delaware limited partnership; and●“we,” “us,” “our,” “company” or “our company” are to Cayman Islands exempted company.Any forfeiture of shares described in this Report will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversionexempted company, prior to the consummation of the Domestication;describedpar value $0.0001 per share, of ArcLight that were initially issued to the Sponsor in a private placement prior to ArcLight’s initial public offering, and, in connection with the Domestication, which automatically converted, on a one-for-one basis, into shares of common stock;will taketo the “Company,” “we,” “us,” “our” and other similar terms refer to Legacy Proterra prior to the Business Combination and to Proterra and its consolidated subsidiaries after giving effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in thisto the Business Combination.will take effect as share capitalizations as a matter of Cayman Islands law.iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Report, including, without limitation, statements under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includescontains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). OurThis Annual Report contains forward-looking statements include, butregarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. We also may provide forward-looking statements in oral statements or other written materials released to the public. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not limited to,historical facts, including statements regarding ourconcerning possible or our management team’s expectations, hopes, beliefs, intentions orassumed future actions, business strategies, regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,results of operations, are forward-looking statements. TheThese statements may be preceded by, followed by or include the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and“believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.expressions. Forward-looking statements contained in this Annual Report may include, for example, statements about:●our ability to complete our proposed initial business combination with Proterra or any other initial business combination;●our expectations around the performance of Proterra or any other prospective target business or businesses;●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;●our potential ability to obtain additional financing to complete our initial business combination;●our pool of prospective target businesses if we do not complete our proposed business with Proterra;●our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;●the ability of our officers and directors to generate additional potential business combination opportunities if we do not complete our proposed business with Proterra;●our public securities’ liquidity and trading;●the lack of a market for our securities prior to our initial public offering;●the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;●the trust account not being subject to claims of third parties; or●our financial performance.The contained in this Report are based on ourinformation available as of the date of this Annual Report, and current expectations, forecasts and beliefs concerning future developmentsassumptions, and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of judgments, risks uncertainties (some of which are beyond our control), or other assumptions that mayand uncertainties. Important factors could cause actual results or performance to bediffer materially different from those expressedindicated or implied by these forward-looking statements. These risksstatements such as those contained in documents we have filed with the Securities and uncertainties include, but areExchange Commission (the “SEC”). Accordingly, forward-looking statements should not limited to, those factors described under the heading “Risk Factors.” Should one or morebe relied upon as representing our views as of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Wesubsequent date, and we do not undertake noany obligation to update or revise any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.iiiOverviewArcLight Clean Transition Corp. isAs a blank check company incorporated asresult of a Cayman Islands exempted entity fornumber of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similarrisks involved in our business combination withand investing in our common stock, see the section entitled “Risk Factors.”businessesof these risks or entities, whichuncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.referare exposed to throughout this Annual Report on Form 10-K as our initial business combination.We intend to pursue opportunities created by the accelerating transition toward sustainable use of energy and natural resources. The renewable energy sector has emerged from a niche source of electricity to be the key driver of growth in the industry, with an estimated $1.5 trillion invested globally between 2015 through 2019 according to IEA. Our sponsor has beennormal course of our business activities. As a leader in identifying this trend and making investments inresult, the renewable energy sector. Our primary areas of focus include products, equipment, services and technologies enabling the continued decarbonizationbelow summary risks do not contain all of the economy. We planinformation that may be important to target companies that serve rapidly growing segments inyou, and you should read the clean energy ecosystem, including renewable power generation, energy storage,summary risks together with the distributed electrical grid, zero-emission transportation, renewable fuels, carbon capture, utilization and storage, zero/low-carbon industrial applications and sustainable manufacturing. We believe that market leaders within these high-impact segments can deliver superior long-term returns to equity investors.Our sponsor is an affiliatemore detailed discussion of ArcLight Capital Partners, LLC (“ArcLight”), one ofrisks set forth following this section under the leading firms focused on energy infrastructure investments in North America. Since inception, ArcLight has been at the forefront of the energy transition, investing $23 billion in 111 platform investments across the energy infrastructure landscape, including approximately 5 gigawatts of renewable generationheading “Risk Factors,” as well as elsewhere in this Annual Report. Additional risks, beyond those summarized below or discussed elsewhere in this Annual Report, may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate. Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with the following:assets withincomponent of commercial vehicle electrification.grid. ArcLight has also extensive exposure to the transportation sector through its investments in multiple fuel supply and logistics companies. ArcLight’s joint venture and transaction counterparties range from some of the largest global corporations to privately-held, entrepreneur-led businesses. We expect that ArcLight’s long-standing operational partner, Consolidated Asset Management Services, LLC (“CAMS”), which is minority-owned by an affiliate of ArcLight and which has a 12 year working relationship with ArcLight, will bring to bear its experience in providing information technology, environmental health and safety, engineering, due diligence and general operating services to the renewable energy sector, as well as its relationships with an extensive network of equipment, services and software providers.We are confident that our sponsor’s extensive track record, established investment team, broad industry relationships and deal-making capabilities give us a distinct advantage to capitalizetransit bus market. With over 800 electric transit buses on the long-term opportunities createdroad, our electric transit buses have delivered more than 25 million cumulative service miles spanning a wide spectrum of climates, conditions, altitudes and terrains. From this experience, we have been able to continue to iterate and improve our technology.ongoing transition toward a cleanhigh-power charging needs of commercial electric vehicles and optimize their energy economy.Proposed MergerOn January 11,usage, while meeting our customers’ space constraints and continuous service requirements. As of December 31, 2021, we entered into anhad installed more than 60 MW of charging infrastructure across North America. and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among ArcLight (and, after the Domestication, Proterra), Phoenix Merger Sub, Inc.,and Legacy Proterra. As contemplated by the Merger Agreement, on June 11, 2021, ArcLight filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ArcLight was domesticated and continues as a Delaware corporation. Further, on June 14, 2021, as contemplated by the Merger Agreement, Proterra consummated the Merger, whereby Phoenix Merger Sub merged with and into Legacy Proterra, the separate corporate existence of Phoenix Merger Sub ceasing and Legacy Proterra being the surviving corporation and a wholly-owned directwholly owned subsidiary of ArcLight (“PhoenixProterra. Legacy Proterra was incorporated in Delaware on February 2, 2010, and upon the Merger Sub”),on June 14, 2021 changed its name to “Proterra Operating Company, Inc.” and Proterra Inc,continues as a Delaware corporation (“Proterra”). The Merger Agreement provides for, among other things, the following transactions at the closing: (i) we will become a Delaware corporation (the “Domestication”), (ii) following the Domestication, Phoenix Merger Sub will merge with andCorporation. Proterra, with Proterra as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of us (the “Merger”) and, in connection with the Merger (iii)Agreement, the PIPE Investors purchased an aggregate of 41,500,000 shares of Proterra common stock concurrently with the Closing of the Business Combination for an aggregate purchase price of $415,000,000.name willgrowth initiatives, including research and development and our next-generation battery program.changedstrung in series up to Proterra Inc.1,200V within a pack. Packs can be combined up to 16 strings in parallel.Domestication,battery enclosure is a rugged structure, built using aluminum extrusions and castings, and may include an aluminum base plate to protect the Mergercells. The module and enclosure architecture are designed to be safe in extreme mechanical and environmental abuse scenarios. We internally test our battery cells, modules, and packs to ensure they meet our durability, cycle life performance, and safety and warranty requirements.other transactions contemplated by510 horsepower DuoPower drivetrains. Both systems utilize three-phase, permanent-magnet, liquid-cooled motors. In contrast to internal combustion engines, electric motors provide high and immediate torque that remains steady whether the Merger Agreement are hereinafter referredmotor is starting from a standing stop or already operating at high speed, helping provide our buses with superior performance to a comparably sized commercial diesel vehicle. Our drivetrains also have significant advantages over traditional powertrains in weight and serviceability. Our motor weighs 90 kilograms, compared to over 800 kilograms for a typical diesel engine, and may be removed in four hours, compared to 12 hours for a standard diesel engine.“Business Combination.”Proterra iscontrol to turn the motor into a high-growth commercial electric vehicle technology leaderregenerative brake, recovering energy back into the battery packs. The drivetrain controller translates the accelerator and brake pedal commands into torque and speed commands for the inverter. The drivetrain also has a number of safety functions, including anti-lock brake system activation, hill-hold features, and programmable responsiveness for both acceleration and regeneration. We believe that multispeed gearboxes, paired with over a decade of production experience. Proterra has designed an end-to-end, flexible technology platform that delivers world-classsmall high-performance motors, provide our customers compelling value, performance, and vehicle range.originalthe equivalent diesel- and natural gas-powered buses. Our electric transit bus uses approximately 75% less energy per mile than the average legacy diesel bus. In a typical transit operation, the total cost of ownership of our bus is lower than diesel, diesel-hybrid, and compressed natural gas-powered vehicles. Our electric transit bus combines a competitive upfront price with low operations and maintenance costs, which we estimate results in a lower total cost of ownership over the lifetime of the vehicle.(OEMs) and end customers. component suppliers, that design and manufacture, or are reported to have plans to design and manufacture, commercial electric vehicle batteries or powertrains;has three complementary businesses:Powered and Energy As of December 31, 2021, Proterra Powered: Delivering industry-leadingPowered had delivered electric vehicle battery systems and electrification solutions to customers in commercial and industrial vehicle manufacturers;segments including school buses, coach buses, delivery trucks, and off-highway equipment. As of December 31, 2021, Proterra Transit: LeadingEnergy had installed more than 60 MW of charging infrastructure across North America.as the market’s #1 electric transit bus OEM; and Proterra Energy: Offering end-to-end turnkeyto overseas customers by boat and if necessary, by air freight.solutions.Consummationsoftware and electric transit buses using a business development team as well as a channel sales team for certain markets. These teams are located in North America and focus on the customers and industries that are likely to adopt commercial vehicle electrification. The sales team for Proterra Powered works closely with the engineering team to develop optimal electrification solutions for our customers, depending on their vehicle requirements. Proterra Transit sells buses through a direct sales force, which is comprised of a small team of sales directors who maintain an active dialogue with the Business Combination is subject to customary conditions, representations, warranties and covenantslargest 400 transit agencies in the Merger Agreement, including, among others, approvalUnited States. Given the well-defined and consolidated nature of our customer base, we are able to cover our market with a lean and focused sales team. We organize our transit sales team by designated geographical regions. Our transit salesstockholderssales process. Our proposals and Proterra’s stockholders, the effectiveness of a registration statement filed with the Securities and Exchange Commission (the “SEC”) in connection with the Business Combination, and other customary closing conditions, including the receipt of certain regulatory approvals. The Business Combination is expected to closecontracts team leads customer engagement in the second quarter of 2021.In accordanceprocurement process, assisting with the terms and subjectdocumentation related to the conditions of the Merger Agreement, each share of common stock ofrequest for information or request for proposal process, as well as detailed customer-specific product configuration. Proterra par value $0.0001 per share (“Energy has a sales team that directly sells to Proterra Common Stock”),Powered and Proterra Transit customers but also responds to requests for proposals from other than any Cancelled Shares (as defined in the Merger Agreement)customers. The Proterra Energy team includes a fleet modeling specialist and Dissenting Shares (as defined in the Merger Agreement) shall be converted into the rightsales engineers to receive a fraction of a share of duly authorized, validly issued, fully paid and nonassessable ordinary shares, par value $0.0001 per share, of ArcLight (“ArcLight Common Stock”) equal to 0.8925 ArcLight Common Stock.help design optimal charging solutions for customers. In addition to the issuance of ArcLight Common Stock atsales teams, we have a government relations team that helps to facilitate our sales effort by building and supporting relationships with public utilities, local governments, the 0.8925 exchange ratio as of closing of the Business Combination, in the event that the closing sale price of ArcLight Common Stock exceeds certain price thresholds for 20 out of any 30 consecutive trading days during the first five years following the closing of the Business Combination, upfederal government, and transit agencies to an additional 22,809,500 shares of ArcLight Common Stock may be issued to the parties that were holders of Proterra Common Stock immediately prior to the closing of the Business Combination.Concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe foreducate these entities about our company and purchase, and we agreed to issue and sell to such investors, immediately following the Closing (as defined in the Merger Agreement), an aggregate of 41,500,000 of our common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $415,000,000 (the “PIPE Financing”). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that we will grant the investors in the PIPE Financing certain customary registration rights. The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreement.The Merger Agreement, related agreements and the Business Combination are further described in the Current Report on Form 8-K filed by the Company on January 12, 2021.Other than as specifically discussed, this report does not assume the closing of the Business Combination.Market OpportunityWe believe that the inexorable global economic transition toward the sustainable use of energy and natural resources presents significant, attractive investment opportunities within existing and emerging industries. Between 2009 and 2019, global non-hydro renewables generation capacity grew by over 1,000 GW, increasing its share of power generation from approximately 3% to approximately 10% according to BP. We believe that over the coming decades the pace and scope of investments will continue to increase exponentially, as the urgency of decarbonizing the economy grows and the number of sectors ripe for transitioning to a sustainable model proliferates. Additionally, the regulatory frameworks incentivizingfacilitate the adoption of sustainable practiceselectric vehicles.technologies,build brand awareness. Our current marketing programs primarily target commercial vehicle OEMs and transit agencies, and include:European Union’s Action Plan on Financing Sustainable GrowthAmerican Public Transportation Association Annual Meeting and related Taxonomy Regulation, are expected to become increasingly favorable to the sectors that we are targeting over time. These trends provide long-term tailwindsAnnual Mobility Conference;companies that develop assetsour demo buses;provide equipment, softwaresuppliers; and services enabling an integrated approach to the continued decarbonization of the economy.As part of this transition, we expect rapidly growing penetration of intermittent renewable resources, distributed generationstorage, and power-intensive distributed applicationsproduct features through marketing collateral such as charging stations, which will in turn require an increase in grid assetsour website, print and technologies, both atdigital brochures, presentation slides, webinars, and videos.utility scaleprimary drivers of our sales leads and at the edge of the network. These changes are poised to create opportunities for the providers of equipment, services and software that facilitate the efficient and customer-focused deployment and management of an evolving and growing electrical infrastructure network and the integrationhave helped us achieve sales with legacy utility operations. Similarly, we anticipate large, sustained opportunities to deploy energy efficiency solutions as part of the upgrading of the building sector in the residential, commercial, industrial and public-sector end markets. relatively low marketing costs.believe that similar opportunities will develop in the water, chemicals, industrial, construction and manufacturing sectors, all of which will require investment and expertise to develop tailored solutions.We also believe that the migration of the transportation sector toward zero-emission vehicles will spurhave made significant investments in electric charging, hydrogen refuelingour development and renewable-fuel production networks. Furthermore, the ongoing re-thinking of transportation across public, privatecustomer engineering teams. These teams provide components, sub-systems and shared mobility solutions, combined with the advent of autonomous driving technologies will create a paradigm shift on the technologyassemblies for our Proterra Powered, Proterra Energy, and infrastructure required to support the circulation of passenger and commercial vehicles.In summary, we believe that innovative, well-managed, market leaders within these high-impact sectors can capitalize on rapid market adoption of technologies capable of enhancing operating efficiencies, performance and convenience to asset owners and end users, delivering superior long-term returns to equity investors.SponsorArcLight is one of the leading firms focused on energy infrastructure investments in North America. Established in 2001 and based in Boston, Massachusetts, ArcLight has invested $23 billion in 111 platform investments across the energy infrastructure landscape since inception. ArcLight’s investors include many of the largest pension funds, sovereign wealth funds, and endowments in the world. ArcLight has a highly experienced investment team complemented bymembers have a broad range of in-house specialistsexpertise from the commercial vehicle, automotive, aerospace, industrial, and consumer goods industries. We also use external advisers. We expect that ArcLight’sengineering consultants in specialized development areas, including custom circuit board layouts, CAD design, and custom gear box and axle development. They support the full suite of resources will be made availableproduct lifecycle from new product innovation to assist us in executing our initial business combination.Having recognized the value of sound stewardshipsustaining engineering, including range improvement, product features, cost reduction, and control, ArcLight’s environmental, social and governance (“ESG”) policies and programs have been evolving since the formal adoption of its ESG Investment Guidelines in 2011. For example, in 2015, ArcLight developed its formal ESG program and since that time has formed an ESGmass optimization. that includes, from time to time, members of our investment, compliance, risk management, and investor relations teams. The ESG team works with ArcLight’s broader team and investments to build ESG awareness and capacity, to gather and report on certain ESG data, and, in a manner consistent with its fiduciary duties to its investors, to identify opportunities to build ESG considerations into ArcLight’s investment and management decisions.ArcLight has owned interests in approximately 5 gigawatts of renewable energy infrastructure, including, at the time of construction, the largest wind project ever developed in the U.S. ArcLight recognizedBurlingame includes battery and charging system engineers with significant industry experience. We have launched several battery and charger families using a rigorous multi-phase process in collaboration with our design and internal manufacturing teams, as well as outside vendors. Key areas of technical focus include battery structure, thermal and battery management systems, charging systems, high voltage power distribution, and embedded electronics. The team uses the importancelatest combined environment durability test methods and rigorous safety testing protocols that are designed to assure product reliability and safe operation.the clean energy transition earlyexperienced sub-teams organized by vehicle technology. Those include body, interior/exterior, chassis, pneumatics, mechanical systems, low and deployed capital to support this core belief through multiple investments in renewables generation, electric grids, automotive refueling infrastructurehigh voltage electrical, thermal systems, controls, embedded electronics and logistics. ArcLight began investing in renewable energy in 2001 and has since invested $4 billion in drivetrain. platforms representing 88 individual renewable projects, including:●Alta Wind: 1,550-megawatt wind development, the largest in the U.S. at the time of construction;●Terra-Gen: Developer, owner and operator of a 653-megawatt portfolio of utility-scale clean energy assets at the time of exit; and●Great River Hydro: 584-megawatt hydroelectric power platform, the largest in New England.ArcLight also has differentiated insights into the electrical grid and the grid’s ongoing evolution to support the increased penetrationrenewables and grid-edge applications. ArcLight has invested in multiple grid assets, including:●Path 15: 1,500-megawatt line upgrade that debottlenecked a critical Southern-to-Northern California power interconnect; and
Contents●Neptune Regional Transmission System: 660-megawatt undersea and underground direct current line that provides more than 20 percent of Long Island’s typical electricity demand
Supply chainFurthermore, ArcLight’s extensive experience in the fuel supply and logistics space provide us with unique and real-time insights into critical factors impacting the successful rollout of biofuels and EV charging infrastructure, including automotive consumer behavior, real estate development and convenience offerings. Representative investments include:●Thorntons, the owner and operator of more than 200 convenience stores and travel centers; and●Gulf, one of the largest branded sales platforms in the automotive industryAs a result of its long-dated presence in the clean energy transition space, ArcLight hasdeepclose relationships with companies, executivesseveral key suppliers, particularly for lithium-ion cells, drivetrain components, charging systems, and intermediariesbus bodies. Our bus bodies are purchased from TPI Composites, Inc. While we obtain some components from multiple sources, in some cases we also purchase significant components used in our products from a single source that we have validated. For our battery cells, we have two qualified suppliers for supply chain resiliency but have only used one of these suppliers, LG Energy Solution, for our current battery system to date. We also operate a cell testing lab where we regularly test new cells from a wide range of global cell manufacturers.will provide us with an advantage in accessing business combination opportunities in the space.expect CAMS, our long-standing operational partner,have established and follow internal quality control processes to make available to us a team of individuals who are highly experienced across the various sectors in which we expect to complete our initial business combination.source suppliers, considering engineering validation, quality, cost, delivery, and lead-time. We have a 12-year working relationship with CAMS, which is minority-owned by an affiliate of ArcLight, and our Chief Operating Officer has been with CAMS since 2013. We also expect CAMS to be an investor in our sponsor upon completion of our initial public offering. Formed in 2007, CAMS has more than ~1,500 employees providing operational and asset management services to the renewable and conventional energy sectors, including information technology, environmental health and safety, asset integrity, engineering and due diligence services. CAMS has been involved in over 100 projects, including 19 wind facilities and 23 solar facilities totaling over 3.4 gigawatts. CAMS is also an industry leader in the decommissioning of legacy fossil generation facilities and the repurposing and repowering of sites for solar and battery storage installation. Through its day-to-day activities, CAMS has developed strong commercial and strategic relationships with most large equipment, services and software providers within the renewable segment, giving it a unique perspective on market-leading companies in the industry.Our Founders, Our Board of Directors and ManagementOur company is supported by a fullquality management team with decades of experience completing transactions and managing several billion dollars of equity capital in the renewable energy, power and energy infrastructure sectors. Our management team is supported by ArcLight and CAMS. Our operations will also be overseen by an experienced board of directors.Daniel R. Revers, 58, serves as our Chairman. Mr. Revers is the founder of ArcLight and has 30 years of energy finance and private equity experience. Mr. Reversthat is responsible for overall investment, asset management, strategic planning,managing and operations of ArcLightensuring that supplied components meet quality standards. Our quality standards are guided by industry standards, including Automotive Industry Action Group, Advanced Product Quality Planning, and its funds. Mr. Revers was previously a director at American Midstream Partners, L.P. and JP Energy Partners, L.P. Prior to forming ArcLight in 2001, Mr. Revers was a Managing Director in the Corporate Finance Group at John Hancock Financial Services, a private insurance and financial services firm, where he was responsible for the origination, execution, and management of a $6 billion portfolio consisting of debt, equity, and mezzanine investments in the energy industry. Prior to joining John Hancock in 1995, Mr. Revers held various financial positions at Wheelabrator Technologies, where he specialized in the development, acquisition, and financing of domestic and international power and energy projects. Mr. Revers earned a Bachelor of Arts in Economics from Lafayette College and a Master of Business Administration from the Amos Tuck School of Business Administration at Dartmouth College.John (“Jake”) F. Erhard, 46, serves as our President, Chief Executive Officer and Director. Mr. Erhard is also a Partner and Head of ESG at ArcLight, where he has worked in various leadership positions since September 2001. Mr. Erhard has 20 years of energy finance and private equity experience. Mr. Erhard will join the board of directors of Proterra upon the closing of the business combination between Proterra and us. Mr. Erhard was previously a director at American Midstream Partners, L.P., Buckeye Partners, LP, and JP Energy Partners, L.P. Prior to joining ArcLight, Mr. Erhard was an Analyst at the investment banking firm Schroder Wertheim, where he focused on mergers and acquisitions. Mr. Erhard earned a Bachelor of Arts in Economics from Princeton University and a Juris Doctor from Harvard Law School.Marco F. Gatti, 37, serves as our Chief Financial Officer. Mr. Gatti joined ArcLight in 2018 and has 11 years of energy and private equity experience. Prior to joining ArcLight, Mr. Gatti spent five years as a Vice President in the Energy group at Warburg Pincus, where he focused on the sourcing, execution and portfolio management of equity investments in the energy and heavy industry sectors. Prior to joining Warburg Pincus in 2013, Mr. Gatti worked at Bain Capital, McKinsey & Company and Praxair between 2007 and 2012. Mr. Gatti earned a Master of Business Administration from the Wharton School of the University of Pennsylvania, a Master of Science in Mechanical Engineering from the University of Minnesota and a Bachelor of Science in Mechanical Engineering from Politecnico di Milano.Rick S. Knauth, 57, serves as our Chief Operating Officer. Mr. Knauth joined CAMS in 2013 and has 25 years of energy project development and asset management experience. Prior to CAMS, Mr. Knauth was a Director at Vestas, a Danish wind turbine manufacturer, where he held both contract negotiation and asset management roles. Mr. Knauth has a bachelor’s degree in engineering from Tulane University and an MA in Economics and International Relations from the Johns Hopkins School of Advanced International Studies, with a concentration in energy and the environment.Christine M. Miller, 50, serves as our General Counsel. Ms. Miller joined ArcLight in 2004 and has 23 years of legal experience in the areas of investment transactions and fund operations, with 21 years specific to energy finance and private equity. Prior to joining ArcLight, she was Counsel in John Hancock’s Investment Law Division, where she represented investment managers and advised institutional investors in purchasing private debt and equity securities. Ms. Miller earned a Bachelor of Arts in Political Science from the University of Massachusetts at Amherst and a Juris Doctor from Boston University School of Law.Arno Harris, 51, serves on our board of directors. Mr. Harris has spent the last 25 years starting and growing successful businesses in high technology, clean energy and electric mobility. He now advises startups and growth companies, helping them to raise capital and achieve scale. In addition to his advisory work, Mr. Harris serves as an independent director for Pacific Gas & Electric Company (NYSE:PCG), California’s largest investor-owned utility, and Azure Power Global Limited (NYSE:AZRE), India’s leading solar developer with almost 2GW of operating assets and over 5GW in development. Between 2006 and 2015, Mr. Harris was the founder, CEO and chair of Recurrent Energy, one of North America’s largest solar project developers. Prior to Recurrent Energy, Mr. Harris was the founder and CEO of Prevalent Power, one of California’s fastest growing commercial solar project developers. Mr. Harris earned a Bachelor of Arts from the University of California Berkeley.Dr. Ja-Chin Audrey Lee, 42, serves on our board of directors. Dr. Lee has 15 years of experience in clean energy and currently serves as Senior Director, Energy Strategy at Microsoft (NASDAQ: MSFT). Previously, Dr. Lee served as Vice President of Energy Services at Sunrun Inc (NASDAQ: RUN) from 2017 to 2020. Prior to Sunrun, she served as Vice President of Analytics and Design at Advanced Microgrid Solutions from 2014 to 2017. Before her role at Advanced Microgrid Solutions, Dr. Lee was appointedProduction Part Approval Process procedures, which were developed by the Governor as Advisor to the President of the California Public Utilities Commission from 2011 to 2014, where she led the approval of first-in-the-nation rules on customer energy data. Dr. Lee serves on the board of Gridworks, a non-profit that convenes, educates and empowers stakeholders to decarbonize electricity grids. She also serves on the board of Pinnacle Engines, commercializing advanced engines for reduced petroleum usage and greenhouse gas emissions. Dr. Lee also serves on the board of Redaptive, an Efficiency-as-a-Service tool for commercial and industrial customers. She volunteered as Co-Chair and Co-Founder of Clean Energy for Biden. Dr. Lee earned her Ph.D. and M.S. in Electrical Engineering from Princeton University and her B.S. in Applied Physics from the California Institute of Technology.Brian Goncher, 64, serves on our board of directors. Mr. Goncher is Strategy Advisor to Powerhouse and active member of Clean Energy for Biden with more than 42 years of experience in finance, management and consulting. Mr. Goncher was a Managing Director at Deloitte until 2019, where he created and led their Energy Tech Practice. Before Deloitte, Mr. Goncher was a venture capitalist at Frontier Ventures between 1997 and 2000, and Crystal Ventures between 2000 and 2003 where he invested in technology companies. In addition, between 1990 and 1996, Mr. Goncher created and led the Emerging Company Services Group at Coopers & Lybrand (now part of PwC). He provided financial and strategic consulting services to tech startups. Earlier in his career, Mr. Goncher was the founder/CFO of several technology-enabled startups and a Corporate Banking Officer at Bank of America. Mr. Goncher earned a BS in Economics and MBA in Finance from the University of Chicago.Steven Berkenfeld, 61, serves on our board of directors. Mr. Berkenfeld recently retired from a career in Investment Banking to focus entirely on impact and sustainability. Steven is founder and principal of Ecotopia Consulting LLC. and is primarily engaged in advising earlier stage, mission driven companies. Previously he was a Managing Director in Investment Banking at Barclays where he served as senior sponsor of the Environmental and Social Impact Banking Initiative and was co-head of the firm’s Cleantech Initiative. Before joining Barclays in 2008, Steven spent over 21 years at Lehman Brothers in numerous roles including Chief Investment Officer of the firm’s Private Equity Division. Steven is former chair of the board of the Sierra Club Foundation, and is a sponsor of several projects, and board member of several other organizations, focused on social impact and sustainability. He holds a J.D. from Columbia Law School and a Bachelor’s Degree from Cornell University.With respect to the above, past performance of our management team, ArcLight and CAMS is not a guarantee of either (i) success with respect to any business combination that may be consummated, (ii) the ability to successfully identify and execute a transaction or (iii) the success of any business ultimately identified or acquired. You should not rely on the historical record of management, ArcLight, CAMS or their respective affiliates as indicative of future performance. Past performance by our management team, ArcLight and CAMS, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. References to total amounts invested in across the energy infrastructure landscape and amounts invested in renewable energy infrastructure refer to the gross capital invested in such portfolio investments without reduction for any “recycled” distributions from such portfolio investments (e.g. sales or recapitalization proceeds from portfolio investments that have been distributed to the applicable fund by a portfolio company within approximately one year of the date of the investment). All capacity ratings presented herein are nominal ratings, which may differ from nameplate and/or seasonal ratings. Nominal ratings are the most typical representation of capacity and differ from nameplate and/or seasonal ratings, which are calculated based on defined conditions that vary (e.g. temperature and other inputs). For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to “Management — Conflicts of Interest.”Business Strategybusiness strategy is to identify and complete an initial business combination that creates substantial long-term value for our shareholders. We believe our proposed merger with Proterra is consistent with our business strategy. We will seek targets that we believe are market leaders in facilitating the transition of the energy industry toward decarbonization and sustainability and are positioned to generate long-term value and growing cash flows. We believe ArcLight’s network of proprietary transaction sources and relationships, combined with its investment team’s deep experience in the renewable energy industry, will allow us to effectively and efficiently identify and evaluate potential opportunities for our initial business combination. In addition to ArcLight’s network and expertise, we plan to leverage CAMS’ footprint and relationships with service providers, clients and counterparties, to extend our access to opportunities. We seek to:●capitalize on the wide opportunity set of companies driving the transition toward decarbonization and sustainability;●leverage our management team and sponsor’s wealth of knowledge of the renewable energy and transportation industry to identify promising subsectors and market-leading companies within them;●leverage the transactional experience of our management team and sponsor to effectuate a transaction;●utilize CAMS’ network and team of experts to identify and diligence targets, and potentially transform companies;●support and prepare potential targets to succeed as public companies and take advantage of unique opportunities offered by the public markets; and●support the combination target or targets at the board level, providing guidance on organic and accretive value creation opportunities to capitalize on the opportunities offered by the energy transition.Acquisition CriteriaConsistent with our business strategy, we have established the following general criteria and guidelines to evaluate prospective target businesses. We believe Proterra fits within our acquisition criteria. We willelectric transit buses use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet all of these criteria and guidelines and may consider criteria and guidelines not set forth below. We intend to acquire a business or an entity that we believe:●exhibits, or has the potential to develop, fundamentally sound financial performance, with visibility into revenue and cash flow growth and relatively predictable future financial performance;●is an active market participant in the global development of the clean energy industry, continued decarbonization of the industrial, government and consumer spaces, and/or broader transition toward a sustainable economic model;●targets large addressable markets with long-term tailwinds and low risk of obsolescence;●has a defensible market position with differentiated product offerings, technology, assets, distribution channels, supply chain capabilities or other sustainable competitive advantages;●can serve as a platform for both organic and acquisitive growth;●is led by an experienced management team with a proven track record and complementary capabilities, or is open to enhancing the existing management team’s strengths with additional talent through our network; and●embraces the potential to utilize our industry experience, as well as our operating, strategic, financing and M&A capabilities to maximize the value to shareholders.These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management and our sponsor may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this Annual Report on Form 10-K, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process. This due diligence review process will be specific to the target business, but will include, among other things and to the extent relevant to the specific opportunity, a review of historical and projected financial and operating data, meetings with management and their financial sponsors, on-site inspection of assets, discussions with customers, legal and environmental reviews and other reviews as we deem appropriate. We will also utilize our management team’s expertise and ArcLight’s relationships and transaction execution abilities, as well as CAMS’ operational know-how to evaluate operating and financial projections, and to determine the appropriate return expectations given the risk profile of the target business.Competitive StrengthsWe believe the sourcing, valuation, diligence and execution capabilities of our management team, and the broader teams at ArcLight and CAMS will provide us with a significant pipeline of opportunities from which to evaluate and select a target for an initial business combination that will benefit from our extensive experience. Our proposed merger with Proterra is an example of the opportunities our competitive strengths provide. Our competitive strengths include the following:●a management team and sponsor with a long track record of attaining opportunities through propriety transaction sources and a wide network of relationships;●a management team and sponsor with industry-leading experience in sectors focused on decarbonization;●a sponsor with an experienced and large investment team that will assist in all aspects of transaction execution;●a partnership with CAMS, which will provide extensive operational capabilities, market insights, and relationships built through extensive activities surrounding commercial and operational management of investments, acquisitions and divestitures;●flexible execution capabilities to structure customized and complex transactions that maximize shareholder value, mitigate risk and allocate resources efficiently for attractive returns; and●a sponsor with extensive capital raising experience and relationship with institutional capital providers.Initial Business CombinationSo long as our securities are then listed on NASDAQ, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding shares, capital stock or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. However, we intend to satisfy the 80% requirement even if our securities are not listed on NASDAQ at the time of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.Other ConsiderationsWe are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combinationIn addition, certain of our officers and directors presently have, and any of them in the future are expected to have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination because we do not currently anticipate any meaningful overlap of investment objectives. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.Status as a Public CompanyWe believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares or stock in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirementspurchased parts that are applicable to other public companies that are not “emerging growth companies�� including, but not limited to, not being requiredprimarily sourced from American suppliers. We developed our supply chain to comply with the auditor attestationFederal Transit Administration’s (“FTA”) Buy America requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) inFederal Aviation Administration’s (“FAA”) Buy American requirements, which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary sharesgovern transit bus procurements that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30.Financial PositionWith funds available for a business combination initially in the amount of $268,787,500, after payment of the estimated non-reimbursed expenses of our initial public offering and $9,712,500 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.Effecting Our Initial Business CombinationGeneralWe are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of our initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.If our initial business combination is paid for, using equity or debt, or not all of thein part, with federal funds releasedby transit agencies and airports, respectively. For certain Canadian customers, we source select vehicle content from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. Other than the potential availability of the backstop arrangement with our sponsor and the PIPE Financing we entered into as part of our Business Combination, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.Sources of Target BusinessesWe anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this Annual Report on Form 10-K and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account at the time of the closing of a transaction. In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.Each of our officers and directors presently has, and any of them in the future are expected to have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. See “Management — Conflicts of Interest.”Evaluation of a Target Business and Structuring of Our Initial Business CombinationIn evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers andCanadian suppliers inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.Lack of Business DiversificationFor an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:●subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and●cause us to depend on the marketing and sale of a single product or limited number of products or services.Limited Ability to Evaluate the Target’s Management TeamAlthough we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.Shareholders May Not Have the Ability to Approve Our Initial Business CombinationWe may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.Under NASDAQ’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:●We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);●Any of our directors, officers or substantial security holder (as defined by NASDAQ rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or●The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:●the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;●the expected cost of holding a shareholder vote;●the risk that the shareholders would fail to approve the proposed business combination;●other time and budget constraints of the company; and●additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.Permitted Purchases and Other Transactions with Respect to Our SecuritiesIf we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.The purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.Redemption Rights for Public Shareholders upon Completion of Our Initial Business CombinationWe will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.Limitations on RedemptionsOur amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.Manner of Conducting RedemptionsWe will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on NASDAQ, we will be required to comply with NASDAQ rules.If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:●conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and●file proxy materials with the SEC.In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law being the affirmative vote of a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voting in favor of a business combination at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial purchaser’s founder shares, we would need 10,406,251, or 37.5% (assuming all issued and outstanding shares are voted), or 1,734,376, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 27,750,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:●conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and●file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.In the event we conduct redemptions pursuantCanadian Content requirements.the tender offer rules,instill a manufacturing culture of continuous improvement and leverage best practices in quality control and worker safety across our offerfacilities. We are ISO 14001 certified in our Burlingame, City of Industry, and Greenville facilities.redeem will remain open forquality control. We have strategies to identify and correct any defects at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expirationeach of the tenderdesign, supplier development, production, and field performance stages for our battery systems, electrification and charging solutions, fleet and energy management software, and our electric transit buses. Our battery lines are required to undergo end-of-line testing for safety, and to assess readiness for vehicle integration. We designed our bus manufacturing line with multiple quality checkpoints, commissioning and functional validation, and road testing. Our customers typically inspect our buses at our facilities prior to shipment. In August of 2020, we passed the ISO audit and became ISO 9001 and 14001 certified. We believe these certifications are a testament to our commitment to quality control.period. In addition,warranties for our battery systems, electric transit buses, including their major subsystems, and charging systems.tendervehicle and its usage. We offer 6-year standard warranty and 12-year extended warranty on the battery for materials and workmanship, and an energy capacity warranty that depends on vehicle capacity and expected usage. We typically offer two to five-year warranties on other ancillary components of our powertrain system. Our standard warranty on battery systems reserves the right to replace components with different items of equal or better performance to keep pace with improvements in battery technology development.be conditioned on public shareholders not tenderingoften request additional coverage as part of the initial capital purchase, in part to minimize their operational costs. We price these extended warranties into our contract bids.numberfleet within the base warranty period (or sometimes base warranty period plus one year) following delivery of public shares we are permittedthe electric transit bus.redeem. If public shareholders tender more shares thanfive years. When we have offered extended warranty coverage beyond the suppliers’ warranty, we have priced these extended warranties into our contract bid.purchase,industry standards, including from the SAE, the Economic Commission for Europe (“ECE”), and Underwriters Laboratories (“UL”), as well as our own internal standards, for conditions, including mechanical abuse, thermal cycling, humidity, water immersion, corrosion, and short circuit events. We have also completed applicable transportation tests for our battery packs, demonstrating our compliance with applicable regulations that govern the transport of lithium-ion batteries.will withdraware subject to international regulatory and safety requirements, including the tender offerEuropean Union’s directives related to hazardous substances such as Registration, Evaluation, Authorization and not complete such initial business combination.Limitation on Redemption upon CompletionRestriction of Our Initial Business Combination If We Seek Shareholder ApprovalIf we seek shareholder approvalChemicals (“REACH”) and the Restriction of Hazardous Substances (“RoHS”). Most of our initial business combination and we do not conduct redemptions in connectionbattery systems are recyclable, which enables us to develop battery recycling programs with third parties to recycle our initial business combination pursuant tobattery packs at the tender offer rules, our amended and restated memorandum and articlesend of association will providetheir useful life.a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares,new transit bus models, and subsequent attempts by such holdersmaterial changes to use their abilitythose models, be physically tested to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or ameet certain amount of cash.However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.Tendering Share Certificates in Connection with a Tender Offer or Redemption RightsPublic shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itselfperformance standards in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our initial public offering.Redemption of Public Shares and Liquidation If No Initial Business CombinationOur amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of our initial public offering to consummate an initial business combination. If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the righteligible to receive further liquidation distributions, if any);federal transit funding. Altoona Testing is designed to promote production of better transit vehicles and (iii)components, and to ensure that transit customers purchase vehicles that are able to withstand the rigors of transit service. Altoona Testing, typically a required pre-condition for customer acceptances, is available to vendors on a first-come, first-served basis and subject to a waiting list. To date, our 40-foot and 35-foot buses have completed Altoona Testing, but as promptly as reasonably possible following such redemption,material changes are made to our bus platform, we must undergo new rounds of testing.approval of our remaining shareholdersEnvironmental Protection Agency (“EPA”) and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii)California Air Resources Board’s (“CARB”) annual certification greenhouse gas emissions requirements related to our obligations under Cayman Islands lawtransit vehicle and powertrain. The CARB certification is required to provide for claims of creditorsparticipate in California’s Hybrid and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respectZero-Emission Truck and Bus Voucher Incentive Project (“HVIP”), which offers vouchers to our warrants, which will expire worthless if we failcustomers to consummate an initial business combination within 24 months fromreduce the closingpurchase price of our initial public offering. Our amended and restated memorandum and articles of association will providezero-emission vehicles.if we wind up for any other reason prior tovehicles, including transit buses, meet all the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, dividedFederal Motor Vehicle Safety Standards (“FMVSS”) testing requirements issued by the number of the then-outstanding public shares. However, we may not redeemagency. We self-certify that our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercisedelectric transit buses comply with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,000,000 held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Citigroup Global Markets Inc. will not execute an agreement with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust accountapplicable FMVSS as of the date of vehicle production. Our electric transit buses must also conform to state and local requirements which vary by jurisdiction. Transit buses sold in Canada must also meet Canada Motor Vehicle Safety Standards (“CMVSS”). Transport Canada monitors FMVSS for applicability to Canada to further align with U.S. regulations, adopting or modifying an FMVSS to address unique usage and environmental conditions in the liquidationCanadian market.trust account if less than $10.00United States Code, and administered by the FTA, as well as other state funding programs. Federal and state funding has accelerated the adoption of electric vehicles in this market. Our principal customers are eligible for government funding, including, in particular, programs authorized under the Fixing America’s Surface Transportation (FAST) Act, to accelerate their investments in electric transit fleets. Passed in December 2015, the FAST Act allocated over $305 billion for highway, transit, and vehicle safety programs for a five-year period ending September 30, 2020. The FAST Act was subsequently extended and then reauthorized by the Bipartisan Infrastructure Law through the federal government’s fiscal year 2026.public share dueyear for the Low or No Emission Program, as well as a supplemental appropriation of $5.25 billion over five years for the Low or No Emission Program. Although 25% of this funding is reserved for low-emission buses only, it will provide over $850 million per year for funding zero-emission transit buses and infrastructure, a 14-fold increase over the authorized amounts in the FAST Act. The Bipartisan Infrastructure Law also funds the Buses and Bus Facilities competitive program at $376 million in 2022 to reductions$412 million in 2026.trust assets, in each case netcredits may help to offset up to half of the interest that may be withdrawn to payfuel costs for our tax obligations, provided that such liability will not apply to any claims bytransit customers.third-party or prospective target business that executed a waivercombination of anypatents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments, and allother legal rights to seekestablish and protect our intellectual property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees and consultants to control access to, the trust account nor will it apply to any claims under our indemnity of the underwritersand clarify ownership of, our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable againstproprietary information.third-party, our sponsor will not be responsible to the extentforeign jurisdiction. Our U.S. issued patents expire between 2029 and 2040. As of any liability for such third-party claims. However,December 31, 2021, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.In the event that the proceedsheld 10 registered trademarks in the trust account are reduced belowUnited States, including the lesserProterra mark, and also held 12 registered trademarks in foreign jurisdictions. We continually review our development efforts to assess the existence and patentability of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share. will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 following our initial public offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intendcontinue to be held outside the trust account would increase by a corresponding amount.If we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B)additional patent applications with respect to any other provision relatingour technology.rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cashfollowing May 31 unless either party serves written notice upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.CompetitionIn identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligationdesire to pay cash in connection with our public shareholders who exercise their redemption rights may reducealter, amend, or terminate the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.FacilitiesWe currently maintain our executive offices at 200 Clarendon Street, 55th Floor, Boston, MA 02116. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.EmployeesWe currently have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employeescollective bargaining agreement sixty days prior to the completionexpiration date.our initial business combination.Periodic ReportingInformationFinancial InformationWe have registered our units, Class A ordinary sharesstatements and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reportsother information with the SEC. In accordanceThese SEC filings are made available free of charge on our website at www.proterra.com as soon as reasonably practicable after we file or furnish the materials with the requirements of the Exchange Act,SEC. Information contained on or accessible through our annual reports will contain financial statements audited and reported on by our independent registered public accountants.We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances,website is not incorporated into this filing unless expressly noted, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.Prior to the effectiveness of the registration statement of which the prospectus dated September 18, 2020 (the “prospectus”) forms a part, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummationinclusion of our initial business combination.We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. Aswebsite address in this filing is an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.Legal ProceedingsOn February 10, 2021, a purported stockholder of the Company filed a complaint against the Company, the Company’s board of directors, Merger Sub and Proterra in the Supreme Court of the State of New York for the County of New York, in a case captioned Ong v. ArcLight Clean Transition Corp., et al., Index No. 650965/2021. The Ong complaint alleges that the Company’s board of directors breached their fiduciary duties by omitting allegedly material information in the Registration Statement filed by the Company on Form S-4 on February 3, 2021 in connection with the Proposed Transaction (the “Registration Statement”), and that the Company, Merger Sub and Proterra aided and abetted such alleged breaches of fiduciary duty. As relief, the Ong complaint seeks, among other things, an injunction barring the Company from proceeding with the Proposed Transaction, or, alternatively, rescission of the Proposed Transaction in the event that it is consummated, as well as unspecified costs and attorneys’ fees. On February 11, 2021, another purported stockholder of the Company filed a complaint against the Company and the Company’s board of directors in the Supreme Court of the State of New York for the County of New York, in a case captioned Murray-Brown v. ArcLight Clean Transition Corp., et al., Index No. 651001/2021. On March 6, 2021, this second purported stockholder filed an amended complaint. The amended Murray-Brown complaint alleges that the Company’s board of directors breached their fiduciary duties in connection with the Registration Statement and the Proposed Transaction more generally, and that the Company aided and abetted such alleged breaches of fiduciary duty. As relief, the amended Murray-Brown complaint seeks relief similar to that sought in the Ong complaint. On March 15, 16, and 23, 2021, four other purported stockholders wrote to the Company, separately, alleging that the Registration Statement omitted allegedly material information and demanding that the Company provide supplemental disclosures. The Company believes the allegations in the lawsuits and demands are without merit. .An investmenta high degree of risk.risks. You should consider carefully all of the risks and uncertainties described below, together with all of the other information contained in this Annual Report, on Form 10-Kincluding the section titled “Management’s Discussion and the prospectus associated withAnalysis of Financial Condition and Results of Operations” and our initial public offering,consolidated financial statements and related notes, before making a decisiondeciding whether to invest inpurchase any of our securities. Our business, results of operations, financial condition, and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the following eventsthese risks actually occur, our business, results of operations, financial condition, and operating results mayprospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects. In thatsuch event, the tradingmarket price of our securities could decline, and you could lose all or part of your investment. For risk factorsto the Business Combination, see the Proxy Statement /Prospectus initially filed by us on February 3, 2021.The Merger Agreement and Business Combination are subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:●approval by the our shareholders and Proterra’s stockholders,●the expiration or termination of the waiting period under the HSR Act,●receipt of other required regulatory approvals,●no order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in force,●the Company having at least $5,000,001 of net tangible assets as of the closing of the Business Combination,●our registration statement on Form S-4 having become effective,●Proterra’s common stock having been approved for listing on the Nasdaq, and●customary bring down conditions.The obligation of the Company to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Proterra being true and correct to the standards applicable to such representations and warranties and each of the covenants of Proterra having been performed or complied with in all material respect, (ii) the aggregate cash proceeds from the Company’s trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $300,000,000 (after deducting any amounts paid to the Company shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by the Company) and (iii) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.The obligation of Proterra to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of the Company and Phoenix Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of the Company having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from the Company’s trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $350,000,000 (after deducting any amounts paid to the Company’s shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by the Company) and (iii) the approval by Nasdaq of the Company’s listing application in connection with the Business Combination.We have no operating history and no revenues, and you have no basis on whichtechnologies makes it difficult to evaluate our abilitybusiness and prospects and may increase the risks associated with your investment.achieveselling our business objective.are a recently incorporated company, incorporated under the laws of the Cayman Islandsalso have limited experience deploying our electric powertrain technology in vehicles other than electric transit buses. In 2018, we announced our software platform for connected vehicle intelligence, which we now refer to as our Apex fleet and energy management software-as-a-service platform. Our energy services, which includes fleet planning, charging infrastructure and related energy management services, only began generating limited revenue in 2019. We began providing integrated charging solutions in 2019 and have noonly begun sourcing our new charging hardware from a new partner in 2020, with our first deliveries occurring in 2021.results, and we will not commence operations until obtaining funding through our initial public offering. Because we lack an operating history you have no basis upon which to evaluate our abilitybusiness and future prospects, which subjects us to achieve our business objectivea number of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combinationrisks and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.Our independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt aboutuncertainties, including our ability to continue asplan for and predict future growth. Our limited operating experience is particularly concentrated in our Proterra Transit line of business, and that limited experience may not prove to be relevant to Proterra Powered and Proterra Energy. As a “going concern.”incurredencountered and expect to continue to incur costsencounter risks and difficulties experienced by growing companies in pursuitrapidly developing and changing industries, including challenges related to achieving market acceptance of our financingexisting and acquisition plans.future products and services, competing against companies with greater financial and technical resources, competing against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the commercial vehicle market, including the public transit market and other transportation markets, recruiting and retaining qualified employees, and making use of our limited resources. We cannot assure youensure that our plans to raise capital or to complete an initial business combinationwe will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern if we fail to complete our initial business combination within the next 12 months. The financial statements contained elsewheresuccessful in this report do not include any adjustments that might result from our inability to continue as a going concern.Past performance by our management team, ArcLightaddressing these and CAMS or their respective affiliates may not be indicative of future performance of an investment in us.Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team, ArcLight, CAMS or their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combinationother challenges that we may consummate. You should not rely on the historical record of our management team, ArcLight, CAMS or their respective affiliates as indicative offace in the future, performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management, ArcLight and CAMS have no experience in operating special purpose acquisition companies.Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.Please see the section entitled “Proposed Business — Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.Our initial shareholders owned, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public offering. Our initial shareholders and members of our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law being the affirmative vote of a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voting in favor of a business combination at a general meeting. As a result, in addition to our initial purchaser’s founder shares, we would need 10,406,251, or 37.5% (assuming all issued and outstanding shares are voted), or 1,734,376, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 27,750,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing thatadversely affected if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. The outbreak of COVID-19 may also have the effect of heightening many of the othermanage these risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.We may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. Business — Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.Our public shareholders are entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.Our units, Class A ordinary shares and warrants, are currently listed on NASDAQ. In order to continue listing our securities on NASDAQ prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders).Additionally, our units will not be traded after completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with NASDAQ initial listing requirements, which are more rigorous than NASDAQ continued listing requirements, in order to continue to maintain the listing of our securities on NASDAQ.For instance, in order for our shares to be listed upon the consummation of our business combination, at such time our share price would generally be required to be at least $4.00 per share, our total market capitalization would be required to be at least $200.0 million, the aggregate market value of publicly held shares would be required to be at least $100.0 million and we would be required to have at least 400 round lot shareholders. We may not be able to meet those listing requirements at that time.If NASDAQ delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:●a limited availability of market quotations for our securities;●reduced liquidity for our securities;●a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;●a limited amount of news and analyst coverage; and●a decreased ability to issue additional securities or obtain additional financing in the future.The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units and Class A ordinary shares and warrants are listed on NASDAQ, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.You will not be entitled to protections normally afforded to investors of many other blank check companies.Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,001 upon the completion of our initial public offering and the sale of the private placement warrants and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means that since our units were immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months from the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.As of December 31, 2020, we had approximately $900,000 in cash held outside the trust account to fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least the 24 months from the closing of our initial public offering; however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.If we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. Furthermore, requiring targets to execute a trust waiver may be a deterrent. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.Members of our management team and board of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:●restrictions on the nature of our investments; and●restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.●In addition, we may have imposed upon us burdensome requirements, including:●registration as an investment company with the SEC;●adoption of a specific form of corporate structure; and●reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.We do not believe that our principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.We may not hold an annual general meeting until after the consummation of our initial business combination.In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on NASDAQ which is December 31, 2021. As an exempted company, there is no requirement under the Companies Law for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws.appropriately. As a result, we may redeemnot attain sufficient revenue to achieve or maintain positive cash flow from operations or profitability in any given period, or at all.warrants as set forth above even ifpast contained, and may in the holders are otherwise unable to exercise their warrants.The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuantfuture contain, product defects. Due to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination.The grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market pricelimited deployment of our Class A ordinary shares.Pursuant to agreement registrationbattery systems, electrification and shareholder rights agreement, our sponsorcharging solutions, fleet and its permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement warrantsenergy management systems, electric transit buses, and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants thatrelated technologies, there may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price oflatent problems with our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securitiesproducts that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.We may pursue business combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target businessbeen discovered.respect to a business combination, there is no basisour battery systems, drivetrains, high-voltage systems, electric transit buses, software systems, and charging solutions by which to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the businessdetailed long-term quality, reliability, durability, and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, someperformance characteristics of these risks may be outside of our controlproducts and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.We will consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our securities than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.We may issue additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.Our amended and restated memorandum and articles of association will authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share.solutions. There are 472,250,000 and 43,062,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof as described herein and in our amended and restated memorandum and articles of association. There are no preference shares issued and outstanding.We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association will provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:●may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;●may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;●could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;●may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;●may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and●may not result in adjustment to the exercise price of our warrants.Unlike some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of our units, Class A ordinary shares or warrants, who or that is (i) an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust, if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person (a “U.S. Holder”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will be able to detect and fix any defects in our products prior to their sale to or operation by customers. Our efforts to remedy any issues may not be timely, provide such required information, and such election wouldmay hamper production, or may not be unavailable with respectsatisfactory to our warrantscustomers. Further, our business has grown rapidly in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.We may reincorporate in another jurisdiction in connection with our initial business combinationrecent periods, and such reincorporation may result in taxes imposed on shareholders.We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investorswe may not be able to enforce federal securities lawsscale our service organization or theirpartner with an existing service network quickly enough to satisfactorily provide timely customer service and address product defects, customer complaints, and warranty issues, which could result in customer dissatisfaction and negatively impact further sales.legal rights.It is possible that after our initial business combination, a majorityfailure of our directorsproducts to perform as expected could harm our reputation, negatively impact our ability to market and officers will reside outside ofsell our products, and result in delivery delays, product recalls, product liability claims, customer contract terminations, adverse regulatory actions, and significant warranty and other expenses, and could have an adverse effect on our business, prospects, financial condition, and operating results.United States and allmaterials or workmanship of our assets will be located outside ofcomposite bus bodies could harm our reputation, expose us to product warranty or other liability claims, decrease demand for our buses, or materially harm existing or prospective customer relationships.United States. As a result, it may be difficult, or in some cases not possible, for investorsonly transit bus manufacturer in the United States to enforce their legal rights,use a composite unibody for our electric transit buses. In the past, we have sourced composite bus bodies from three suppliers, and now use only one supplier. Defects in the composite body, including non-structural concerns, whether caused by design, engineering, materials, manufacturing errors, or deficiencies in manufacturing or quality control processes at our suppliers, are an inherent risk in manufacturing technically advanced products for new applications. We offer our customers a twelve-year warranty on the composite bus body structure and bear the risk of possible defects. We have experienced defects in some bus bodies and have had to effect service of process upon allmake repairs. For example, in October 2018 we discovered cracking in the wheel wells on some of our directorsbuses which required us to repair these defects under our warranty and will increase our field and customer service costs. In addition, in 2020 and 2021, we discovered a manufacturing quality issue that required us to repair laminate cracks that occurred near door frames of certain customer buses, and we expect that we will have to make more of these types of repairs. In 2020, we filed a recall related to the attachment of a torque limiter plate to the composite bus body that did not have proper adhesiveofficersskin coat of the composite body which has caused certain customers to remove buses from revenue service and required us to develop inspection criteria and repair protocols, when applicable. We have also had to address vehicle inspection guidelines that are designed for metal frame buses with chassis and are not necessarily applicable to composite unibody architecture. Though these defects have not materially impacted us to date, we expect to continue to address these issues, and these defects or future defects with our advanced body materials whether structural or not may harm our existing and prospective customer relationships, damage our brand, and result in a reduction of awards, customer contract terminations, adverse regulatory actions, increased warranty claims, product liability claims and other damages.enforce judgmentsbe accurate.United States courts predicated upon civil liabilitieselectric vehicle energy delivery and criminal penaltiesthe deployment of large electric vehicle fleets for our customers. Through these businesses, we offer to design, build, finance, operate, and maintain the energy ecosystem that we believe to be required to power commercial electric vehicles. We have made, and will continue to be required to make, significant investments to scale these businesses, but we cannot be certain that such investments will be successful or meet the needs of our customers. Moreover, even if our customers use these services, we may encounter new challenges related to the delivery of energy solutions and competition from companies that may be better positioned to provide energy management services. If we invest in services or products that are not adopted by our customers or fail to invest in new services and products that meet the needs of our customers, our business, prospects, financial condition, and operating results could be adversely affected. In addition, we have limited history operating these businesses and providing the products and services they offer. There can be no assurances that these products and services will be accepted by our customers, or that we will effectively be able to market and sell them to existing customers, especially our transit customers who comprise the vast majority of our current revenues. Further, the limited experience we have acquired operating Proterra Transit may not prove to be applicable to Proterra Powered and Proterra Energy.directorsability to make timely investments in the correct market opportunities. If one or more of these markets experience a shift in customer or prospective customer demand, our products may not compete as effectively, if at all, and officers under United States laws.In particular, there is uncertainty as to whetherthey may not be designed into commercialized products. Given the courtsevolving nature of the Cayman Islandsmarkets in which we operate, it is difficult to predict customer demand or any other applicable jurisdictions would recognize and enforce judgmentsadoption rates for our products or the future growth of U.S. courts obtained against usthe markets in which we operate. If demand does not develop or if we cannot accurately forecast customer demand, the size of our markets, or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any statefuture financial results, our business, prospects, financial condition, and operating results could be adversely affected.United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courtstransit bus market and may not be able to compete successfully against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.We are dependent upon our executive officerscurrent and directors and their lossfuture competitors, which could adversely affect our abilitybusiness, revenue growth, and market share.operate.Our operations are dependent uponhave plans to enter the transit bus market.relatively small groupminority of individuals and,annual transit bus purchases. As the number of electric bus OEMs increases, we may not be able to maintain our leading market position in particular, our executive officers and directors.North America. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors arealso may not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent uponin competing against incumbent competitors that have longer histories of serving the effortstransit bus market and established track records of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.Our abilityservice, or with much larger, well-funded companies that choose to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnelinvest in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain withelectric transit bus market. As more established bus companies develop their electric vehicle or competing zero-emission solutions, their long history in the target business in senior management, director or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals willtransit sector could prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to a registration and shareholders rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement, which is described under the section of this Annual Report on Form 10-K entitled “Contractual Obligations — Registration and Shareholder Rights.”We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairscompetitive advantage which may have a negative impact on our ability to compete with them. Moreover, our competitors that also manufacture diesel-hybrid and compressed natural gas vehicles may have an advantage with their existing and prospective customers that are interested in exploring diesel alternatives without committing to electric vehicles or to pursue a gradual electrification strategy with the same manufacturer. Additionally, these competitors have more experience with the procurement process of public transit authorities, including bid protests. Competitors, potential customers, or regulators may also make claims that our electric transit buses or competitive bid activity are not in compliance with laws, regulatory requirements, or industry standards, which may impact our ability to sell our electric transit buses and to compete successfully for current and future customers. For example, in 2017 and 2018 one of our competitors notified certain of our customers that our transit bus was overweight on the front axle and lobbied those customers to withdraw their business from us. While this competitor’s actions did not result in the termination of customer awards or contracts, similar actions by this or other competitors may have consequences for future business or effects that we have not anticipated on other future opportunities.initialprincipal competitors that also design, test, manufacture and deploy battery systems, electrification and charging solutions, fleet and energy management systems and related technologies for passenger vehicles may have a competitive advantage, through their established distribution and service networks for legacy vehicle technology, brand recognition and market acceptance of their products and services, and perceived reliability or popularity, all of which could be attractive to prospective partners and manufacturers that are exploring commercial vehicle electrification alternatives. As a result, our current and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements, or devote greater resources than we can to the development, promotion, distribution and sale of their products and services. Our competitors and potential competitors may also be able to develop products or services that are equal or superior to ours, achieve greater market acceptance of their products and services, and increase sales by utilizing different distribution channels than we do. Some of our competitors may aggressively discount their products and services in order to gain market share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market share for us. As the market for commercial electric vehicles grows and battery systems, electrification and charging solutions, fleet and energy management software, and related technologies gain wider adoption, we expect that additional specialized providers of battery systems, electric powertrain technology, charging infrastructure, and related software solutions and related technologies will enter the markets that we address and that larger competitors could more effectively sell their offerings.combination.officerscompetitors may be able to manufacture comparable or competitive products in more cost-effective jurisdictions and directors presentlyimport them to the United States at prices lower than ours, which competition could cause us to lose market share or compel us to reduce prices for goods or services to remain competitive, which could result in reduced sales and revenue in industry segments that are not subject to Buy America or similar regulation. The production of battery systems, electrification and charging solutions, fleet and energy management systems, and related technologies in China, where production costs are lower and where the development of such technologies could be subsidized by the state, could negatively impact our competitive profile by presenting our customers and partners a more cost-effective alternative to our products and services, which could result in reduced sales and revenue and loss of market share or compel us to reduce prices for goods or services to remain competitive.manyother material cost increases could, in turn, negatively impact our operating results.themimports from our foreign suppliers would likely cause interruptions in our supply chain.are expected to have, additional, fiduciary or contractual obligations to other entities, including another blank check company,may further adversely impact the energy product and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Eachautomotive industries generally. For example, many of our officerscustomers, especially those in public transit, have postponed deliveries of our electric transit buses, and directors presently has, and many of themother potential customers have delayed requests for product proposals for new electric bus procurements or postponed changing infrastructure projects. If there is lower demand for public transportation in the future and a corresponding decrease in electric transit bus purchases and school bus purchases, our revenue and results of operations could be adversely affected. In addition, the COVID-19 pandemic delayed interest in commercial vehicle electrification for some school bus customers as school districts have reduced spending on capital investments and scaled back their operations generally.expected to have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will belater required to presentor choose to suspend such operations again, our business, prospects, financial condition, and operating results may be harmed. Sustaining our production trajectory will also require the readiness and solvency of our suppliers and vendors, a stable and healthy production workforce, and ongoing government cooperation, including for travel allowances, each of which could be negatively affected by the duration and long-term effects of the COVID-19 pandemic.combination opportunity toconditions, materials pricing, labor issues, wars, governmental changes, tariffs, natural disasters, health epidemics such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflictsas the global COVID-19 pandemic and its related disruption of interest in determining to which entity a particular business opportunity should be presented. Our directors and officers affiliated with ArcLight may in particular have conflicts with funds affiliated with ArcLight, including ArcLight’s most recent flagship fund, ArcLight Energy Partners Fund VII, L.P., which closed in January 2020 with approximately $3.4 billion of commitments, and/or other funds or investment vehicles formed by ArcLightglobal supply chains, particularly in the future. Whileindustrial sector, and other factors beyond our or our suppliers’ control could also affect these other fundssuppliers’ ability to deliver components to us or to remain solvent and investment vehicles are not expectedoperational. The unavailability of any component or supplier could result in production delays, idle manufacturing facilities, product design changes, loss of access to pursue investment objectives identicalimportant technology and tools for producing and supporting our products, and delays in providing replacement parts to ours,our customers. We have experienced component shortages and delays. For example, we have experienced component shortages and delays during the COVID-19 pandemic, and may continue to experience similar shortages and delays as the pandemic continues. We have also experienced delays in certain circumstances investment objectives may overlapsourcing replacement parts for some of our oldest transit buses in customer fleets, which has led to customer dissatisfaction and these conflicts may not be resolvedbuses being out of service for lengthy periods while awaiting replacement parts.favor; a potential target business may be presented to another entity prior to its presentation toproduction, or product design changes made by us subject to their fiduciary duties under Cayman Islands law.In addition, our sponsor, officershave required and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similarrequire us to ours. Accordingly, they may have conflictsprocure additional components in a short amount of interest in determining to which entity a particular business opportunity should be presented. These conflictstime. Our suppliers may not be resolvedable to sustainably meet our timelines or our cost, quality and volume needs, or may increase prices to do so, requiring us to replace them with other sources. Our supply for battery cells and other raw materials is critical infavorcontinuous efforts to negotiate with existing suppliers to obtain cost reductions and avoid unfavorable changes to terms, source less expensive suppliers for certain parts, and redesign certain parts to make them less expensive to produce. Any of these occurrences may harm our business, prospects, financial condition and operating results.potential targetcompetitive Bus and Bus Facilities Infrastructure Investment Program, which grew from $268 million in 2016 to $344 million in 2020, resulting in an 89% increase over the 2015 funding levels for buses and bus facilities. To date, a substantial majority of our customers have received funding through these FAST Act programs in order to purchase new electric transit buses. For example, in 2018, nearly 70% of transit agencies that ordered buses from us were recipients of grants through the Low or No Emission Vehicle Program. The Low or No Emission Vehicle Program has enabled public transit agencies to purchase electric transit buses when the upfront cost of the electric bus was significantly higher than legacy diesel buses and the technology was new to customers. On November 15, 2021, President Biden signed the Infrastructure and Investment Jobs Act (IIJA), also referred to as the “Bipartisan Infrastructure Law”, into law, reauthorizing surface transportation programs through the federal government’s fiscal year in 2026, increasing funding for transit focused programs and establishing additional funding opportunities for no and low emission vehicles.. presentedsuch other blank check companies prior to its presentation to us,adopt electric technology if supportive funding is not assured. For example, transit authorities have reduced order sizes in the past because of a decrease in available funding.officers’control, including budget and directors’ fiduciary duties under Cayman Islands law. Our amendedthe policy initiatives and restated memorandumpriorities of current and articlesfuture administrations at the federal and state level. In addition, future government shutdowns may impact the availability and administration of association will provide thatgovernment funding, which could adversely impact future bus orders and result in payment delays for existing orders. For example, we renounce our interestexperienced payment delays from customers during the U.S. federal government shutdown in any business combination opportunity offeredJanuary 2019 related to any director or officer unless such opportunity is expressly offeredthe FTA’s inability to such person solely in his or her capacityadminister grant funding during the shutdown. If government support for adoption of electric vehicles and clean energy initiatives wanes, as a director or officerit did during the Trump Administration, this could adversely affect the growth of the companyNorth American public transit electric bus market and itthe commercial electric vehicle market generally, and could have an adverse effect on our business, prospects, financial condition, and operating results.an opportunity that we are able to complete on a reasonable basis.Our executive officers, directors, security holdershighly dependent upon the adoption of our battery systems, electrification and charging solutions, fleet and energy management software and electric transit buses by commercial vehicle manufacturers and OEMs, and their respective affiliates may have competitive pecuniary interests that conflictwillingness to partner with our interests.We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities ofon the types conducted by us. Accordingly, such persons or entities may have a conflict between their interestsdesign, development, testing, manufacturing, distribution, deployment, promotion, sale, and ours.The personal and financial interestssupport of our directorsproducts. The market for commercial electric vehicles and officerselectrification technologies is relatively new, rapidly evolving, and characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new product and vehicle announcements, and changing demands and behaviors of customers and potential partners. As a result, we spend resources educating our potential customers and partners on the benefits of adopting electric vehicle technology and engaging in lobbying efforts to promote clean energy initiatives.their motivation in timely identifyingthe adoption of our commercial vehicle electrification technologies by manufacturers and selecting a target businessOEMs include:completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.We may engage in a business combination with one or more target businesses that have relationships with entitiesreliability that may be affiliatedattributed to the use of advanced technology (in particular with respect to lithium-ion battery packs), especially if adverse events or accidents occur that are linked to the quality or safety of commercial electric vehicles;sponsor, executive officers, directors or initial shareholders which may raise potential conflictsproducts, competition, and uncertainty regarding the future of interest.In lightcommercial vehicle electrification. Some of the involvementthese factors are outside of our sponsor, executive officerscontrol and directorsany negative perception about our business prospects, even if exaggerated or unfounded, would likely harm our business and make it more difficult to contract with other entities, wesuppliers on favorable terms. In addition, some of our suppliers may decide to acquire one orhave more businesses affiliatedestablished relationships with our sponsor, executive officers, directors or initial shareholders. Such entities may compete with us for business combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination as set forth in “Proposed Business — Effecting Our Initial Business Combination — Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may existcompetitors, and as a result of those relationships, some suppliers may choose to limit or terminate their relationship with us.termslithium-ion cells that we use to manufacture our battery packs and other sole source suppliers for key elements of the battery pack. Disruptions in production may result if we had to replace any of these sole source suppliers on short notice.combinationwe have few long-term agreements with suppliers and typically purchase supplies on an order-by-order basis depending on the material requirements to build customers’ buses. In many cases, we rely on a small group of suppliers, many of which are single-source suppliers, to provide us with components for our products, such as our bus body and our drivetrains. Moreover, transit bus customers have specified a certain supplier for components, such as its preferred seating or heating, ventilation, and air conditioning units, and we are then beholden to that specified supplier’s terms and delivery schedule. While we obtain components from multiple sources when that is a viable alternative, certain components used in our electric transit buses, such as bus bodies, must be custom made for us. For example, TPI Composites, Inc. is the current sole source supplier for our bus body.advantageouswell as certain suppliers specifically chosen by customers creates multiple potential sources of delivery failure or component shortages for the production of our products. As a result, we may be required to renegotiate our public shareholdersexisting agreements with our suppliers, potentially with less favorable terms, and incur additional costs associated with the production. In the past, we have experienced delays related to supply shortages, including, most recently, as they would be absent any conflictsa result of interest.Since our sponsor, executive officersthe global supply chain disruptions related to the COVID-19 pandemic, and directors will lose their entire investment in us if our initial business combination is not completed (other thanuntimely or unsatisfactory delivery of components that have stalled production with respect to public shares theyour electric transit buses. Moreover, although we continue to expend significant time and resources vetting and managing suppliers and sourcing alternatives, we may have acquired during or afterexperience future interruptions in our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriatesupply chain. Failure by our suppliers to provide components for our initial business combination.On August 3, 2020,electric transit buses, battery systems or other products could severely restrict our sponsor paid $25,000, or approximately $0.003 per share,ability to cover certain expensesmanufacture our products and prevent us from fulfilling customer orders in a timely fashion, which could harm our relationships with our customers and result in contract fines, negative publicity, damage to our reputation, and adverse effects on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. On September 18, 2020, our sponsor irrevocably surrendered to us for cancellation and for nil consideration 1,437,500 Class B ordinary shares resulting in 7,187,500 Class B ordinary shares outstanding. On November 6, 2020, our sponsor irrevocably surrendered to us for cancellation and for nil consideration 250,000 Class B ordinary shares resulting in 6,937,500 Class B ordinary shares outstanding. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business, combination. In addition, our sponsor purchased an aggregate of 7,550,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in a private placement that closed simultaneously with the closing of our initial public offering. If we do not consummate an initial business within 24 months from the closing of our initial public offering, the private placement warrants will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline for our consummation of an initial business combination.We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage andprospects, financial condition, and thus negatively impactoperating results.valueright investment decisions in our technologies and services, we may be at a competitive disadvantage.shareholders’ investmentcurrent and historical sales are to transit agencies that do not procure electric transit buses every year. The complexity, expense, and nature of government procurement processes result in us.Although we have no commitments as of the date of this Reporta lengthy customer acquisition and sales process. It can take us years to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. Weattract, obtain an award from, contract with, and our officers have agreed that we will not incur any indebtedness unless we have obtainedrecognize revenue from the lendersale of a waiver of any right, title, interest or claim of any kind in orvehicle to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount availablea new customer, if we are successful at all. Before awarding an order for redemption from the trust account. Nevertheless, the incurrence of debt could haveelectric transit buses, transit agencies generally conduct a comprehensive and competitive proposal process based on a variety of negative effects, including:●default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;●acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;●our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;●our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;●our inability to pay dividends on our Class A ordinary shares;●using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;●limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;●increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and●limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.only be able to complete one business combination within the proceedsfuture, experience customer cancellations or modifications of awards. A customer can cancel or modify an award for a variety of reasons, including as a result of improvements in our technology or the technology of our competitors between the dates of award and signed contract, or as the result of a successful bid protest.public offeringsales process from first engagement to award typically ranges from 6 to 18 months. The award of a proposal is typically followed by a pre-production process where the design and specifications of the customized buses are mutually agreed and we negotiate a final contract and purchase order with our customer. Procurement of parts and production typically follow this final agreement between us and the salecustomer. Once a bus is fully manufactured, the customer performs a final inspection and determines whether to accept delivery of the private placement warrants,bus, at which will cause us to be solely dependenttime we recognize revenue on the sale. The length of time between a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operationscustomer award and profitability.The net proceeds from our initial public offeringvehicle acceptance typically varies between 12 and 24 months, depending on product availability, production capacity, and the sale ofpre-delivery and post-delivery inspection process by the private placement warrants providedcustomer which often results in additional changes to the transit bus after manufacturing completion, re-works, further product validation and acceptance periods, and additional costs to us with up to $268,787,500 that we may use to complete our initial business combination (after taking into account the $9,712,500 of deferred underwriting commissions being held in the trust account and the estimated non-reimbursed expenses of our initial public offering).We may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business becauserecover. Consequently, we may invest significant resources and incur substantial expenses before a customer accepts a bus order and these expenses may not be recovered at all if a customer does not accept the completed bus, the bus requires costly modifications, or we extend additional warranties. For instance, we create a bill of various factors, includingmaterials and obtain the existenceappropriate parts for each customized bus for a customer, which can result in excessive inventory risk if a customer changes or cancels the order. In addition, we may devote significant management effort to develop potential relationships that do not result in bus orders, acceptance of complex accounting issuesthe bus as delivered, and the requirement that we prepare and file pro forma financial statements with the SEC that present operating resultscorresponding recognition of revenue, and the financial conditiondiversion of several target businesses as if they had been operated onthat effort may prevent us from pursuing other opportunities. As a combined basis. By completingresult, our initial business combination with only a single entity, our lack of diversificationlong sales and development cycle may subject us to numerous economic, competitivesignificant risks that could have an adverse effect our business, prospects, financial condition, and regulatory developments.operating results.benefitin our customers operations may cause accidents that could potentially harm our employees or third parties or result in disruptions to our business or our customers’ business. While we have implemented safety procedures and require our customers to implement safety procedures, we or our customers could experience a safety issue or fire which could disrupt operations or cause injuries and could have an adverse effect on our business, prospects, financial condition, and operating results.possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areasevent of a single industry. Accordingly, the prospects for our success may be:●solely dependent upon the performance of a single business, property or asset; or●dependent upon the development or market acceptance of a single or limited number of products, processes or services.This lack of diversification maymajor accident, we could be subject to significant personal injury and property claims that could subject us to numerous economic, competitivesubstantial liability. While we maintain liability insurance in amounts and regulatory risks, any orof the type generally consistent with industry practice, the amount of such coverage may not be adequate to cover fully all of which may have a substantial adverse impact upon the particular industry in whichclaims, and we may operate subsequentbe forced to bear substantial losses from an accident or safety incident. In addition, any accident or safety incident involving one of our buses, even if fully insured, could harm our reputation and result in a loss of future customer demand if it creates a public perception that our electric transit buses are unsafe or unreliable as compared to those offered by other transit bus manufacturers or other means of transportation. While we have not experienced significant accident or safety incidents involving our electric transit buses, we have experienced malfunctions, such as the overhead single blade charger thermal events and a bus fire related to low voltage wiring. Moreover, the public may be more sensitive to incidents involving transit buses and school buses, thereby compounding the effects of such incidents on the public and customer perception of our electric transit buses. As a result, any accident or safety incident involving our buses, or the buses of our competitors could materially and adversely affect our business, prospects, financial condition, and operating results.initialgovernment contracts, we may be subject to civil or criminal penalties or administrative sanctions, including the termination of contracts, forfeiture of profits, the triggering of price reduction clauses, withholding of payments, suspension of payments, fines, and suspension or debarment from contracting with government agencies. There is inherent uncertainty as to the outcome of any audit, review, or investigation. If we incur a material penalty or administrative sanction or otherwise suffer harm to our reputation, our business, combination.Weprospects, financial condition, or operating results could be adversely affected.attempt to simultaneously complete business combinations with multiple prospective targets, which may hinderlose our ability to completebe awarded contracts in the future or receive renewals of existing contracts for a period of time. We could also suffer harm to our initialreputation if allegations of impropriety were made against us, which would impair our ability to win awards of contracts in the future or receive renewals of existing contracts. Inability to be awarded contracts in the future or receive renewal of existing contacts could have an adverse effect on our business, combinationprospects, financial condition, and give riseoperating results.increased costsoversight audits by U.S. government representatives and risks thatsubject to cancellations. Such audits could result in adverse findings and negatively impact our business.profitability.Ifnotices required in our facilities and on our electric transit buses regarding potential hazards could be substantial. In addition, we determinemay be required to simultaneously acquire several businessesmanufacture product with alternative technologies and materials that require changes to our engineering, supply and product development programs that could result in significant cost and delays in product introduction. We also may not be successful in complying with such laws and regulations which could impact our ability to sell our products in certain locations, or result in substantial fines and penalties if our products in service are owned by different sellers,found to be non-compliant with certain laws and regulations. We also expect regulation of electric powertrains will increase over time, and result in increased compliance costs. For example, beginning in 2023, we will need to receive a zero emission powertrain certification in California. In addition, we have indemnified certain of our landlords for eachany hazardous waste that may be found on or about property that we lease. Furthermore, any violations of such sellersapplicable environmental and safety laws and regulations may result in substantial fines and penalties, prevent us from selling products in certain markets, remediation costs, third-party damages, a suspension or cessation of our operations, and negative publicity that could harm our business, reputation, prospects, financial condition, and operating results.agreehire, retain, and motivate additional key employees.purchasecompetitors or other companies before we realize the benefit of itsour investment in recruiting and training them. Moreover, new employees may not be or become as productive ascontingenttime intensive, expensive, and complex. Our implementation, maintenance, and improvement of these systems may create inefficiencies, operational failures and increased vulnerability to cyber-attacks. Moreover, there are inherent risks associated with developing, improving, and implementing new information technology systems, including the disruption of our current data management, procurement, manufacturing, execution, finance, supply chain, sales, and service processes. As we continue to grow our services that rely on collecting and analyzing customer telematics and charging data, our exposure to information technology risks will increase. These risks may affect our ability to manage our data and inventory, procure parts or supplies or manufacture, sell, deliver, and service electric transit buses, or achieve and maintain compliance with applicable regulations.simultaneous closingsexploitation of software vulnerabilities in internet facing applications, social engineering of system administrators (for example, tricking company employees into releasing control of their systems to a hacker), or the introduction of computer viruses or malware into our systems to steal confidential or proprietary data. In 2020, we were the victim of a successful social engineering attack that resulted in the diversion of significant funds the Company intended to pay a supplier to a fraudulent account. In the third quarter of 2021, human error also resulted in a server for our APEX platform being accessible to the public a short period of time, allowing unauthorized access to a telematics data and, resulting in the deletion of a limited amount data used by employees and customers for report functionality. Cyber-attacks of increasing sophistication may be difficult to detect and could result in the theft of our funds, intellectual property and data. In addition, we are vulnerable to unintentional errors or malicious actions by persons who have authorized access to our systems but exceed the scope of their access rights, or unintentionally or intentionally alter parameters or otherwise interfere with the intended operations of our technology services. The steps we take to increase the reliability, integrity, and security of our systems as they scale may be expensive and may not prevent system failures or unintended vulnerabilities resulting from the increasing number of persons with access to our systems, complex interactions within our technology platform and the increasing number of connections with third-party partners’ and vendors’ technology. Operational errors or failures or successful cyber-attacks could compromise our proprietary information, the quality of our services, and our ability to perform for our customers, resulting in damage to our reputation, which could have an adverse effect on our business, prospects, financial condition, and operating results.In addition, these events could increase the risk of claims alleging that we do not comply with applicable laws and regulations, subjecting us to potential liability and regulatory penalties under privacy laws protecting personal information.business combinations, whichfinancial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and delay our ability, to complete our initialpursue business combination. With multiple business combinations, we could also face additional risks,opportunities, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.potential acquisitions. If we are unable to adequately address these risks,obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business, prospects, financial condition, and operating results could be adversely affected.impactaffect our profitabilityfinancial results.operations.attemptneed to completespend significant resources securing and monitoring our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.In pursuing our acquisition strategy,intellectual property rights, and we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.Our managementor may not be able to maintain controldetect infringement by third parties. Our competitive position may be adversely impacted if we cannot detect infringement or enforce our intellectual property rights quickly or at all. In some circumstances, we may choose not to pursue enforcement because an infringer has a dominant intellectual property position, because of a targetuncertainty relating to the scope of our intellectual property or the outcome of an enforcement action, or for other business afterreasons. In addition, competitors might avoid infringement by designing around our initial business combination. Uponintellectual property rights or by developing non-infringing competing technologies. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management and our development teams and could result in the impairment or loss of controlportions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims attacking the scope, validity, and enforceability of our intellectual property rights, or with counterclaims and countersuits asserting infringement by us of third-party intellectual property rights. Our failure to secure, protect, and enforce our intellectual property rights could adversely affect our brand and our business, any of which could have an adverse effect on our business, prospects, financial condition, and operating results.target business, newthird party, even if without merit, could cause us to incur substantial costs defending against such claim and could distract our management and our development teams from our business.possessbe acceptable and the skills, qualificationsfailure to obtain a license or abilities necessarythe costs associated with any license could cause our business, prospects, financial condition, and operating results to profitably operate such business.Webe adversely affected. In addition, some licenses may structurebe non-exclusive, and therefore our initial business combination so thatcompetitors may have access to the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interestssame technology, software or assets of a target business, butdata licensed to us. Alternatively, we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not tomay be required to registerdevelop non-infringing technology, software or data which could require significant effort and expense and ultimately may not be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from selling certain products or performing certain services or that requires us to pay substantial damages, including treble damages if we are found to have willfully infringed such claimant’s patents, copyrights, trade secrets or other statutory rights, royalties or other fees. Any of these events could have an adverse effect on our business, prospects, financial condition, and operating results.companyin our common stock.Investment Company Act.Paycheck Protection Program of the CARES Act, and all or a portion of the loan may not be forgivable.considerbe included in our taxable income.transactionacquisitions to date, our business strategy in the future may include acquiring other complementary products, technologies, or businesses. We also may enter relationships with other businesses to expand our domestic and international operations and to create services networks to support our products. An acquisition, investment, or business relationship may result in unforeseen operating difficulties and expenditures. We may encounter difficulties assimilating or integrating the businesses, technologies, products, services, personnel, or operations of the acquired companies particularly if the key personnel of the acquired companies choose not to work for us. Acquisitions may also disrupt our business, divert our resources, and require significant management attention that doeswould otherwise be available for the development of our business. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not meet such criteria.be realized or we may be exposed to unknown liabilities.post-business combination company owns 50% orportion of net operating loss (“NOL”) carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. As of December 31, 2021, we had U.S. federal NOL carryforwards and state NOL carryforwards of approximately $599.7 million and $437.9 million, respectively, which if not utilized will begin to expire for federal and state tax purposes beginning in 2030 and 2023, respectively. Federal NOLs generated after December 31, 2017 have an indefinite carryover period, and federal NOLs generated after December 31, 2017 may be utilized to offset no more than 80% of taxable income annually. Realization of NOL carryforwards that expire beginning in 2030 and 2023, respectively, depends on future income, and there is a risk that these carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our operating results.voting securities ofCode, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the target, our shareholders priorcorporation’s ability to our initial business combinationuse its pre-change NOL carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may collectively ownbe limited. While we have conducted a minority interestSection 382 study in the post-business combination company, depending on valuations ascribedpast, we may experience ownership changes in the future, including as a result of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to the targetuse our pre-change NOL carry-forwards and other tax attributes to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.business combination. For example,reports that we could pursuefile with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, we may experience material weaknesses in our controls. Our ERP system is critical to our ability to accurately maintain books and records and prepare our financial statements. Despite our recent technology and process transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding shares, capital stock or other equity interests of a target. In this case,systems that are not fully integrated with one another and we would acquire a 100% interesthave in the target. However,past, and may in the future, encounter difficulty as a result of the issuancelack of a substantial numberintegration of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majorityall of our outstanding Class A ordinary sharestechnology and process systems. If we encounter unforeseen problems with our ERP system or other systems and infrastructure, it could adversely affect our financial reporting systems and our ability to produce financial reports, the effectiveness of internal controls over financial reporting, and our business, prospects, financial condition, and operating results.such transaction.rely on those compliance and disclosure interpretations. Additionally, our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting in subsequent annual reports on Form 10-K. Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed orif we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavorcontinue to evaluate the risks inherent in a particular target business and its operations,meet these requirements, we may not be able to properly ascertain or assess all ofremain listed on the significant risk factors until we completethe Nasdaq.combination. Ifincluding unfavorable regulatory, political, tax, and labor conditions, and our potential future efforts to expand internationally may not be successful.not ableproviding products and services to achieveOEMs in Australia and Western Europe, and as we expand our desired operational improvements,Proterra Powered or Proterra Energy business internationally, or should we choose to further expand our Proterra Transit business outside the improvements take longer to implement than anticipated,United States and Canada, we may not achieveface a number of risks associated with international business activities that may increase our costs, impact our ability to sell our electric transit buses, and require significant management attention. These risks include:gains thatU.S. Foreign Corrupt Practices Act of 1977, as amended, or FCPA, and the UK Bribery Act of 2010;anticipate. Furthermore, somemay operate;and complexitiesany potential future international expansion efforts that we may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combinationundertake may not be as successful as a combinationand may incur significant operational expenses. Our failure to manage these risks and challenges successfully could have an adverse effect on our business, prospects, financial condition, and operating results.a smaller, less complex organization.We do not have a specified maximum redemption threshold. The absenceanti-corruption, anti-money laundering laws, and sanctions laws, including the FCPA and similar laws associated with our activities outside of such a redemption threshold may make it possible forthe United States, could subject us to completepenalties and other adverse consequences.initial business combination with which a substantial majority of our shareholders do not agree.Our amendedemployees, representatives, contractors, partners, and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so thatagents, even if we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction andexplicitly authorize such activities. We have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search forimplemented an alternate business combination.In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. Weanti-corruption compliance program but cannot assure you that all of our employees and agents, as well as those companies to which we outsource certain of our business operations, will not seektake actions in violation of our policies and applicable law, for which we may be ultimately held responsible.amend our amended and restated memorandum and articles of association or governing instrumentsany enforcement action may result in a mannersignificant diversion of management’s attention and resources, significant defense costs, and other professional fees.will make it easier for uswe file annual, quarterly, and current reports with respect to complete our initial business combinationand operating results. The Sarbanes-Oxley Act requires, among other things, that our shareholders may not support.effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their chartersmaintain and, governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the timeif required, improve our disclosure controls and procedures and internal control over financial reporting to consummate an initial business combinationmeet this standard, significant resources and with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association require a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected securities.The provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account)management oversight may be amended with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association will provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of our initial public offering and the placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our sponsor and its permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 20% of our ordinary shares upon the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. Although we have already hired additional employees to comply with these requirements, we may be ableneed to amendhire more employees in the provisions of our amended and restated memorandum and articles of associationfuture or engage outside consultants, which govern our pre-business combination behavior more easily than some other blank check companies, and this maywould increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amendedcosts and restated memorandumexpenses.articles of association.Our sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provisionstandards relating to the rightscorporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreementsspecificity, and, as a result, will not have the ability to pursue remedies against our sponsor, executive officerstheir application in practice may evolve or otherwise change over time as new guidance is provided by regulatory and directors for any breach of these agreements. As agoverning bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards (or changing interpretations of them), and this investment may result in increased selling, general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the event of a breach,activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our shareholders would need to pursue a shareholder derivative action, subject to applicable law.Webusiness may be unableadversely affected. We also expect that being a public company and the associated rules and regulations will make it more expensive for us to obtain additional financing to complete our initial business combination or to fund the operationsdirector and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust accountofficer liability insurance, and our warrants will expire worthless.Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet negotiated the acquisition of a target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, compensation committee, and nominating and governance committee, and qualified executive officers.additional financing or to abandon the proposed business combination. lower their costs by renegotiating contracts. Moreover, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our customers.assure you that such financing willpredict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or in any industry. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and operating results could be available on acceptable terms, if at all. The current economic environment has made it especially difficult for companiesadversely affected.obtain acquisition financing. To the extent that additional financing provesour critical accounting policies prove to be unavailable when neededincorrect or financial reporting standards or interpretations change, our operating results could be adversely affected.completemake estimates, judgments, and assumptions that affect the amounts reported in our initial business combination,financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we wouldbelieve to be compelled to either restructurereasonable under the transaction or abandon that particular business combinationcircumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growthequity as of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growthdate of the target business. Nonefinancial statements, and the amount of revenue and expenses, during the periods presented, that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our officers, directorsfinancial statements include those related to determination of revenue recognition, stock-based compensation, inventory, warranties, and accounting for income taxes. Our operating results may be adversely affected if our assumptions change or shareholders is requiredif actual circumstances differ from those in our assumptions, which could cause our operating results to provide any financing to us in connection withfall below the expectations of industry or after our initial business combination.Our sponsor controls a substantial interest in usfinancial analysts and thus may exert a substantial influence on actions requiring a shareholder vote, potentiallyinvestors, resulting in a manner that you do not support.Upon closing of our initial public offering, our sponsor owns, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence on actions requiring a shareholder vote, potentiallydecline in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our sponsor purchases any of our securities in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. common stock.addition,response to the COVID-19 pandemic, California’s Legislature passed Assembly Bill 85 (“A.B. 85”), which suspends the use of net operating losses for tax years beginning in 2020, 2021, and 2022 for taxpayers with taxable income of $1.0 million or more before an application of net operating loss. A.B. 85 includes an extended carryover period for the suspended net operating losses with an additional year carryforward for each year of suspension. A.B. 85 also limits the utilization of business incentive tax credits for taxable years 2020, 2021, and 2022, requiring that taxpayers can only claim a maximum of $5.0 million in tax credit on an aggregate basis.directors, whose members were appointeddirectors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.sponsor, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meetingstockholders to appoint new directors prior to the completion ofreplace or remove our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence ofmanagement, limit our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although ourstockholders’ ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us or our company.warrant agreement will restated certificate of incorporation and restated bylaws include provisions that:subject to applicable law, (i) any action, proceeding or claim against us arising outour board of or relating in any way to the warrant agreement, including under the Securities Act,directors will be broughtclassified into three classes of directors with staggered three-year terms;enforcedfill any vacancies and newly created directorships;courtsissuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;New York orDelaware, to the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shallfullest extent permitted by law, will be the exclusive forum for any suchderivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, or claim. We will waiveDGCL, our restated certificate of incorporation, or our restated bylaws, or any objection to such exclusive jurisdiction andaction asserting a claim against us that such courts represent an inconvenient forum.Notwithstandingis governed by the foregoing, these provisions of the warrant agreementinternal affairs doctrine. The provision will not apply to suits brought to enforce anya duty or liability or duty created by the Exchange Act or any other claim for whichAct. Our restated bylaws provide that the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consentedwill, to the fullest extent permitted by law, be the exclusive forum provisions in our warrant agreement. Iffor resolving any complaint asserting a cause of action arising under the subject matter ofSecurities Act or the Exchange Act, which is withinwe refer to as a Federal Forum Provision. Our decision to adopt a Federal Forum Provision followed a decision by the scope the forum provisions of the warrant agreement, is filed in a court other than a courtSupreme Court of the State of New YorkDelaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal courts or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shallExchange Act must be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any suchfederal court to enforce theand cannot be brought in state court. These choice of forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.This choice-of-forum provision may limit a warrant holder’sstockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our company,directors, officers, or other employees, which may discourage such lawsuits. Alternatively, iflawsuits against us and our directors, officers, and other employees.court were to find this provisionchange of control of our warrant agreement inapplicable or unenforceable with respect to onecompany. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock. See the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the headingsection titled “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”)Capital Stock” for any 20 trading days withinadditional information.30 trading-day period ending on the third trading day prior to proper notice of such redemption“smaller reporting company”, andprovided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.None of the private placement warrants will be redeemable by us as (except as set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees.Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.We issued warrants to purchase 13,875,000 Class A ordinary shares as part of the units offered by in our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate of 7,550,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. In addition, if the sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant.To the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.Each unit contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant to purchase one whole share.A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.Unlike some blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Description of Securities — Warrants — Public Shareholders’ Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Description of Securities — Warrants — Public Shareholders’ Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public shareholders are entitled to receive their prorate share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statements disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” thiscompanies” through the year ended December 31, 2021, which could make our securitiescommon stock less attractive to investors and may make it more difficult to compare our performance with other public companies.are an “emerging growthwere previously a “smaller reporting company” within the meaningas defined in Item 10(f)(1) of the Securities Act, as modified by the JOBS Act,Regulation S-K and we mayare therefore able to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”reduced disclosure obligations in our periodic reports for the year ended December 31, 2021, including but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Proxy Statement for our periodic reports and proxy statements, and exemptions from the requirements2022 Annual Meeting of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Stockholders. As a result, our shareholdersstockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which caseimportant, and we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securitiescommon stock less attractive because we will have been able to rely on these exemptions.this exemption. If some investors find our securitiescommon stock less attractive as a result of our reliance on these exemptions,this exemption, the trading pricesprice of our securitiescommon stock may be lower than theyit otherwise would be, there may be a less active trading market for our securitiescommon stock and the trading pricesprice of our securitiescommon stock may be more volatile.Further, Section 102(b)(1)JOBS Act exempts emerging growth companies from being requiredCOVID-19 pandemic on the markets and the broader global economy;complyour press releases, our other public announcements and our filings with newthe SEC;revised financial accounting standards until private companies (that is, thoseproducts;have not had a Securities Act registration statement declared effectivewe or do not have a classour competitors may give to the market;registered underor the Exchange Act) are required to comply withincurrence of additional debt;new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt outPIPE Investors;the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt outshares of such extended transition period which means that when a standard is issued or revised and it has different application datesour common stock available for public or private companies, we,sale, including as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.Our corporate affairs and the rights of shareholders are governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.We have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.As a result of allthe conversion of the above, public shareholdersConvertible Notes into shares of our common stock or termination of the lock-up pursuant to the terms thereof; andhave more difficulty in protecting their interestsmaterially reduce the market price of our common stock regardless of our operating performance.facepublic market could occur at any time. These sales, or the perception in the market that the holders of actions taken by management, membersa large number of shares intend to sell shares, could reduce the market price of our common stock.boardBusiness Combination: (i) holders of directors or controlling shareholders than they would as public shareholdersformer Legacy Proterra common stock owned approximately 69.5% of a United States company.Provisions in our amended and restated memorandum and articlestotal outstanding common stock, (ii) holders of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for ourArcLight’s former Class A ordinary shares and could entrench management.Our amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completionowned 11.2% of our initial business combination onlytotal outstanding common stock, (iii) holders of ourArcLight’s former Class B ordinary shares which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriationowned 2.5% of our assets, proprietary informationtotal outstanding common stock and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against(iv) PIPE Investors owned approximately 16.8% of our total outstanding shares of common stock.occurrences. We may not have sufficient resources to adequately protect against, or to investigatestockholders and remediate any vulnerability to, cyber incidents. Itthe registration statement on Form S-1 is possible that anyavailable for use, the market price of these occurrences, or a combination of them,our common stock could have adverse consequences on our business and lead to financial loss.Since onlydecline if the holders of our founder shares will havecommon stock sell them or are perceived by the rightmarket as intending to vote onsell them.appointment of directors, upon the listingprice and trading volume of our shares on NASDAQ, NASDAQcommon stock.consider us to be a “controlled company” withinestablish and publish their own periodic projections for us. These projections may vary widely and may not accurately predict the meaningresults we actually achieve. Our share price may decline if our actual results do not match the projections of NASDAQ rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.After completion of our initial public offering, only holders of our founder shares will have the right to vote on the appointment of directors. As a result, NASDAQ may consider us to be a “controlled company” within the meaning of NASDAQ corporate governance standards. Under NASDAQ corporate governance standards, a company of whichthese securities research analysts. Similarly, if one or more than 50% of the voting power is held by an individual, groupanalysts who write reports on us downgrades our stock or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:●we have a board that includes a majority of “independent directors,” as defined under the rules of NASDAQ;●we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and●we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of NASDAQ, subject to applicable phase-in rules. However, if we determine in the future to utilize somepublishes inaccurate or allunfavorable research about our business, our share price could decline. If one or more of these exemptions, you will not haveanalysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. While we expect research analyst coverage, if no analysts commence coverage of us, the same protections afforded to shareholders of companies that are subject to all of NASDAQ corporate governance requirements.Risks Associated with Acquiringmarket price and Operating a Business in Foreign CountriesIf we pursue a target company with operations or opportunities outside of the United Statesvolume for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:●costs and difficulties inherent in managing cross-border business operations;●rules and regulations regarding currency redemption;●complex corporate withholding taxes on individuals;●laws governing the manner in which future business combinations may be effected;●exchange listing and/or delisting requirements;●tariffs and trade barriers;●regulations related to customs and import/export matters;●local or regional economic policies and market conditions;●unexpected changes in regulatory requirements;●longer payment cycles;●tax issues, such as tax law changes and variations in tax laws as compared to the United States;●currency fluctuations and exchange controls;●rates of inflation;●challenges in collecting accounts receivable;●cultural and language differences;●employment regulations;●underdeveloped or unpredictable legal or regulatory systems;●corruption;●protection of intellectual property;●social unrest, crime, strikes, riots and civil disturbances;●regime changes and political upheaval;●terrorist attacks, natural disasters and wars; and●deterioration of political relations with the United States.We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any,common stock could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.have increased bothwill increase our costs and the risk of non-compliance.have resulted in and are likely to continue towill result in increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.UNRESOLVED STAFF COMMENTSPROPERTIESexecutive officescorporate headquarters are located at 200 Clarendon Street, 55th Floor, Boston, MA 02116,in Burlingame, California, where we occupy facilities totaling approximately 34,400 square feet under a lease that expires in September 2024. We use these facilities for administration, finance, legal, human resources, information technology, sales and marketing, engineering, technology, and development. Our Burlingame headquarters also includes one of our battery manufacturing facilities and our telephone numbertest lab.(617) 531-6300.also in City of Industry where we lease approximately 157,100 square feet of space under a lease that expires in August 2022, and for which we are actively negotiating an extension. In Greenville, we lease approximately 209,300 square feet under a lease that expires in June 2026, for which we have two five-year options to extend our lease to June 2036. In November 2021, we entered into a lease arrangement for a new plant with approximately 327,000 square feet at Greer, South Carolina. to expand our battery system manufacturing capacity. The cost forlease expires in January 2032, and we have two five-year options to extend our use of this space is includedlease to 2042.$10,000 per month feepast applied for and received state grants and tax incentives designed to promote the manufacturing of electric vehicles and related technologies. In April 2015, the California Energy Commission awarded us $3.0 million based on our investment of approximately $8.4 million in our manufacturing facilities in California through December 31, 2018. In addition, in April 2019, the California Energy Commission awarded us a $1.8 million grant based on our expected investment of approximately $4.3 million in our manufacturing facility in City of Industry, California. The California Energy Commission awards were made after a competitive grant solicitation that offered to fund development of advanced vehicle technology manufacturing facilities in California.payadd employees and expand geographically. We believe that our facilities are adequate to an affiliatemeet our needs for the immediate future, and that suitable additional space will be available to accommodate any expansion of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.On February 10, 2021, a purported stockholder of the Company filed a complaint against the Company, the Company’s board of directors, Merger Sub and Proterraoperations if needed in the Supreme Court of the State of New York for the County of New York,future.a case captioned Ong v. ArcLight Clean Transition Corp., et al., Index No. 650965/2021. The Ong complaint allegesvarious disputes and litigation matters that the Company’s board of directors breached their fiduciary duties by omitting allegedly material informationarise in the Registration Statement filed byordinary course of business. We are currently not a party to any material legal proceedings.Company on Form S-4 on February 3, 2021 in connection with the Proposed Transaction (the “Registration Statement”), and that the Company, Merger Sub and Proterra aided and abetted such alleged breaches of fiduciary duty. As relief, the Ong complaint seeks, among other things, an injunction barring the Company from proceeding with the Proposed Transaction, or, alternatively, rescission of the Proposed Transaction in the event that it is consummated, as well as unspecified costs and attorneys’ fees. On February 11, 2021, another purported stockholder of the Company filed a complaint against the Company and the Company’s board of directors in the Supreme Court of the State of New York for the County of New York, in a case captioned Murray-Brown v. ArcLight Clean Transition Corp., et al., Index No. 651001/2021. On March 6, 2021, this second purported stockholder filed an amended complaint. The amended Murray-Brown complaint alleges that the Company’s board of directors breached their fiduciary duties in connection with the Registration Statement and the Proposed Transaction more generally, and that the Company aided and abetted such alleged breaches of fiduciary duty. As relief, the amended Murray-Brown complaint seeks relief similar to that sought in the Ong complaint. On March 15, 16, and 23, 2021, four other purported stockholders wrote to the Company, separately, alleging that the Registration Statement omitted allegedly material information and demanding that the Company provide supplemental disclosures. The Company believes the allegations in the lawsuits and demands are without merit.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES(a)Nasdaq Global Select Market InformationOur units, Class A ordinary shares and warrants are each traded on NASDAQ under the ticker symbol “ACTCU”, “ACTC” and “ACTCW” respectively. Our units commenced public trading on September 23, 2020. Our Class A ordinary shares and warrants began separate trading on November 16, 2020.(b)HoldersOn December 31, 2020,“PTRA” since June 15, 2021.was one holder of record for our units, one holder of record for our Class A ordinary shares, five holders of our Class B ordinary shares and twowere approximately 732 holders of record of our warrants.(c)Dividendsnotnever declared or paid any cash dividends on our ordinary shares to datecapital stock, and we do not currently intend to pay any cash dividends priorfor the foreseeable future. We expect to the completion of an initial business combination. The payment of cash dividends in theretain future will be dependent upon our revenues and earnings, if any, capital requirementsto fund the development and general financial conditions subsequentgrowth of our business. Any future determination to completion of an initial business combination. The payment of any cashpay dividends subsequent to an initial business combinationon our common stock will be withinat the discretion of our board of directors at such time. In addition,and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant.not currently contemplating and does not anticipate declaring any stock dividends inincorporated by reference to our Proxy Statement for the foreseeable future. Further, if we incur any indebtedness, our ability2022 Annual Meeting of Stockholders to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.(d)Securities Authorized for Issuance Under Equity Compensation PlansNone.(e)Performance GraphNot applicable.(f)Recent Sales of Unregistered Securities; Use of Proceeds from Registered OfferingsOn August 3, 2020,filed with the sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2)SEC within 120 days of the fiscal year ended December 31, 2021. Act. 3,25, 2020, our sponsor transferred 35,000 Founder Shares to each of Arno Harris, Ja-Chin Audrey Lee, Brian Goncher and Steven Berkenfeld, our independent director nominees. On September 18, 2020, our sponsor irrevocably surrendered to us for cancellation and for nil consideration 1,437,500 Class B ordinary shares resulting in 7,187,500 Class B ordinary shares outstanding. The total number of Class B ordinary shares outstanding after ourArcLight completed its initial public offering and the expirationof 25,000,000 units, plus an additional 2,750,000 units subsequently issued upon partial exercise of the underwriters’ overallotment option, to purchase additional units equaled 20%at a price of the total number$10.00 per unit generating gross proceeds of $277,500,000 before underwriting discounts and expenses. Each unit consisted of one Class A ordinary sharesshare and Class B ordinary shares outstanding at such time. The Class B ordinary shares will automatically convert intoone-half of one public warrant. Each whole public warrant entitled the holder thereof to purchase one Class A ordinary shares concurrently with or immediately followingshare at an exercise price of $11.50 per share, subject to certain adjustments. The units sold in the consummation of our initial business combination, or earlier atoffering were registered under the option of the holder thereof,Securities Act on a one-for-one basis, subject to adjustment, as described inregistration statement on Form S-1 (File No. 333-248625). The registration statement became effective on September 22, 2021.prospectus.Our sponsor is an accredited investor for purposesclosing of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with ourArcLight’s initial public offering.Our sponsor purchased an aggregateoffering, ArcLight completed the private placement of 7,550,000 private placement warrants each exercisable to purchase one ordinary share at $1.00 per share, subject to adjustment, at a price of $1.00 per private placement warrants to the Sponsor. The private placement warrants sold to the Sponsor were substantially identical to the public warrants forming a part of the warrants sold in the initial public offering of ArcLight, except that if held by the Sponsor or its permitted transferees, they (i) were permitted to be exercised for cash or on a cashless basis, (ii) were not subject to being called for redemption and (iii) subject to certain limited exceptions, were subject to transfer restrictions until 30 days following the consummation of the Business Combination.warrant, in a private placement that closed simultaneously with the closingshare of our initial public offering. This issuancecommon stock, or on a cash-less basis for 0.255 shares of common stock per warrant. The redemption was made pursuant tocompleted in October 29, 2021. Any warrants not exercised by October 29, 2021 were redeemed for a price of $0.10 per warrant, and subsequently cancelled. exemption from registration contained in Section 4(a)(2) of the Securities Act.No underwriting discounts or commissions were paid with respect to such sales.(g)Purchases of Equity Securities by the Issuer and Affiliated PurchasersNone.ITEM 6. SELECTED FINANCIAL DATANot applicable.ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSReferences to the “company,” “our,” “us” or “we” refer to ArcLight Clean Transition Corp.. The following discussion and analysis of the company’sour financial condition and results of operations should be read in conjunctiontogether with theour audited financial statements and the notes thereto containedincluded elsewhere in this report.Annual Report. Certain of the information contained in thethis discussion and analysis or set forth belowelsewhere in this Annual Report, including information with respect to plans and strategy for Proterra’s business, includes forward-looking statements that involve risks and uncertainties.Cautionary Note Regarding Forward-Looking StatementsThis Annual Report on Form 10-K includes forward-looking statements within As a result of many factors, including those factors set forth in the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause oursection entitled “levels of activity, performance or achievements to becould differ materially different from any futurethe results levels of activity, performance or achievements expresseddescribed in or implied by such forward-looking statements. In some cases, you can identifythe forward-looking statements contained in the following discussion and analysis. You should carefully read the section entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from Proterra’s forward-looking statements.terminology sucha large group of sophisticated customers focused on meeting the wide-ranging needs of the communities they serve.“may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” ora supplier to OEMs in other commercial vehicle segments and geographies. Proterra Powered has partnered with more than a dozen OEMs spanning from Class 3 to Class 8 trucks, several types of buses, and multiple off-highway categories. Through December 31, 2021, Proterra Powered has delivered battery systems and electrification solutions for more than 400 vehicles to our OEM partner customers.negativehigh-power charging needs of such terms orcommercial electric vehicles and optimize their energy usage, while meeting our customers’ space constraints and continuous service requirements. As of December 31, 2021, we had installed more than 60 MW of charging infrastructure across North America.expressions. Factorsrequirements. We sell our electric powertrains using a business development team as well as a channel sales team for certain end markets. These teams work closely with our engineering team to develop optimal electrification solutions for our customers, depending on their vehicle requirements.might cause or contributeare mandated to suchconvert to 100% zero-emission by 2040, including fleets in the state of California and the cities of New York City, Chicago, and Seattle, among others. The fleet size of our primary public transit agency customer targets ranges between approximately 100 to more than 4,000 buses, and their electrification plans typically involve a discrepancy include,phased approach. Our strategy is to maintain the No. 1 market share of the North American electric transit bus market as electric penetration continues to rise by both acquiring new customers and expanding our are not limited to those describedtechnical requirements, reliability, reputation of the manufacturer, and price. This initial sales process from first engagement to award typically ranges from 6 to 18 months. Once a proposal has been awarded, a pre-production process is completed where customer specific options are mutually agreed upon. A final purchase order follows the pre-production process. Procurement of parts and production typically follow the purchase order. Once a bus is fully manufactured, the customer performs a final inspection before accepting delivery, allowing us to recognize revenue. The length of time between a customer award and vehicle acceptance typically varies between 12 and 24 months, depending on product availability and production capacity.our other SEC filings.OverviewWe areplace and at scale with approximately 350,000 square feet of manufacturing space across three facilities in two states. In City of Industry, California, we operate a blank check company incorporated on July 28, 2020battery production facility as well as a Cayman Islands exempted companybus manufacturing facility. We also operate a battery production facility in Burlingame, California. Our largest bus manufacturing facility is located in Greenville, South Carolina. Battery manufacturing capacity at our City of Industry facility, once fully staffed on a three shift structure, is 675 MWh, sufficient to supply batteries for both our total bus manufacturing capacity of 680 transit buses across our two bus assembly facilities in Greenville, SC and City of Industry, CA, as well as more than 350 MWh of Proterra Powered batteries for third-party customers, equivalent to 1,500 school buses and/or delivery vehicles per year. In November 2021, we entered into a lease arrangement for a new plant with approximately 327,000 square feet at Greer, South Carolina to expand our battery system manufacturing capacity and to multiple gigawatt-hours per year. We have specifically developed our battery modules using a design for manufacturability (DFM) approach that enables high-volume automated production of the module using a modular manufacturing line that can be rapidly built with low capital expenditures. Enabled by the simplicity of design and integrated architecture of our battery modules, we manufacture our battery packs in two widths and heights, various lengths ranging from 3-feet to 9-feet, and four different voltages. In the year ended December 31, 2020, our battery production was 111 MWh and in the year ended December 31, 2021, our production was 189 MWh, a 70% increase year over year. As we increase our production volumes, we believe that we will be able to leverage our historical investments in capacity to reduce our labor and overhead costs as a percentage of total revenue. We currently have sufficient capacity to fulfill our current backlog and anticipated near-term growth.purposepast three years. We generated a gross profit of effecting$2.1 million for the year ended December 31, 2021 and a merger, share exchange, asset acquisition, share purchase, reorganizationgross profit of $7.5 million for the year ended December 31, 2020, and a gross loss of $1.6 million for the year ended December 31, 2019. We have also invested significant resources in research and development, operations, and sales and marketing to grow our business and, as a result, generated losses from operations of $127.6 million, $96.0 million, and $99.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.similar business combination with one or more businesses or entities (the “Business Combination”),other services provided in addition to the hardware delivered.have not yet identified. Our sponsor is ArcLight CTC Holdings, L.P., a Delaware limited partnership (our “Sponsor”).Our registration statementuse to evaluate our ongoing operations and for internal planning and forecasting purposes, because, among other reasons, it eliminates the effect of financing, non-recurring items, capital expenditures, and non-cash expenses such as stock-based compensation and (gain) loss on valuation of derivative and warrant liabilities. We believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our initial public offering (the “Initial Public Offering”) was declared effective on September 22, 2020. operating results in the same manner as our management and board of directors.Year Ended December 31, (in thousands) 2021 2020 2019 Adjusted EBITDA Reconciliation: Net income (loss) $ (250,006) $ (127,007) $ (101,552) Add (deduct): Interest expense, net 50,982 15,413 2,704 Provision for income taxes 16 22 — Depreciation and amortization expense 15,689 15,536 12,643 Stock-based compensation expense 16,061 10,282 8,520 Loss on valuation of derivative and warrant liabilities 70,177 12,989 — Asset impairment charge — 121 6,440 Adjusted EBITDA $ (97,081) $ (72,644) $ (71,245) September 25, 2020,June 14, 2021, we consummated its Initial Public Offering of 25,000,000 units (the “Units”the transactions contemplated by the Merger Agreement, by and with respect toamong ArcLight, Phoenix Merger Sub, and Legacy Proterra. As contemplated by the Class A ordinary shares included inMerger Agreement, on June 11, 2021, ArcLight consummated the Units being offered,Domestication. Further, on June 14, 2021, as contemplated by the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4 million, inclusive of approximately $8.8 million in deferred underwriting commissions. On September 29, 2020, we issued an additional 2,750,000 units (the “Over-Allotment Units”)Merger Agreement, Proterra consummated the Merger.the partial exercise by the underwriters of their over-allotment optionsubscription agreements entered into in connection with the Initial Public Offering (the “Over-Allotment”). The Over-Allotment Units were priced at $10.00 per Unit, generating total gross proceedsMerger Agreement, the PIPE Investors purchased an aggregate of $27.5 million and incurring additional offering costs41,500,000 shares of approximately $1.5 million, inclusiveProterra common stock concurrently with the Closing for an aggregate purchase price of approximately $1.0$415,000,000.deferred underwriting commissions.Simultaneously with the closingnet cash proceeds upon Closing to fund our growth initiatives, including research and development and our next-generation battery program.Initial Public Offering on September 25, 2020, we consummated the private placement (“Private Placement”) of 7,000,000public warrants and private placement warrants (each, a “Private Placement Warrant”were exercised, and collectively,we redeemed the “Private Placement Warrants”),remaining outstanding public warrants at a redemption price of $1.00$0.10 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million. Concurrently with the consummationpublic warrant.Over-Allotmentnovel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on September 29,March 11, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts to our Sponsor also purchasedsupply chain, operations, and customer demand. Our manufacturing operations, and our transit agency customers, have been designated as an additional 550,000 Private Placement Warrants, generating gross proceeds“Essential Business” under applicable public health orders. We made adjustments to our business operations and have continued to operate with limited interruptions since March 2020 with no material adverse impact to our operations, financial position, or liquidity through December 31, 2021. Most recently, during the third and fourth quarters of approximately $0.6 million.Upon2021, our vehicle and equipment deliveries were impacted by constraints and inefficiencies in production driven by shortages in component parts, particularly resin for connectors, resulting from global supply chain disruptions stemming from the closingpandemic. Although we achieved revenue growth during the year ended December 30, 2021 compared to the year ended December 31, 2020, these disruptions decreased our revenue and increased our overhead. More generally, the COVID-19 pandemic is currently expected to continue to have an impact on our results of operations, financial position, and liquidity. If the outbreak, and related shutdowns, logistics delays, part shortages, production inefficiencies or extended customer order and acceptance processes, are prolonged or worsen, including as a result of variant strains of the Initial Public Offeringvirus, it could lead to more significant delays in production, the signing of new customer contracts, and customer acceptances of near-term deliveries.Private Placement on September 25, 2020, $250.0 million ($10.00 per Unit)likelihood of competitive substitution. In order to sell additional products to new and existing customers, we will need to continue to invest significant resources in our products and services. If we fail to make the net proceedsright investment decisions in our technology and electrification solutions, including our battery systems and electrification and charging solutions, if customers do not adopt our technology or our products and services, or if our competitors are able to develop technology or products and services that are superior to ours, our business, prospects, financial condition, and operating results could be adversely affected.the salecost of the Unitsgoods sold in the Initial Public Offeringall products and the Private Placement were placedwe continue to explore ways to reduce these costs through improved design for cost, strategic sourcing, long-term contracts, and in some cases vertical integration. We launched two new manufacturing facilities in 2017 and a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company actingnew battery manufacturing facility in 2020. We believe that an increase in volume and additional experience will allow us to leverage those investments and reduce our labor and overhead costs, as trusteewell as our freight costs, as a percentage of total revenue. By reducing material costs, increasing facility utilization rates and invested in United States “government securities” within the meaningimproving overall economies of Section 2(a)(16)scale, we can reduce prices while maintaining or growing gross margins of the Investment Company Act havingour products to improve customers’ total cost of ownership and help accelerate commercial electric vehicle adoption. Our ability to achieve our cost-saving and production-efficiency objectives could be negatively impacted by a maturityvariety of 185 daysfactors including, among other things, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs, and unexpected supply-chain quality issues or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In connection with the consummation of the Over-Allotment on September 29, 2020, an additional amount of $27.5 million ($10.00 per Unit), for a total of approximately $277.5 million, was placed in the Trust Account.completeachieve our goals, we may not be able to reduce priceYear Ended December 31, (in thousands) 2021 2020 2019 Product revenue $ 232,450 $ 190,411 $ 172,295 Parts and other service revenue 10,410 6,532 8,989 Total revenue 242,860 196,943 181,284 Product cost of goods sold 229,142 181,987 173,428 Parts and other service cost of goods sold 11,666 7,417 9,467 240,808 189,404 182,895 Gross profit (loss) 2,052 7,539 (1,611) 43,840 36,233 35,477 85,841 67,139 56,132 Asset impairment charge — 121 6,440 Total operating expenses 129,681 103,493 98,049 Loss from operations (127,629) (95,954) (99,660) Interest expense, net 50,982 15,413 2,704 Loss on valuation of derivative and warrant liabilities 70,177 12,989 — Other expense (income), net 1,202 2,629 (812) Loss before income taxes (249,990) (126,985) (101,552) Provision for income taxes 16 22 — Net loss $ (250,006) $ (127,007) $ (101,552) Year Ended December 31, (in thousands) 2021 2020 2019 Cost of goods sold $ 1,385 $ 929 $ 826 Research and development 2,507 1,616 1,436 Selling, general and administrative 12,169 7,737 6,258 Total stock-based compensation expense $ 16,061 $ 10,282 $ 8,520 Year Ended December 31, 2021 2020 2019 Product revenue 96 % 97 % 95 % Parts and other service revenue 4 3 5 Total revenue 100 100 100 Product cost of goods sold 94 92 96 Parts and other service cost of goods sold 5 4 5 99 96 101 Gross profit (loss) 1 4 (1) 18 18 19 35 34 31 Asset impairment charge — — 4 Total operating expenses 53 52 54 Loss from operations (53) (48) (55) Interest expense, net 21 8 1 Loss on valuation of derivative and warrant liabilities 29 7 — Other (income) expense, net — 1 — Loss before income taxes (103) (64) (56) Provision for income taxes — — — Net loss (103) % (64) % (56) % Year Ended December 31, 2021 2020 2019 Cost of goods sold 1 % — % 1 % Research and development 1 1 1 Selling, general and administrative 5 4 3 Total stock-based compensation expense 7 % 5 % 5 % Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Product revenue $ 232,450 $ 190,411 $ 42,039 22 % Parts and other service revenue 10,410 6,532 3,878 59 % Total revenue $ 242,860 $ 196,943 $ 45,917 23 % Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Product cost of goods sold $ 229,142 $ 181,987 $ 47,155 26 % Parts and other service cost of goods sold 11,666 7,417 $ 4,249 57 % Total cost of goods sold $ 240,808 $ 189,404 $ 51,404 27 % Gross profit $ 2,052 $ 7,539 $ (5,487) (73) % Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Research and development $ 43,840 $ 36,233 $ 7,607 21 % Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Selling, general and administrative $ 85,841 $ 67,139 $ 18,702 28 % Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Asset impairment charge $ — $ 121 $ (121) (100) % Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Interest income $ (1,735) $ (240) $ (1,495) 623 % Interest expense 52,717 15,653 37,064 237 Interest expense, net $ 50,982 $ 15,413 $ 35,569 231 within 24 monthsand additional interest expense resulting from the original aggregate principal of $200.0 million of Convertible Notes issued in August 2020. These amounts were offset by increased interest income earned on investments from cash equivalents and short-term investments. For more information regarding the Convertible Notes, see “—Liquidity and capital resources” below.Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Loss on valuation of derivative and warrant liabilities $ 70,177 $ 12,989 $ 57,188 440 % Year Ended December 31, $ % (dollars in thousands) 2021 2020 Change Change Other expense, net $ 1,202 $ 2,629 $ (1,427) (54) % Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Product revenue $ 190,411 $ 172,295 $ 18,116 11 % Parts and other service revenue 6,532 8,989 (2,457) (27) % Total revenue $ 196,943 $ 181,284 $ 15,659 9 % Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Product cost of goods sold $ 181,987 $ 173,428 $ 8,559 5 % Parts and other service cost of goods sold 7,417 9,467 $ (2,050) (22) % Total cost of goods sold $ 189,404 $ 182,895 $ 6,509 4 % Gross profit (loss) $ 7,539 $ (1,611) $ 9,150 NM Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Research and development $ 36,233 $ 35,477 $ 756 2 % Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Selling, general and administrative $ 67,139 $ 56,132 $ 11,007 20 % Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Asset impairment charge $ 121 $ 6,440 $ (6,319) NM Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Interest income $ (240) $ (1,447) $ 1,207 (83) % Interest expense 15,653 4,151 11,502 277 Interest expense, net $ 15,413 $ 2,704 $ 12,709 470 Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Loss on valuation of derivative and warrant liabilities $ 12,989 $ — $ 12,989 NM Year Ended December 31, $ % (dollars in thousands) 2020 2019 Change Change Other (income) expense, net $ 2,629 $ (812) $ 3,441 NM Initial Merger, certain Convertible Note holders with an original aggregate principal amount of $46.5 million elected to convert their Convertible Notes at the Closing of the Business Combination, resulting in the issuance of 7.4 million shares of common stock. An aggregate of $48.8 million principal and interest was reclassified to stockholders’ equity, and $21.0 million of remaining related debt issuance costs were expensed to interest expense.Offering,transit agencies may require their suppliers to obtain performance bonds from surety companies or September 25, 2022,letters of credit to protect against non-performance. These performance guarantees are normally valid from contract effective date to completion of the contract, which is generally upon customer acceptance of the vehicle. Surety companies limit the maximum coverage they will provide based on financial performance and do not provide committed bonding facilities. Currently, we will (i) cease all operations exceptare required to cash collateralize a portion of the total performance bond amount. The collateral provided is shown as restricted cash on the balance sheet. As ofYear Ended December 31, (in thousands) 2021 2020 2019 Cash flows (used in) provided by: Operating activities $ (126,261) $ (76,070) $ (97,294) Investing activities (447,281) (54,525) (35,227) Financing activities 632,449 200,643 83,196 Net increase (decrease) in cash and cash equivalents, and restricted cash $ 58,907 $ 70,048 $ (49,325) winding up; (ii)raising capital, incurring debt, or operating our business. With the exception of letters of credit primarily used to guarantee payments under a product supply agreement, a lease arrangement, or performance bond obligations, we do not have any off-balance sheet arrangements or relationships with entities that are not disclosed in our consolidated financial statements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenue, expenses, results of operations, liquidity, capital expenditures, or capital resources. In addition, we do not engage in trading activities involving non-exchange traded contracts.promptlyof December 31, 2021, of which 11% was expected to due within one year, 28% in 2023 and 2024, and the remainder thereafter through 2028.reasonably possible butof December 31, 2021, which will mature in August 2025. The outstanding balances will be automatically converted into common stock at $6.5712 per share pursuant to the mandatory conversion provisions, if and when the VWAP of our common stock exceeds $9.86 over 20 consecutive days subsequent to January 13, 2022.more than ten business days thereafter, redeembundled with other goods or services.Public Shares,revenue recognition criteria are not recognized in the statement of operations and are instead recorded as deferred revenue on the balance sheets.per-sharestraight-line basis over the requisite service period for the entire award.payable in cash,the expected volatility being used is primarily derived from the historical stock volatility of a representative industry peer group of comparable publicly listed companies over a period approximately equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the numberexpected term of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (includingstock options.right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approvalfair value of the remaining shareholders and theour common stock was determined by our board of directors, liquidate and dissolve, subjectwith input from management, taking into account our most recent valuations from an independent third-party valuation firm. Our board of directors intended all stock options granted to have an exercise price per share not less than the per share fair value of our common stock on the date of grant. The valuations of our common stock were determined in accordance with the guidelines outlined in the caseAmerican Institute of clauses (ii)Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions we use in the valuation models were based on future(iii),considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:obligationsindebtedness under the Senior Credit Facility that bears interest at floating rates based on the prime rate plus a specified margin. As of December 31, 2021, we had no borrowing outstanding under the Senior Credit Facility.Page(s) /s/ KPMG LLP We have served as the Company’s auditor since 2012 Santa Clara, California March 14, 2022 December 31, 2021 2020 Assets: Cash and cash equivalents $ 170,039 $ 110,719 Accounts receivable, net 81,644 51,716 Short-term investments 490,967 68,990 Inventory 114,556 92,330 Prepaid expenses and other current assets 15,300 7,455 Deferred cost of goods sold 1,816 2,037 Restricted cash, current 12,105 8,397 Total current assets 886,427 341,644 Property, plant, and equipment, net 62,246 53,587 Operating lease right-of-use assets 24,282 10,310 Restricted cash, non-current 460 4,581 Other assets 8,472 4,789 Total assets $ 981,887 $ 414,911 Liabilities and Stockholders’ Equity: Accounts payable $ 53,404 $ 25,074 Accrued liabilities 20,634 19,736 Deferred revenue, current 13,821 16,015 Operating lease liabilities, current 4,084 3,153 Total current liabilities 91,943 63,978 Debt, non-current 110,999 133,252 Derivative liability — 70,870 Warrant liability — 39,670 Deferred revenue, non-current 22,585 12,206 Operating lease liabilities, non-current 20,963 7,891 Other long-term liabilities 15,245 12,578 Total liabilities 261,735 340,445 Commitments and contingencies (Note 8) 0 0 Stockholders’ equity: Convertible preferred stock, $0.0001 par value; zero shares authorized and zero shares issued and outstanding as of December 31, 2021; 115,644 shares authorized and 115,136 shares issued and outstanding as of December 31, 2020; liquidation preference zero as of December 31, 2021 and $631.3 million as of December 31, 2020 — 13 Common stock, $0.0001 par value; 500,000 shares authorized and 221,960 shares issued and outstanding as of December 31, 2021; 156,277 shares authorized and 5,678 shares issued and outstanding as of December 31, 2020 22 1 Preferred stock, $0.0001 par value; 10,000 shares authorized and zero shares issued and outstanding as of December 31, 2021; zero shares authorized, issued and outstanding as of December 31, 2020 — — Additional paid-in capital 1,578,943 682,671 Accumulated deficit (858,225) (608,219) Accumulated other comprehensive loss (588) — Total stockholders’ equity 720,152 74,466 Total liabilities and stockholders’ equity $ 981,887 $ 414,911 Year Ended December 31, 2021 2020 2019 Product revenue $ 232,450 $ 190,411 $ 172,295 Parts and other service revenue 10,410 6,532 8,989 Total revenue 242,860 196,943 181,284 Product cost of goods sold 229,142 181,987 173,428 Parts and other service cost of goods sold 11,666 7,417 9,467 Total cost of goods sold 240,808 189,404 182,895 Gross profit (loss) 2,052 7,539 (1,611) Research and development 43,840 36,233 35,477 Selling, general and administrative 85,841 67,139 56,132 Asset impairment charge — 121 6,440 Total operating expenses 129,681 103,493 98,049 Loss from operations (127,629) (95,954) (99,660) Interest expense, net 50,982 15,413 2,704 Loss on valuation of derivative and warrant liabilities 70,177 12,989 — Other expense (income), net 1,202 2,629 (812) Loss before income taxes (249,990) (126,985) (101,552) Provision for income taxes 16 22 — Net loss $ (250,006) $ (127,007) $ (101,552) Net loss per share of common stock, basic and diluted $ (2.07) $ (28.96) $ (28.08) Shares used in computing net loss per share of common stock, basic and diluted 120,886 4,385 3,616 Year Ended December 31, 2021 2020 2019 Net loss $ (250,006) $ (127,007) $ (101,552) Other comprehensive loss, net of taxes: Available-for-sale securities: Unrealized losses on available-for-sale securities (588) — — Other comprehensive loss, net of taxes (588) — — Total comprehensive loss, net of taxes $ (250,594) $ (127,007) $ (101,552) Convertible
Preferred StockCommon Stock Additional Paid-in Capital Accumulated
DeficitAccumulated Other Comprehensive Loss Total Shares Amount Shares Amount Balance, December 31, 2018 103,911 $ 11 3,124 — $ 571,129 $ (379,660) $ — $ 191,480 Issuance of stock, net of costs 11,225 2 803 — 88,388 — — 88,390 Issuance of warrants — — — — 141 — — 141 Stock-based compensation — — — — 8,520 — — 8,520 Net loss — — — — — (101,552) — (101,552) Balance, December 31, 2019 115,136 13 3,927 — 668,178 (481,212) — 186,979 Issuance of stock, net of costs — — 1,751 1 4,211 — — 4,212 Stock-based compensation — — — — 10,282 — — 10,282 Net loss — — — — — (127,007) — (127,007) Balance, December 31, 2020 115,136 13 5,678 1 682,671 (608,219) — 74,466 Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (115,136) (13) 115,576 11 2 — — — Conversion of Convertible Notes into common stock — — 7,424 1 48,780 — — 48,781 Issuance of common stock upon the reverse recapitalization, net of issuance costs — — 76,172 8 502,307 — — 502,315 Reclassification of derivative liability upon the reverse recapitalization — — — — 182,554 — — 182,554 Reclassification of Legacy Proterra warrant liability upon the reverse recapitalization — — — — 87,016 — — 87,016 Issuance of common stock upon exercise of options and warrants — — 7,012 1 6,711 — — 6,712 Issuance of Earnout Shares, net of repurchase — — 4,736 — (634) — — (634) Issuance of common stock upon warrant redemption — — 5,362 — 53,475 — — 53,475 Stock-based compensation — — — — 16,061 — — 16,061 Net loss — — — — — (250,006) — (250,006) Other comprehensive loss, net of taxes — — — — — — (588) (588) Balance, December 31, 2021 — $ — 221,960 $ 22 $ 1,578,943 $ (858,225) $ (588) $ 720,152 Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Net loss $ (250,006) $ (127,007) $ (101,552) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 15,689 15,536 12,643 Loss on disposal of fixed assets 645 143 527 Asset impairment charge — 121 6,440 Stock-based compensation 16,061 10,282 8,520 Amortization of debt discount and issuance costs 34,809 6,045 306 Accretion of debt end of term charge and PIK interest 8,207 3,501 604 Loss on valuation of derivative and warrant liabilities 70,177 12,989 — Others 1,281 (153) (284) Changes in operating assets and liabilities: Accounts receivable (29,928) (7,216) (9,005) Inventory (20,181) 2,182 (15,692) Prepaid expenses and other current assets (8,021) (1,043) 563 Deferred cost of goods sold 221 (797) 4,207 Operating lease right-of-use assets and liabilities 30 87 — Other assets (1,974) 1,575 (4,746) Accounts payable and accrued liabilities 27,447 (4,090) (1,025) Deferred revenue, current and non-current 6,586 9,599 132 Other non-current liabilities 2,696 2,176 1,068 Net cash used in operating activities (126,261) (76,070) (97,294) Cash flows from investing activities: Purchase of investments (587,846) (108,960) (71,817) Proceeds from maturities of investments 164,000 80,000 50,400 Purchase of property and equipment (23,435) (25,565) (13,810) Net cash used in investing activities (447,281) (54,525) (35,227) Cash flows from financing activities: Merger and PIPE financing 644,695 — — Payment of tax withholding obligations on earnout shares (634) — — Proceeds from debt, net of issuance costs — 219,471 21,362 Repayment of debt (17,083) (22,787) (26,708) Repayment of finance obligations (2,642) (484) (452) Proceeds from government grants 1,323 275 522 Proceeds from exercise of stock options and warrants 6,790 4,168 1,726 Proceeds from issuance of stock, net of issuance costs — — 86,746 Net cash provided by financing activities 632,449 200,643 83,196 Net increase (decrease) in cash and cash equivalents, and restricted cash 58,907 70,048 (49,325) Cash and cash equivalents, and restricted cash at the beginning of period 123,697 53,649 102,974 Cash and cash equivalents, and restricted cash at the end of period $ 182,604 $ 123,697 $ 53,649 Supplemental disclosures of cash flow information: Cash paid for interest $ 9,074 $ 5,827 $ 4,881 Cash paid for income taxes 15 9 — Year Ended December 31, 2021 2020 2019 Non-cash investing and financing activity: Issuance of warrants in connection with debt borrowing $ — $ — $ 141 Assets acquired through accounts payable and accrued liabilities 4,955 659 4,017 Non-cash transfer of vehicles from inventory to internal use — — 967 Non-cash transfer of leased assets to inventory 2,046 635 — Reclassification of Convertible Notes warrants liability upon exercise 17,696 — — Conversion of Convertible Notes into common stock 48,607 — — Reclassification of remaining Convertible Notes warrants liability upon the reverse recapitalization 69,320 — — Reclassification of derivative liability upon the reverse recapitalization 182,554 — — Conversion of preferred stock into common stock 627,315 — — Cashless warrant exercise 53,326 — — Non-cash long-term investment 1,600 — — law to provide for claimsRegistrar of creditorsCompanies, and filed a certificate of incorporation and a certificate of corporate domestication with the requirementsSecretary of other applicable law.Proposed MergerJanuary 11,June 14, 2021 we entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”(the “Closing Date”), by and amongArcLight consummated a merger with Phoenix Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of ArcLight (“Phoenix Merger Sub”), and Proterra Inc, a Delaware corporation (“Legacy Proterra”).The Merger Agreement and the transactions contemplated thereby were approved by our boards of directors and the board of directors of Proterra.The Business CombinationThe Merger Agreement provides for, among other things, the following transactions at the closing: (i) we will become a Delaware corporation (the “Domestication”), (ii) following the Domestication, Phoenix Merger Sub will merge with and intoLegacy Proterra with Proterrasurviving as the surviving company in the merger and after giving effect to such merger, continuing as a wholly-owned subsidiary of usArcLight (the “Merger”) and, in connectioncollectively with the Merger, (iii) our name will be changed to Proterra Inc. The Domestication, the Merger and the other transactions contemplated bydescribed in the Agreement and Plan of Merger Agreement are hereinafter referred to as(the “Merger Agreement”), the “Business Combination”.The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by our stockholders and the fulfillment of other customary closing conditions.Business Combination ConsiderationIn accordance with the terms and subject to the conditions of the Merger Agreement, each share of common stock of Proterra, par value $0.0001 per share (“Proterra Common Stock”), other than any Cancelled Shares (as defined in the Merger Agreement) and Dissenting Shares (as defined in the Merger Agreement) shall be converted into the right to receive a fraction of a share of duly authorized, validly issued, fully paid and nonassessable ordinary shares, par value $0.0001 per share, of ArcLight (“ArcLight Common Stock”) equal to 0.8925 ArcLight Common Stock. In addition to the issuance of ArcLight Common Stock at the 0.8925 exchange ratio as of closing of the Business Combination, in the event that the closing sale price of ArcLight Common Stock exceeds certain price thresholds for 20 out of any 30 consecutive trading days during the first five years following the closing of the Business Combination, up to an additional 22,809,500 shares of ArcLight Common Stock may be issued to the parties that were holders of Proterra Common Stock immediately prior to the closing of the Business Combination.60GovernanceWe have agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Business Combination, our board of directors shall consist of nine directors, which shall be divided into three classes, which directors shall include the current board of directors of Proterra and Jake F. Erhard as our designee. Additionally, the current Proterra management team will move to us in their current roles and titles.Representations and Warranties; CovenantsThe Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of us and Proterra and that each of the parties have undertaken to procure approval under the under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). In addition, we have agreed to adopt an equity incentive plan and employee stock purchase plan, as described in the Merger Agreement.Conditions to Each Party’s ObligationsThe obligation of us and Proterra to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of our shareholders, (iii) the approval of Proterra’s shareholders and (iv) the Registration Statement (as defined below) becoming effective.In addition, the obligation of us to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Proterra being true and correct to the standards applicable to such representations and warranties and each of the covenants of Proterra having been performed or complied with in all material respect, (ii) the aggregate cash proceeds from our trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $300,000,000 (after deducting any amounts paid to our shareholders that exercise their redemption rights in connection with the Business Combination, Legacy Proterra changed its name to “Proterra Operating Company, Inc.” and ArcLight changed its name to “Proterra Inc”.of unpaid transaction expenses incurred or subjectloss per common share, prior to reimbursement by us) and (iii) no Material Adverse Effect (as definedthe Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement) shall have occurred.The obligation(0.8925 shares of Legacy Proterra common stock for 1 share of Proterra to consummatecommon stock) (the “Exchange Ratio”). Unless otherwise specified or unless the Business Combination is also subjectcontext otherwise requires, references in these notes to the fulfillment of other closing conditions, including, but not limited“Company,” “we,” ”us,” or ”our” refer to (i) the representations and warranties of us and Phoenix Merger Sub being true and correctLegacy Proterra prior to the standards applicable to such representations and warranties and each of the covenants of us having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from our trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $350,000,000 (after deducting any amounts paid to our shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by us) and (iii) the approval by Nasdaq of our listing application in connection withProterra following the Business Combination.TerminationThe Merger Agreement may be terminated under certain customary and limited circumstances priorCombination.Year Ended December 31, 2021 2020 2019 United States $ 227,091 $ 141,073 $ 167,574 Rest of World 15,769 55,870 13,710 Total $ 242,860 $ 196,943 $ 181,284 (i) by mutual written consentthose related to revenue recognition, collectability of usaccounts receivable, valuation of inventories, valuation of Convertible Notes (See Note 4), warranty liability, contingent liabilities, stock-based compensation expense, useful lives of property, plant, and Proterra, (ii) by Us ifequipment, recoverability of assets, residual value of leased assets, and the representationsvaluation of deferred tax assets. These estimates are based on historical facts and warranties of Proterravarious other assumptions that the Company believes are not truereasonable. Actual results could differ materially from those estimates.correct or if Proterra failsliabilities denominated in currencies other than the U.S. dollar are remeasured to perform any covenant or agreement set forththe U.S. dollar at period end, and transaction gains and losses are recorded in other expense (income), net in the Merger Agreement suchstatements of operations. Net gains or losses resulting from foreign exchange transactions were not material for the years ended December 31, 2021 and 2019. The net losses resulting from foreign exchange transactions were $1.1 million for the year ended December 31, 2020.conditionscash amounts restricted as to closing cannotwithdrawal or use. The restricted cash is primarily collateral for performance bonds issued to certain customers. The collateral is provided in the form of a cash deposit to either support the bond directly or to collateralize a letter of credit that supports the performance bonds. As of December 31, 2021 and 2020, restricted cash was$12.6 million and $13.0 million, respectively.satisfiedused in business operations.breachrelatively low number of customers, revenue and accounts receivable have typically been concentrated with a limited number of customers.Revenue Accounts Receivable Year Ended December 31, December 31, 2021 2020 2019 2021 2020 Number of customers accounted for 10% or more* — 1 — 1 2 breachesaccounts receivable, net as of such representations or warranties orDecember 31, 2021 and 2020.failure to perform such covenant or agreement, as applicable,Company with a number of components that are not cured or cannotrequired for manufacturing of its current products. In other instances, although there may be cured within certain specified time periods, (iii) termination by Proterra ifmultiple suppliers available, many of the representations and warranties of uscomponents are not true and correct or if wepurchased from a single source. If these single source suppliers fail to performmeet the Company’s requirements on a timely basis at competitive prices, the Company could suffer manufacturing delays, a possible loss of revenue, or incur higher cost of sales, any covenantof which could adversely impact the Company’s operating results.agreement set forthpayment. The carrying amount of the Company’s debt, except for Convertible Notes (as defined below), approximates its fair value as the stated interest rates approximate market rates currently available to the Company.Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties orembedded conversion features associated with the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either us or Proterra if the Business Combination is not consummated by July 11, 2021, (v) by either us or Proterra if certain required approvals are not obtained by our shareholdersConvertible Notes no longer qualify for derivative accounting after the conclusion of a meeting of our stockholders held for such purpose at which such shareholders voted on such approvals, and (vi) termination by us if Proterra’s shareholders do not deliver to us a written consent approving the Business Combination within ten business daysconversion price became fixed. The carrying amount of the Consent Solicitation Statement (as defined inembedded derivative, the Merger Agreement) being disseminated.If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Merger Agreement).The Merger Agreement contains representations, warranties and covenants that the respective parties made to each otherfair value as of the date of the Closing, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging.Agreementthe stock issuable upon exercise of the warrants is common stock, with no possibility to convert to Legacy Proterra convertible preferred stock. As a result, the carrying amount of the warrant liability was reclassified to stockholders’ equity.Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years Deferred revenue as of December 31, 2020 $ 28,221 Revenue recognized from beginning balance during the year ended December 31, 2021 22,183 Deferred revenue added during the year ended December 31, 2021 (13,998) Deferred revenue as of December 31, 2021 $ 36,406 specific dates.vehicle manufacturers, as well as the sale of spare parts and other services provided to customers. Product revenue consists of revenue earned from vehicles and charging systems, battery systems and powertrain components, installation of charging systems, and revenue from leased vehicles, charging systems, and batteries under operating leases. Leasing revenue recognized over time was approximately $2.1 million, $2.3 million and $3.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Parts and other service revenue includes revenue earned fromassertions embodiedCompany assesses the products and services promised in those representations, warrantiescontracts at contract inception, and covenants were madeidentifies performance obligations for purposeseach promise to transfer to the customer a product or service that is distinct. If a product or service is separately identifiable from other items in the bundled arrangement and a customer can benefit from the product or service on its own or with other resources that are readily available to the customer, then such product or service is considered distinct. Customer contracts typically have multiple performance obligations. Generally, the Company’s goods and services are considered separate performance obligations. Development services and products sold to other vehicle manufacturers are typically sold on a stand-alone basis and are not bundled with other goods or services.amongis allocated to each performance obligation in a manner depicting the respective partiesamount of consideration to which the Company expects to be entitled in exchange for transferring the goods or services to the customer (the “allocation objective”). If the allocation objective is met at contractual prices, no further allocations are made. Otherwise, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis.Year Ended December 31, 2021 2020 2019 Proterra Transit $ 195,558 $ 156,021 $ 150,476 Proterra Powered & Energy 47,302 40,922 30,808 Total $ 242,860 $ 196,943 $ 181,284 important qualificationsongoing payments. No allowance was recorded for the receivables under the leasing arrangements.limitations agreednon-lease components are not separated for all leases regardless of whether the Company is the lessee or a lessor to the lease. See Note 7, Leases, for additional information.Year Ended December 31, 2021 2020 2019 Warranty reserve – beginning of period $ 18,582 $ 14,926 $ 10,602 Warranty costs incurred (7,199) (4,214) (6,031) Net changes in liability for pre-existing warranties, including expirations (1,710) (3,392) (840) Provision for warranty 13,601 11,262 11,195 Warranty reserve – end of period $ 23,274 $ 18,582 $ 14,926 partiestaxing authorities based on the technical merits of the position. The Company adjusts these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves that are considered appropriate.December 31, 2020 Increase/ Decrease December 31, 2021 Net unrealized losses on available-for-sale securities $ — $ (588) $ (588) Total accumulated other comprehensive income (loss), net of taxes $ — $ (588) $ (588) negotiatingthe Closing remained outstanding and became convertible into shares of Proterra common stock in accordance with the terms of such agreement. The representations, warrantiesConvertible Notes.covenantsan aggregate of $0.2 million was paid from the trust account to these redeeming holders; and each share of ArcLight Class A and Class B ordinary shares was converted into the right to receive one share of Proterra’s common stock resulting in the Merger Agreement are also modified in important part byissuance of 34,671,900 shares of common stock; underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that these schedules contain information that is material to an investment decision.PIPE Financing (Private Placement)Concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) withbetween ArcLight and certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements,, the PIPE Investors agreed to subscribe for and purchase, and we agreed to issue and sell to such investors, immediately following the Closing (as defined in the Merger Agreement), an aggregate of 41,500,000purchased 41.5 million shares of our Common Stock forProterra common stock at a purchase price of $10.00 per share for aggregate gross proceeds of $415,000,000$415.0 million (the “PIPE Financing”).The closing;PIPE Financing is contingent upon, among other things,following events during the substantially concurrent consummation offirst five years following the Business Combination. The Subscription Agreements provide that we will grant the investors in the PIPE Financing certain customary registration rights.The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreement.Sponsor Support AgreementConcurrently with the executionClosing of the Merger Agreement, the Sponsor, and other(“earnout period”), up to an additional 22,809,500 shares of Proterra common stock (the “Earnout Stock”) may be issued to former holders of Class B ordinary shares, par value $0.0001 per share,Legacy Proterra convertible preferred stock, common stock, warrants, vested options and Convertible Notes as of ArcLight entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with us and Proterra, pursuant to which the Sponsor and such holders agreed to, among other things, (i) vote at any meeting of the shareholders of our Company all of their ordinary shares held of record or thereafter acquired in favor of the Proposals (as defined in the Merger Agreement), (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities,immediately prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.The foregoing descriptionMerger, as follows:Sponsor Support Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement.Sponsor Letter AgreementConcurrently with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”) with us and Proterra, pursuant to which the parties thereto agreed to, among other things, (i) certain vesting and forfeiture terms with respect to 10% of our CommonEarnout Stock beneficially owned by the Sponsor immediately following the closing, (ii) the lock-up described below and (iii) cause our designee to the ArcLight board of directors to resign in the event the Sponsor sells, disposes of, transfers or assigns (other than to an affiliate) 50% or more of the ArcLight Common Stock held beneficially by the Sponsor as of the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.The foregoing description of the Sponsor Letter Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Letter Agreement.On February 2, 2021, ArcLight, Proterra and the Sponsor entered into Amendment No. 1 to the Sponsor Letter Agreement (the “Amendment”) to conditionally shorten the Lock-up Period with respect to a portion of the Lock-up Shares based on the trading price of the ArcLight Common Stock following the Closing Date. Under the terms of the Amendment, the Lock-up Period shall be the period beginning on the Closing Date and ending 180 days after the Closing Date; provided, that the Lock-up Period will terminate early with respect to:A.33% of the Lock-up Shares on the business day after the Release Condition (as defined below) is satisfied during the period starting on the day after the Closing Date and ending on the 119th day after the Closing Date; provided, that such early termination will occur no earlier than the later of 60 days after the Closing Date and 30 days after the registration statement registering shares of ArcLight Common Stock issued on the Closing Date to investors in connection with the PIPE financing contemplated by the Merger Agreement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), andB.33% of the Lock-up Shares on the business day after the Release Condition is satisfied during the period starting 120 days after the Closing Date (which, for the avoidance of doubt, shall represent an additional 33% of the Lock-up Shares if the Release Condition shall have been satisfied in clause (A) above).For purposes of the Amendment, the term “Release Condition” means if over any 20 trading days within any 30 trading day period, the volume-weighted average price (“VWAP”) of ArcLight Commonthe Proterra common stock is greater than or equal to $15.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $15.00 per share (the “First Earnout Shares”);forof the ArcLight Common StockProterra common stock that is greater than or equal to $20.00 per share;provided thatreferenceEarnout Stock if over any 20 trading days within any 30 trading day period, the VWAP of the Proterra common stock is greater than or equal to $20.00$25.00 per share will be equitably adjusted on accountor there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $25.00 per share;changes occurring after20 trading days within any 30 trading day period, the Closing DateVWAP of the Proterra common stock is greater than or equal to $30.00 per share or there occurs any transaction resulting in a change in control with a valuation of the equity securities of ArcLight by way ofProterra common stock split, stock dividend, combinationthat is greater than or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means.Under Proterra’s Ninth Amended and Restated Investors’ Rights Agreement (the “IRA”), partiesequal to the IRA agreed to be subject$30.00 per share;lock-upletter agreement (the “Sponsor Letter Agreement”) with respect to theirArcLight CTC Holdings, L.P. (the “Sponsor”), 10% of the Proterra common stock received by the Sponsor upon consummation of the Merger in exchange for its outstanding shares of Proterra capital stock, includingArcLight Class B ordinary shares, issuable upon exercise of outstanding warrants or conversion of outstanding secured convertible promissory notes, andexcluding 140,000 shares owned by the ArcLight Commonboard of directors, was subject to vesting and forfeiture (the “Sponsor Earnout Stock”). Such shares of Sponsor Earnout Stock would vest if over any 20 trading days within any 30 trading day period during the five-year earnout period, the VWAP of the Proterra common stock was greater than or equal to $15.00 per share or there occurred any transaction resulting in a change in control with a valuation of the Proterra common stock that will be issued in exchange for suchis greater than or equal to $15.00 per share.capitalcommon stock for 180 daysissued immediately following the Closing Date, subject to customary terms and exceptions, which include a pro rata release provision. All of the parties to the IRA will be entitled to the benefit of the early lock-up release provisions of the Amendment with respect to such shares, which represent more than 95% of the currently outstanding shares of Proterra’s capital stock.Proterra Stockholder Support AgreementsConcurrently with the executionconsummation of the Merger Agreement, certainwas (in thousands):Shares Ordinary shares Class A of ArcLight, outstanding prior to Merger 27,750 Less redemption of ArcLight shares (15) Sponsor 6,257 Sponsor Earnout Stock 680 Common stock of ArcLight 34,672 PIPE Investors 41,500 Legacy Proterra shares 131,176 Total shares of common stock immediately after Merger 207,348 representingfollowing the requisite votes necessary to approve the Business Combination entered into support agreements (the “Proterra Support Agreements”) with us andMerger;pursuant to which each such holder agreed to (i) vote at any meetinghas initially designated a majority of the shareholdersboard of directors of Proterra;allcomprises the ongoing operations of itsProterra;Common Stock heldis the larger entity based on historical revenues and business operations; andrecordaccounting, ArcLight is treated as the “acquired” company for accounting and financial reporting purposes. Accordingly, for accounting purposes, this merger transaction is treated as the equivalent of Legacy Proterra issuing equity for the net assets of ArcLight, accompanied by a recapitalization. The net assets of ArcLight have been stated at historical cost, with no goodwill or thereafter acquired in favorother intangible assets recorded.Proposals (as defined inClosing, net of $13.8 million of PIPE Financing fees, $18.5 million of other transaction costs paid at Closing, $9.7 million of ArcLight IPO deferred underwriting fees payable, $1.3 million of other ArcLight’s accrued expenses, and $0.1 million of ArcLight’s related party payable. The unbilled ArcLight expenses incurred prior to the Merger Agreement)Closing were paid from the cash proceeds received by the Company. The transaction costs including advisory, legal and appoint us as such holder’s proxy, (ii) be bound by certain other covenants and agreementsprofessional services directly related to the Business Combination and (iii) be boundMerger were recorded in the additional paid-in capital in the balance sheet to offset against proceeds. The deferred transaction costs of approximately $2.9 million paid by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in Proterra Support Agreement.The foregoing description of Proterra Support Agreements is subject to and qualified in its entirety by reference to the full text of the form of Company Support Agreement.Lock-UpsThe Sponsor and certain holders of Proterra Common Stock, including its institutional holders and certain of its officers and directors, immediately prior to the closingClosing were recorded to the additional paid-in capital and classified as financing activities in the statement of cash flow for year ended December 31, 2021.Business Combination willFirst Earnout Shares and the vesting of the Sponsor Earnout Stock were satisfied, resulting in an aggregate of 4,800,563 shares of common stock being issued and the 679,750 shares of Sponsor Earnout Stock fully vesting.Fair Value at Pricing
CategoryDecember 31, 2021 2020 Assets: Cash equivalents: Money market funds Level 1 $ 102,978 $ 744 U.S. Treasury securities Level 1 49,996 64,997 Short-term investments: U.S. Treasury securities Level 1 330,053 68,990 Corporate debt securities Level 2 160,914 — Total $ 643,941 $ 134,731 Liabilities: Other non-current liabilities: Derivative liability Level 3 $ — $ 70,870 Legacy Proterra warrant liability Level 3 — 39,670 Total $ — $ 110,540 Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 102,978 $ — $ 102,978 U.S. Treasury securities 49,996 — 49,996 Short-term investments: U.S. Treasury securities 330,618 (565) 330,053 Corporate debt securities 160,937 (23) 160,914 Total $ 644,529 $ (588) $ 643,941 December 31, 2021 2020 Due within one year $ 291,525 $ 68,990 Due after one year to two years 199,442 — Total $ 490,967 $ 68,990 post-closing lock-upsderivative accounting. Refer to Note 6, Debt, for additional information on the Convertible Notes.respectthe Convertible Notes were, prior to their sharesClosing, classified as a liability because they could become exercisable into common stock upon a QIPO or into convertible preferred stock after five years from issuance date in the event that there was no QIPO during such period. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. The fair value of ArcLight Common Stockderivative liability, the Legacy Proterra warrant liability, and the Convertible Notes were measured using Monte Carlo Simulation pricing model.a periodequity classification under Topic 815, Derivatives and Hedging. These warrants were continually measured at fair value, subject to be agreed between Proterraremeasurement at each balance sheet date subsequent to the Closing. Most of the warrants were exercised in October 2021, and the Company butredeemed the remaining outstanding public warrants at a redemption price of $0.10 per public warrant. See Note 10, Warrants, for further details.Derivative liability Legacy Proterra warrant liability Private placement warrant liability Public warrant liability Fair value as of December 31, 2020 $ 70,870 $ 39,670 $ — $ — Warrant liability acquired as part of the reverse recapitalization — — 57,610 84,640 Change in fair value 111,684 47,346 (38,589) (50,264) Reclassification of liability upon the reverse recapitalization (182,554) (69,320) — — Reclassification of liability upon exercise of warrants — (17,696) (19,021) (34,376) Fair value as of December 31, 2021 $ — $ — $ — $ — December 31, 2021 2020 Cash $ 17,065 $ 44,978 Cash equivalents 152,974 65,741 Total cash and cash equivalents $ 170,039 $ 110,719 December 31, 2021 2020 Cash and cash equivalents $ 170,039 $ 110,719 Restricted cash, current portion 12,105 8,397 Restricted cash, net of current portion 460 4,581 Total restricted cash 12,565 12,978 Total cash and cash equivalents, and restricted cash $ 182,604 $ 123,697 December 31, 2021 2020 Raw materials $ 65,225 $ 31,148 Work in progress 25,062 8,042 Finished goods 18,269 47,756 Service parts 6,000 5,384 Total inventories $ 114,556 $ 92,330 December 31, 2021 2020 Computer hardware $ 5,195 $ 4,708 Computer software 9,561 8,849 Internally used vehicles and charging systems 16,459 19,136 Leased vehicles and batteries 6,863 7,081 Leasehold improvements 10,516 10,234 Machinery and equipment 28,302 26,026 Office furniture and equipment 1,861 1,854 Tooling 21,726 21,727 Finance lease right-of-use assets 179 179 Construction in progress 20,243 1,830 120,905 101,624 Less: Accumulated depreciation and amortization (58,659) (48,037) Total $ 62,246 $ 53,587 December 31, 2021 2020 Accrued payroll and related expenses $ 8,069 $ 6,695 Accrued sales and use tax 885 975 Warranty reserve 8,116 6,121 Financing obligation — 3,056 Accrued audit and accounting related expenses 783 428 Accrued charger installation costs 579 769 Other accrued expenses 2,202 1,692 Total $ 20,634 $ 19,736 exceed 180 days, subject, in each case, to customary terms.Amended and Restated Registration Rights Agreementclosingend of the Business Combination, Proterra,lease term, the Sponsorfourth quarter of 2021, we had an obligation to repurchase the buses back from the customer. We received $6.0 million from the customer directly upon delivery in 2016. Under U.S. GAAP, this sales transaction is considered as a borrowing and certain stockholdersthe lease transaction was considered as an operating lease. The financing obligation was $3.1 million as of Proterra will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”) pursuant to which, among other things, the parties thereto will be granted certain customary registrant rights with respect to shares of Proterra Common Stock.The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the form of Registration Rights Agreement.Results of OperationsOur entire activity since inception through December 31, 2020, related to our formation,and paid off in the preparation for the Initial Public Offering, and since the closingfourth quarter of 2021.Initial Public Offering,following (in thousands):December 31, 2021 2020 Warranty reserve $ 15,158 $ 12,461 Finance lease liabilities, non-current 87 117 Total $ 15,245 $ 12,578 searchfollowing (in thousands):December 31, 2021 2020 Senior Credit Facility — 16,809 PPP loan 10,000 10,000 Convertible Notes 100,999 106,443 Total Debt 110,999 133,252 Less debt, current — — Debt, non-current $ 110,999 $ 133,252 prospective initial Business Combination. We have neither engagedsenior secured asset-based lending facility (“Senior Credit Facility”) with borrowing capacity up to $75.0 million. The commitment under the Senior Credit Facility is available to the Company on a revolving basis through the earlier of May 2024 or 91 days prior to the stated maturity of any subordinated debt in any operations nor generated any revenuesaggregate amount of $7.5 million or more. The maximum availability under the Senior Credit Facility is based on certain specified percentages of eligible accounts receivable and inventory, subject to date. We will not generate any operating revenues until after completioncertain reserves, to be determined in accordance with the Senior Credit Facility. The commitment under the Senior Credit Facility includes a $10.0 million letter of our initial Business Combination. We will generate non-operating incomecredit sub-line.formCompany’s assets except for intellectual property and other restricted property.interest income(a) the Lender prime rate, (b) the federal funds rate plus 0.5%, and (c) one-month LIBOR plus 1.0%. The applicable margin is calculated based on casha pricing grid linked to quarterly average excess availability (as a percentage of borrowing capacity). For base rate loans, the applicable margin ranges from 0.0% to 1.5%, and cash equivalents. We expectfor LIBOR Loans, it ranges from 1.5% to incur increased expenses3.0%. The Senior Credit Facility contains certain customary non-financial covenants. In addition, the Senior Credit Facility requires the Company to maintain a Fixed Charge Coverage Ratio of at least 1.00:1.00 during such times as a resultcovenant trigger event shall exist. being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.For the period from July 28, 2020 (inception) through December 31, 2020, we had net loss2021, the Company has an aggregate of approximately $1.3$14.4 million which consistedletters of approximately $1.3 million in general and administrative costs, partially offset by interest income on the investments in Trust Account.Liquidity and Capital Resourceswethe outstanding balance was $17.1 million, with maturity of May 2024 and interest rate of 3.09% per annum.approximately $0.9an aggregate principal amount of $200.0 million, with a cash interest of 5.0% per annum payable at each quarter end and a paid-in-kind interest of 4.5% per annum payable by increasing the principal balance at each quarter end. The Convertible Notes will mature in our operating bank account.OurAugust 2025, and the Company may not make prepayment unless approved by the required holders of the Convertible Notes.needs up to September 25, 2020 had been satisfied throughat quarter end of not less than the greater of (i) $75.0 million and (ii) 4 times of cash burn for the three-month period then ended.payment of $25,000 fromnon-current liability on the Sponsor to cover certain expenses on our behalf in exchange forCompany’s balance sheets.Founder Shares (as defined below), a loan under a note agreement from our SponsorConvertible Notes, the Company issued warrants to the holders of approximately $154,000 (the “Note”),Convertible Notes to purchase 4.6 million shares of Company stock at an exercise price of $0.02 per share. The warrants are freestanding financial instruments and, prior to the net proceeds fromClosing, were classified as liability due to the possibility that they could become exercisable into Legacy Proterra convertible preferred stock. Upon the consummation of the Private Placement not heldMerger, the stock issuable upon exercise of the warrants is Proterra common stock, with no possibility to convert to Legacy Proterra convertible preferred stock. As a result, the carrying amount of the warrant liability was reclassified to stockholders’ equity. The warrant liability of $29.0 million was initially measured at fair value on its issuance date and recorded as a debt discount, and was amortized during the term of the Convertible Notes to interest expense using the effective-interest method. The warrant liability was remeasured on a recurring basis at each reporting period date, with the change in fair value reported in the Trust Account.statement of operations. Upon any exercise of the warrants to common stock, the carrying amount of the warrant liability is reclassified to stockholders’ equity.Notederivative liability of $68.5 million was repaid in fullinitially measured at fair value on October 1, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, our officers, directorsthe issuance date of the Convertible Notes and Initial Shareholders may, but are not obligated to, provide us working capital loans. To date, there are no amounts outstanding under any working capital loans.In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation – Going Concern,” we have determined that the cash requirements for the next twelve months raise substantial about our ability to continuerecorded as a going concern untildebt discount and was amortized during the earlierterm of the Convertible Notes to interest expense using the effective-interest method. The derivative liability was remeasured on a recurring basis at each reporting period date, with the change in fair value reported in the statement of operations. Upon the consummation of the Business CombinationMerger, the embedded conversion features associated with the Convertible Notes no longer qualify for derivative accounting since the conversion price became fixed. The carrying amount of the embedded derivative, the fair value as of the Closing Date, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging.December 31, 2021 2020 Principal $ 153,500 $ 200,000 PIK interest 9,826 3,501 Total principal 163,326 203,501 Less debt discount and issuance costs (62,327) (97,058) Total Convertible Notes $ 100,999 $ 106,443 2022 $ — 173,326 Total $ 173,326 December 31, 2021 2020 Net investment in leases, current $ 411 $ 398 Net investment in leases, non-current 5,179 3,101 Total net investment in leases $ 5,590 $ 3,499 Operating leases Sales-type leases 2022 $ 803 $ 395 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 1,187 $ 6,129 2022 $ 5,419 2023 4,796 2024 3,733 2025 3,148 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 31,807 Less: imputed interest (6,760) Total lease liabilities $ 25,047 Year Ended December 31 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 17,573 $ 7 December 31, 2021 2020 Operating lease right-of-use assets $ 24,282 $ 10,310 Operating lease liabilities, current $ 4,084 $ 3,153 Operating lease liabilities, non-current 20,963 7,891 Total operating lease liabilities $ 25,047 $ 11,044 Shares Authorized Net Carrying Value Aggregate Liquidation Preference 24,604 24,522 $ 79,564 $ 75,006 Series 2 5,417 5,417 24,868 24,953 Series 3 6,799 6,799 36,096 36,475 Series 4 8,175 7,749 29,901 30,000 Series 5 25,339 25,339 138,747 142,987 Series 6 12,888 12,888 79,085 80,000 Series 7 21,197 21,197 151,770 155,000 Series 8 11,225 11,225 86,648 86,875 Total 115,644 115,136 $ 626,679 $ 631,296 2010 Equity Incentive Plan 21,040 2021 Equity Incentive Plan 10,856 2021 Employee Stock Purchase Plan 1,630 Warrants 1 Earnout Stock 18,009 Total 51,536 Exercise of stock options to purchase common stock 23,526 Exercise of common stock warrants to purchase common stock 4,596 Issuances of shares available under stock option plans 395 Conversion of convertible preferred stock 115,576 Conversion of convertible preferred stock warrants 508 Total 144,601 Company is requirednotice of redemption was given until the warrants were redeemed or exercised, holders were able to liquidate, September 25, 2022. elect to exercise their warrants on a cashless basis.financial statements dopublic warrants were classified as liabilities as they did not include any adjustmentmeet the requirements for equity classification under Topic 815, Derivatives and Hedging. Immediately prior to the Closing, the warrant liability was $84.6 million. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date.might be necessary if the Company is unablewere identical to continue as a going concern.We continue to evaluate the impactthose of the COVID-19 pandemic and have concluded thatpublic warrants. The private placement warrants (including the specific impact is not readily determinable asshares of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Contractual ObligationsWe do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an administrative services agreement to pay our Sponsor $10,000 per month for office space, secretarial and administrative services provided to us.Registration and Shareholder RightsThe holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary sharescommon stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rightsprivate placement warrants) were not transferable, assignable or salable until July 14, 2021, except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, and they were not redeemable by the Company, except as described above when the price per share of common stock equaled or exceeded $10.00, so long as they were held by the Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, had the option to exercise the private placement warrants on a registrationcashless basis. If the private placement warrants were held by holders other than the Sponsor or its permitted transferees, the private placement warrants were redeemable by the Company in all redemption scenarios and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we will register such securities. In addition,exercisable by the holders have certain “piggy-back” registration rightson the same basis as the public warrants. Any amendment to the terms of the private placement warrants or any provision of the Amended and Restated Warrant Agreement with respect to registration statements filed subsequentthe private placement warrants required a vote of holders of at least 65% of the number of the then outstanding private placement warrants.completionClosing, the warrant liability was $57.6 million. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date.initial Business Combination. We will bear“Warrants”) based on the expenses incurredterms in connection with the filingAmended andsuch registration statements.Underwriting AgreementWe grantedWarrants that remained unexercised became void and no longer exercisable, and the underwriters a 45-day option fromholders of those Warrants were entitled to receive only the dateredemption price of this prospectus to purchase up to 3,750,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment option on September 29, 2020 to purchase an additional 2,750,000 Over-Allotment Units. The remaining unexercised over-allotment option expired unexercised on November 6, 2020.consummationredemption, holders of Warrants had the option to either exercise the Warrants in cash or on a “cashless” basis to receive 0.255 shares of common stock per warrant.Initial Public Offering on September 25,carrying amount of the warrant liability was reclassified to stockholder’s equity.underwriters were entitledCompany had 5,104,030 warrants outstanding, including 4,562,533 warrants issued to an underwriting discountthe holders of $0.20 per unit, or $5.0 millionConvertible Notes as described in Note 6.Public warrants Private placement warrants Other warrants Total warrants Outstanding as of December 31, 2020 — — 5,104,030 5,104,030 Issued as part of the Merger 13,874,994 7,550,000 — 21,424,994 (13,446,849) (7,550,000) (5,103,138) (26,099,987) Redeemed (428,145) — — (428,145) Outstanding as of December 31, 2021 — — 892 892 paidof 10,348,690 shares of common stock were issued from warrant exercise.closingeffective date of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 million in the aggregateProterra’s 2021 Equity Incentive Plan (the “2021 Plan”), and accordingly, no shares will be payableavailable for grant under the 2010 Plan. Upon Closing, the outstanding awards under the 2010 Plan were converted into options exercisable to purchase an aggregate of 22,532,619 shares of common stock. Following the underwriters for deferred underwriting commissions. On September 29, 2020,Closing, the underwriters were entitledexchanged options continue to an additional underwriting discount of approximately $0.6 million paid upon the closing of the Over-Allotment, and an additional deferred underwriting commissions of approximately $1.0 million. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination,be subject to the terms of the underwriting agreement.Critical Accounting PoliciesThis management’s discussion2010 Plan and analysisapplicable award agreements. As of December 31, 2021, options to purchase 21,040,149 shares of common stock remained outstanding under the 2010 Plan.Options Outstanding Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2018 16,527,278 $ 2.92 8.3 $ 42,951 Granted 2,998,747 5.86 Exercised (811,514) 2.13 Cancelled/forfeited/expired (506,198) 3.92 Balance as of December 31, 2019 18,208,313 $ 3.42 7.6 $ 34,723 Granted 5,829,698 4.89 Exercised (1,750,822) 2.40 Cancelled/forfeited/expired (2,108,405) 4.61 20,178,784 $ 3.81 7.4 $ 65,056 Granted 726,309 10.42 Exercised (1,966,532) 3.36 Cancelled/forfeited/expired (836,977) 4.65 18,101,584 $ 4.08 5.5 $ 87,425 13,200,160 3.44 4.6 $ 71,087 conditionperformance, lack of liquidity of capital stock and resultsgeneral and industry-specific economic outlook, among other factors.operationsstock options granted is estimated on the date of grant using the following assumptions:Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.2 6.1 6.1 Risk-free interest rate 1.0 % 0.5 % 1.8 % Expected volatility 54.8 % 69.1 % 65.4 % Expected dividend rate — — — our financial statements, which have been prepared in accordanceU.S. Treasury zero coupon issues with accounting principles generally acceptedremaining terms similar to the expected term on the options.United Statesforeseeable future, and, therefore, used an expected dividend yield of America. The preparation of our financial statements requires us to make estimates and judgments that affectzero in the reported amounts of assets, liabilities, revenues and expenses andvaluation model.disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as its critical accounting policies:Investments Held in Trust AccountThe Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16)requisite service periods of the Investmentawards, which are generally the vesting periods. The Company Act, with a maturityaccounts for forfeitures when they occur.losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations.Stock-based Compensation (cont.)
Restricted Stock UnitsClass ordinary shares subject to possible redemptionWe account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption right that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as stockholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 26,290,616 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity sectionsummary of the Company’s balance sheet.Number of RSUs Weighted Average Grant Date Fair Value Balance as of December 31, 2020 — $ — Granted 1,480,201 10.72 Vested (58,731) 11.41 Forfeited (96,510) 10.98 Balance as of December 31, 2021 1,324,960 $ 10.67 Year Ended December 31, 2021 2020 2019 Cost of goods sold $ 1,385 $ 929 $ 826 Research and development 2,507 1,616 1,436 Selling, general and administrative 12,169 7,737 6,258 Total stock-based compensation expense $ 16,061 $ 10,282 $ 8,520 Ordinary ShareNet income (loss)incomeloss by the weighted-average number of shares of common stock outstanding during the period. We haveperiod, less the weighted-average unvested common stock subject to repurchase or forfeiture as they are not considered the effect of the warrants sold in the Public Offering and Private Placementdeemed to purchase an aggregate of 21,425,000 shares in the calculation of dilutedbe issued for accounting purposes. Diluted net loss per share sinceis computed by giving effect to all potential shares of common stock, including stock options, RSU, and warrants, to the exerciseextent they are dilutive.Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (250,006) $ (127,007) $ (101,552) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic and diluted 120,886 4,385 3,616 Net loss per share of common stock, basic and diluted $ (2.07) $ (28.96) $ (28.08) warrants are contingent uponMerger, the occurrenceCompany has retroactively adjusted the weighted-average number of future eventsshares of common stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.8925 used to determine the number of shares of common stock into which they converted.inclusionconvertible preferred stock were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method did not impact the net loss per share of such warrants would be anti-dilutive.Our statementcommon stock as the Company was in a loss position for each of operations includes a presentationthe periods presented and holders of convertible preferred stock did not participate in losses. Post the Closing Date, the Company applies the treasury stock method when calculating the diluted net income (loss) per share of common stock and “if-converted” method for Redeemable Class A Common StockConvertible Notes when applicable.manner similar toloss position for each of the two-class method of income (loss) per share. Net income per common share, basic andperiods presented, diluted for Redeemable Class A Common Stock is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.Net loss per share basic and diluted, for Non-Redeemable Class A and Class B Common Stock is calculated by dividing the same as basic net loss adjustedper share for income or loss on marketable securities attributable to Redeemable Class A Common Stock, byeach period as the weighted average numberinclusion of non-redeemablepotential common stock shares outstanding forwould have been anti-dilutive. The potentially dilutive securities were as follows (in thousands):Year Ended December 31, 2021 2020 2019 — 115,576 115,576 Warrants to purchase convertible preferred stock — 508 508 Stock options and RSUs to purchase common stock 22,773 23,526 18,209 Warrants to purchase common stock 1 4,596 105 22,774 144,206 134,398 period.Non-Redeemable Class A and Class B Common Stock includes Founder Shares and non-redeemable shares of common stock that the convertible preferred stock is convertible into.these shares do not have any redemption features. Non-Redeemable Class follows (in thousands):Year Ended December 31, 2021 2020 2019 Domestic (249,990) (127,007) (101,552) Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 16 13 — Foreign — 9 — Total current provision 16 22 — Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total provision for income taxes $ 16 $ 22 $ — and Class B Common Stock participates inreconciliation of the U.S. federal statutory income ortax rates to our effective tax rate is as follows (in percentages):Year Ended December 31, 2021 2020 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.9 1.7 3.4 Change in valuation allowance (17.9) (17.5) (23.9) Research and development credit 0.5 0.2 0.3 (5.9) (2.1) — Non-deductible Convertible Notes interest expense (1.5) (2.2) — Other (0.1) (1.1) (0.8) Effective income tax rate — % — % — % marketable securities based on non-redeemable common stock shares’ proportionate interest..Recent Accounting Pronouncementsmanagement does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.Off-Balance Sheet ArrangementsDecember 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 150,857 $ 113,643 Deferred revenue 9,419 6,731 Stock-based compensation 4,679 3,560 Accruals and reserves, not currently deductible for tax purposes 10,665 8,351 Research and development credit 4,562 2,761 Goodwill 888 1,014 Interest expense 1,808 2,097 Lease liability 6,511 2,738 Other 381 44 Gross deferred tax assets 189,770 140,939 Less valuation allowance (182,113) (137,437) Net deferred tax assets $ 7,657 $ 3,502 Deferred tax liabilities: Property, plant and equipment (1,344) (1,008) ROU assets (6,313) (2,494) Other — — Gross deferred tax liabilities (7,657) (3,502) Net deferred tax asset (liabilities) $ — $ — we didthe Company’s net deferred tax assets and liabilities were zero. The deferred tax assets consist primarily of the federal and state net operating losses. Realization of deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. In assessing the realizability of deferred tax assets, management determined that it is more likely than not that no deferred tax assets will be realized. Therefore, the Company has provided a full valuation allowance against these deferred tax assets.December 31, 2021 2020 Federal (Prior to 2018) $ 237,850 $ 237,850 Federal (Post December 31, 2017) 361,815 216,724 State 437,868 317,801 Total $ 1,037,533 $ 772,375 December 31, 2021 2020 Federal $ 3,454 $ 2,020 State 2,471 1,231 Total $ 5,925 $ 3,251 off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.JOBS ActOn April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act andunrecognized tax benefits are allowed to comply with new or revised accounting pronouncements based onrecognized, the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements maytax rate will not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide allaffected.compensation disclosure that may be requiredbeginning and ending amount of non-emerging growth public companies underunrecognized tax benefits for 2021, 2020 and 2019 was as follows (in thousands):Year Ended December 31, 2021 2020 2019 Beginning balance $ 813 $ 707 $ 527 Increase – tax positions in current period 668 106 180 Ending balance $ 1,481 $ 813 $ 707 Dodd-Frank Wall Street ReformUnited States and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplementcertain states. Due to the auditor’s report providing additional information aboutlosses being carried forward, the audittax years from 2010 forward remain open to examination.financial statements (auditor discussionfirst 4% of their salaries. The matching contribution costs incurred were $2.4 million, $1.9 million, and analysis),$1.7 million for the years ended December 31, 2021, 2020 and (iv) disclose certain executive compensation related items such as the correlation between executive compensation2019, respectively.performanceDisagreements With Accountants on Accounting and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.7A. Quantitative9A. Controls and Qualitative Disclosures about Market RiskWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.Item 8. Financial Statements and Supplementary DataReference is made to Pages F-1 through F-20 comprising a portion of this Report.ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.ITEM 9A. CONTROLS AND PROCEDURESSEC’s rules and forms.forms of the Securities and Exchange Commission (the “SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.2019,2021, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.Controls OverControl over Financial Reportingrequired by SEC rules and regulations implementing Section 404discussed elsewhere in this Annual Report, we completed the Business Combination on June 14, 2021. Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the Sarbanes-Oxley Act,assessment date as our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:(1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subjectoperations prior to the risk that controls may become inadequate becauseBusiness Combination were insignificant compared to those of changesthe consolidated entity post-Business Combination. We have, since the Closing of the Business Combination, engaged in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectivenessprocess of design and implementation of our internal control over financial reporting at December 31, 2020. Based onin a manner commensurate with the scale of our assessments,operations. However, the design of internal control over financial reporting for our company post-Business Combination has required, and will continue to require, significant time and resources from management determined that we maintained effectiveand other personnel. As a result, management was unable, without incurring unreasonable effort or expense to conduct an assessment of our internal control over financial reporting as of December 31, 2020.This Annual Report does not include an attestation2021. Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.overOver Financial Reportingmost recently completed fiscal quarter there has been no changeended December 31, 2021, we continue to be engaged in the process of design and implementation of our internal control over financial reporting in a manner commensurate with the scale of our operations subsequent to the Business Combination, as defineddescribed in Rules 13a-15(f) and 15d-15(f) under the Exchange Actmore detail above.has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.ITEM 9B. OTHER INFORMATIONNone.ITEMDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE and Executive OfficersAs and Corporate Governancedatefiscal year ended December 31, 2021.this Report,business conduct and ethics that applies to all of our employees, officers and directors, and officers are as follows:NameAgePositionDaniel R. Revers58ChairmanJake F. Erhard46including our President and Chief Executive OfficerMarco F. Gatti37Chief Financial OfficerRick S. Knauth57Chief Operating OfficerChristine M. Miller50General CounselArno Harris51DirectorJa-Chin Audrey Lee42DirectorBrian Goncher64DirectorSteven Berkenfeld61DirectorDaniel R. Revers, 58, serves as our Chairman. Mr. Revers is the founder of ArcLight and has 30 years of energy finance and private equity experience. Mr. Revers is responsible for overall investment, asset management, strategic planning, and operations of ArcLight and its funds. Mr. Revers was previously a director at American Midstream Partners, L.P. and JP Energy Partners, L.P. Prior to forming ArcLight in 2001, Mr. Revers was a Managing Director in the Corporate Finance Group at John Hancock Financial Services, a private insurance and financial services firm, where he was responsible for the origination, execution, and management of a $6 billion portfolio consisting of debt, equity, and mezzanine investments in the energy industry. Prior to joining John Hancock in 1995, Mr. Revers held various financial positions at Wheelabrator Technologies, where he specialized in the development, acquisition, and financing of domestic and international power and energy projects. Mr. Revers earned a Bachelor of Arts in Economics from Lafayette College and a Master of Business Administration from the Amos Tuck School of Business Administration at Dartmouth College.Jake F. Erhard, 46, serves as our President, Chief Executive Officer, and Director. Mr. Erhard is also a Partner and Head of ESG at ArcLight, where he has worked in various leadership positions since September 2001. Mr. Erhard has 20 years of energy finance and private equity experience. Mr. Erhard will join the board of directors of Proterra upon the closing of the business combination between Proterra and us. Mr. Erhard was previously a director at American Midstream Partners, L.P., Buckeye Partners, LP, and JP Energy Partners, L.P. Prior to joining ArcLight, Mr. Erhard was an Analyst at the investment banking firm Schroder Wertheim, where he focused on mergers and acquisitions. Mr. Erhard earned a Bachelor of Arts in Economics from Princeton University and a Juris Doctor from Harvard Law School.Marco F. Gatti, 37, serves as our Chief Financial Officer. Mr. Gatti joined ArcLight in 2018Officer, and has 11 yearsother executive and senior officers. The full text of energythis code of business conduct and private equity experience. Prior to joining ArcLight, Mr. Gatti spent five years as a Vice President in the Energy group at Warburg Pincus, where he focusedethics is posted on the sourcing, execution and portfolio managementinvestor relations page of equity investments in the energy and heavy industry sectors. Prior to joining Warburg Pincus in 2013, Mr. Gatti worked at Bain Capital, McKinsey & Company and Praxair between 2007 and 2012. Mr. Gatti earned a Master of Business Administration from the Wharton School of the University of Pennsylvania, a Master of Science in Mechanical Engineering from the University of Minnesota and a Bachelor of Science in Mechanical Engineering from Politecnico di Milano.Rick S. Knauth, 57, serves as our Chief Operating Officer. Mr. Knauth joined CAMS in 2013 and has 25 years of energy project development and asset management experience. Prior to CAMS, Mr. Knauth was a Director at Vestas, a Danish wind turbine manufacturer, where he held both contract negotiation and asset management roles. Mr. Knauth has a bachelor’s degree in engineering from Tulane University and an MA in Economics and International Relations from the Johns Hopkins School of Advanced International Studies, with a concentration in energy and the environment.Christine M. Miller, 50, serves as our General Counsel. Ms. Miller joined ArcLight in 2004 and has 23 years of legal experience in the areas of investment transactions and fund operations, with 21 years specific to energy finance and private equity. Prior to joining ArcLight, she was Counsel in John Hancock’s Investment Law Division, where she represented investment managers and advised institutional investors in purchasing private debt and equity securities. Ms. Miller earned a Bachelor of Arts in Political Science from the University of Massachusetts at Amherst and a Juris Doctor from Boston University School of Law.Arno Harris, 51, serves on our board of directors. Mr. Harris has spent the last 25 years starting and growing successful businesses in high technology, clean energy and electric mobility. He now advises startups and growth companies, helping them to raise capital and achieve scale. In addition to his advisory work, Mr. Harris serves as an independent director for Pacific Gas & Electric Company (NYSE:PCG), California’s largest investor-owned utility, and Azure Power Global Limited (NYSE:AZRE), India’s leading solar developer with almost 2GW of operating assets and over 5GW in development. Between 2006 and 2015, Mr. Harris was the founder, CEO and chair of Recurrent Energy, one of North America’s largest solar project developers. Prior to Recurrent Energy, Mr. Harris was the founder and CEO of Prevalent Power, one of California’s fastest growing commercial solar project developers. Mr. Harris earned a Bachelor of Arts from the University of California Berkeley.Dr. Ja-Chin Audrey Lee, 42, serves on our board of directors. Dr. Lee has 15 years of experience in clean energy and currently serves as Senior Director, Energy Strategy at Microsoft (NASDAQ: MSFT). Previously, Dr. Lee served as Vice President of Energy Services at Sunrun Inc (NASDAQ: RUN) from 2017 to 2020. Prior to Sunrun, she served as Vice President of Analytics and Design at Advanced Microgrid Solutions from 2014 to 2017. Before her role at Advanced Microgrid Solutions, Dr. Lee was appointed by the Governor as Advisor to the President of the California Public Utilities Commission from 2011 to 2014, where she led the approval of first-in-the-nation rules on customer energy data. Dr. Lee serves on the board of Gridworks, a non-profit that convenes, educates and empowers stakeholders to decarbonize electricity grids. She also serves on the board of Pinnacle Engines, commercializing advanced engines for reduced petroleum usage and greenhouse gas emissions. Dr. Lee also serves on the board of Redaptive, an Efficiency-as-a-Service tool for commercial and industrial customers. She volunteered as Co-Chair and Co-Founder of Clean Energy for Biden. Dr. Lee earned her Ph.D. and M.S. in Electrical Engineering from Princeton University and her B.S. in Applied Physics from the California Institute of Technology.Brian Goncher, 64, serves on our board of directors. Mr. Goncher is Strategy Advisor to Powerhouse and active member of Clean Energy for Biden with more than 42 years of experience in finance, management and consulting. Mr. Goncher was a Managing Director at Deloitte until 2019, where he created and led their Energy Tech Practice. Before Deloitte, Mr. Goncher was a venture capitalist at Frontier Ventures between 1997 and 2000, and Crystal Ventures between 2000 and 2003 where he invested in technology companies. In addition, between 1990 and 1996, Mr. Goncher created and led the Emerging Company Services Group at Coopers & Lybrand (now part of PwC). He provided financial and strategic consulting services to tech startups. Earlier in his career, Mr. Goncher was the founder/CFO of several technology-enabled startups and a Corporate Banking Officer at Bank of America. Mr. Goncher earned a BS in Economics and MBA in Finance from the University of Chicago.Steven Berkenfeld, 61, serves on our board of directors. Mr. Berkenfeld recently retired from a career in Investment Banking to focus entirely on impact and sustainability. Steven is founder and principal of Ecotopia Consulting LLC. and is primarily engaged in advising earlier stage, mission driven companies. Previously he was a Managing Director in Investment Banking at Barclays where he served as senior sponsor of the Environmental and Social Impact Banking Initiative and was co head of the firm’s Cleantech Initiative. Before joining Barclays in 2008, Steven spent over 21 years at Lehman Brothers in numerous roles including Chief Investment Officer of the firm’s Private Equity Division. Steven is former chair of the board of the Sierra Club Foundation, and is a sponsor of several projects, and board member of several other organizations, focused on social impact and sustainability. He holds a J.D. from Columbia Law School and a Bachelor’s Degree from Cornell University.Number and Terms of Office of Officers and DirectorsOur board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed priorwebsite. The reference to our first annual general meeting) serving a three-year term. In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on NASDAQ. The term of office of the first class of directors, consisting of Steven Berkenfeld and Jake F. Erhard, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Brian Goncher and Daniel R. Revers, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Ja-Chin Audrey Lee and Arno Harris, will expire at our third annual general meeting.Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.Pursuant to an agreement to be entered into on or prior to the closing of our initial public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forthwebsite address in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.Director IndependenceNASDAQ listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Arno Harris, Brian Goncher, Ja-Chin Audrey Lee and Steven Berkenfeld are “independent directors” as defined in NASDAQ listing standards. Our independent directors have regularly scheduled meetings at which only independent directors are present.Committees of the Board of DirectorsOur board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee. The rules of NASDAQ require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.Audit CommitteeOur board of directors established an audit committee. Brian Goncher, Steven Berkenfeld and Arno Harris are members of our audit committee. Our board of directors has determined that Brian Goncher, Steven Berkenfeld and Arno Harris are independent under NASDAQ listing standards and applicable SEC rules. Brian Goncher serves as the Chairman of the audit committee. Under NASDAQ listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Brian Goncher, Steven Berkenfeld and Arno Harris qualify as an “audit committee financial expert” as defined in applicable SEC rules.The audit committee is responsible for:●meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;●monitoring the independence of the independent registered public accounting firm;●verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;●inquiring and discussing with management our compliance with applicable laws and regulations;●pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;●appointing or replacing the independent registered public accounting firm;●determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;●establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;●monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and●reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.Nominating CommitteeOur board of directors has established a nominating committee. The members of our nominating committee are Steven Berkenfeld, Ja-Chin Audrey Lee and Arno Harris, and Steven Berkenfeld serves as chairman of the nominating committee. Under NASDAQ listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that Steven Berkenfeld, Ja-Chin Audrey Lee and Arno Harris are independent.The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.Guidelines for Selecting Director NomineesThe guidelines for selecting nominees, which are specified in a charter adopted by us, generally provide that persons to be nominated:●should have demonstrated notable or significant achievements in business, education or public service;●should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and●should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committeethis filing does not distinguish among nominees recommendedinclude or incorporate by shareholders and other persons.72Compensation CommitteeOur board of directors has established a compensation committee. The members of our compensation committee are Ja-Chin Audrey Lee, Arno Harris and Brian Goncher, and Ja-Chin Audrey Lee serve as chairman ofreference the compensation committee.Under NASDAQ listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determinedinformation on that Ja-Chin Audrey Lee, Arno Harris and Brian Goncher are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:●reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation;●reviewing and approving the compensation of all of our other Section 16 executive officers;●reviewing our executive compensation policies and plans;●implementing and administering our incentive compensation equity-based remuneration plans;●assisting management in complying with our proxy statement and annual report disclosure requirements;●approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;●producing a report on executive compensation to be included in our annual proxy statement; and●reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.Compensation Committee Interlocks and Insider ParticipationNone of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.Code of EthicsWe have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us.website into this filing. We intend to disclose anyfuture amendments to certain provisions of this code of business conduct and ethics, or waivers of certainthese provisions, ofon our Code of Ethicswebsite or in a Current Report on Form 8-K.Conflicts of InterestUnder Cayman Islands law, directors and officers owe the following fiduciary duties:●duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;●duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;●directors should not improperly fetter the exercise of future discretion;●duty to exercise powers fairly as between different sections of shareholders;●duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and●duty to exercise independent judgment.In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.Certain of our officers and directors presently have, and any of them in the future are expected to have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination because we do not currently anticipate any meaningful overlap of investment objectives. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:IndividualEntityEntity’s BusinessAffiliationDaniel R. ReversArcLight Capital Partners, LLCPrivate EquityFounder and Managing PartnerDartmouth College, Tuck School of BusinessEducationDirectorJake F. ErhardArcLight Capital Partners, LLCPrivate EquityPartnerMarco F. GattiArcLight Capital Partners, LLCPrivate EquityManaging DirectorChristine M. MillerArcLight Capital Partners, LLCPrivate EquityAssociate General CounselRick S. KnauthConsolidated Asset Management Services, LLCAsset ManagementVice PresidentArno HarrisAzure Power Global LimitedRenewable EnergyDirectorPacific Gas & Electric CompanyElectric & Gas UtilityDirectorJa-Chin Audrey LeeGridworksNon-profitDirectorPinnacle Engines, Inc.Technology DevelopmentDirectorKevala, Inc.Software and ServicesChief Commercial OfficerRedaptive Inc.Renewable EnergyDirectorMicrosoftTechnologySenior Director, Energy StrategySteven BerkenfeldSvanteRenewable EnergyDirectorPreserveSustainable Consumer ProductsDirectoralphaDIRECT Group LLCEquity ResearchDirectorGreen City ForceNon-profitBoard ChairThe Clean Fight New YorkNon-profitDirector(1)Includes certain of its funds, other affiliates and portfolio companies.Shareholders should also be aware of the following other potential conflicts of interest:●Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.●Our sponsor subscribed for founder shares prior to the date of the prospectus and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering.●Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.●Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.Furthermore, in no event will our sponsor or any of our existing officers or directors, or their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on NASDAQ, we have reimbursed an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law being the affirmative vote of a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voting in favor of a business combination at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.Limitation on Liability and Indemnification of Officers and DirectorsCayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, exceptfilings to the extent any such provision may be heldrequired by the Cayman Islands courtsapplicable rules.contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud orfiled with the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.ITEM 11. EXECUTIVE COMPENSATIONExecutive Officer and Director CompensationNone of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSThe following table sets forth information regarding the beneficial ownership of our ordinary shares available to us at February 28, 2021, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by the prospectus, and assuming no purchase of units in our initial public offering, by:●each person known by us to be the beneficial owner of more than 5 % of our issued and outstanding ordinary shares;●each of our executive officers, directors and director nominees that beneficially owns ordinary shares; and●all our executive officers and directors as a group.Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisableSEC within 60120 days of the datefiscal year ended December 31, 2021.Annual Report on Form 10-K. Class B ordinary shares Class A ordinary shares Name of Beneficial Owners(1) Number of Shares Beneficially Owned Approximate Percentage of Class(2) Number of Shares Beneficially Owned Approximate Percentage of Class Approximate Percentage of Voting Control ArcLight CTC Holdings, L.P. (our sponsor) (3) 6,797,500 98.2 % — — 19.6 % Weiss Asset Management LP and affiliates(4) — — 890,772 3.21 % 2.6 % Adage Capital Partners, L.P. and affiliates(5) — — 2,250,000 8.11 % 6.5 % Franklin Resources, Inc. and affiliates (6) — — 5,116,002 18.4 % 14.7 % Daniel R. Revers(3) — — — — — Arno Harris 35,000 * — — * Ja-Chin Audrey Lee 35,000 * — — * Brian Goncher 35,000 * — — * Steven Berkenfeld 35,000 * — — * All officers and directors as a group (five individuals) 140,000 1.8 % — — * *Less than one percent.(1)Unless otherwise noted, the business address of each of our shareholders is 200 Clarendon Street, 55th Floor, Boston, MA 02116.(2)Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.”(3)The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Daniel R. Revers.(4)Includes Class A ordinary shares beneficially held by Weiss Asset Management LP (“Weiss”), BIP GP LLC (“BIP”), WAM GP LLC (“WAM”) and Andrew M. Weiss (“Mr. Weiss”), based sole on the Schedule 13G filed joint by Weiss, BIP, WAM and Mr. Weiss with the SEC on February 12, 2021. The business address of each of Weiss, BIP, WAM and Mr. Weiss is 222 Berkeley St., 16th floor, Boston, Massachusetts 02116.(5)Includes Class A ordinary shares beneficially held by Adage Capital Partners, L.P. (“ACP”), Adage Capital Partners GP, L.L.C. (“ACPGP”), Adage Capital Advisors, L.L.C. (“ACA”), Robert Atchinson (“Mr. Atchinson”) and Phillip Gross (“Mr. Gross”), based sole on the Schedule 13G filed joint by ACP, ACPGP, ACA, Mr. Atchinson and Mr. Gross with the SEC on October 5, 2020. The business address of each of ACP, ACPGP, ACA, Mr. Atchinson and Mr. Gross is 200 Clarendon Street, 55th Floor, Boston, Massachusetts 02116.(6)Includes Class A ordinary shares beneficially held by Franklin Resources, Inc. (“Franklin Resources”), Charles B. Johnson (“Charles Johnson”), Rupert H. Johnson, Jr. (“Rupert Johnson”), Franklin Advisers, Inc. (“Franklin Advisers”), Franklin Templeton Investments (Asia) Ltd. (“Franklin Asia”) and Fiduciary Trust Company International (“Fiduciary Trust”) based sole on the Schedule 13G filed joint by Franklin Resources, Charles Johnson, Rupert Johnson, Franklin Advisers, Franklin Asia and Fiduciary Trust with the SEC on February 10, 2021. The business address of each of Franklin Resources, Charles Johnson, Rupert Johnson, Franklin Advisers, Franklin Asia and Fiduciary Trust is One Franklin Parkway, San Mateo, CA 94403.Immediately after our initial public offering, our initial shareholders beneficially owned 20% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in our initial public offering) and will have the right to appoint all of our directors prioritem is incorporated by reference to our initial business combination. HoldersProxy Statement for the 2022 Annual Meeting of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination.Our sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial business combination.Our sponsor is deemedStockholders to be our “promoter” as such term is defined under the federal securities laws.Transfers of Founder Shares and Private Placement WarrantsThe founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreement entered into by our sponsor and management team. Our sponsor and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The private placement warrants and the respective Class A ordinary shares underlying such warrants are not transferable or salable until 30 days after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.Changes in ControlNone.ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEFounder SharesOn August 3, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of our initial public offering. On September 3, 2020, our sponsor transferred 35,000 founder shares to each of Arno Harris, Ja-Chin Audrey Lee, Brian Goncher and Steven Berkenfeld, our independent director nominees. On September 18, 2020, our sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 1,437,500 Class B ordinary shares resulting in 7,187,500 Class B ordinary shares outstanding. On November 6, 2020, our sponsor irrevocably surrendered to us for cancellation and for nil consideration 250,000 Class B ordinary shares resulting in 6,937,500 Class B ordinary shares outstanding. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.Our sponsor purchased an aggregate of 7,550,000 private placement warrants for a purchase price of $1.00 per whole warrant in a private placement that occurred simultaneously with the closing of our initial public offering. As such, our sponsor’s interest in this transaction was valued at $7,750,000. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.As more fully discussed in the section of this Annual Report on Form 10-K entitled “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.We currently maintain our executive offices at 200 Clarendon Street, 55th Floor, Boston, MA 02116. The cost for our use of this space is included in the $10,000 per month fee we will pay to an affiliate of our sponsor for office space, administrative and support services, commencing on the date that our securities are first listed on NASDAQ. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.We entered into a registration and shareholder rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement, which is described under the section of this Annual Report on Form 10-K entitled “Description of Securities — Registration and Shareholder Rights.”Policy for Approval of Related Party TransactionsThe audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.ITEM 14. Principal Accounting Fees and ServicesThe following is a summary of fees paid to Marcum LLP, for services rendered.Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by Marcum LLP for audit fees, inclusive of required filingsfiled with the SEC within 120 days of the fiscal year ended December 31, 2021.period from July 28, 2020 (inception) through2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020,2021.services rendered in connectionStockholders to be filed with our initial public offering, totaled $44,290.Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performancethe SEC within 120 days of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not pay Marcum LLP any audit-related fees during the period from July 28, 2020 (inception) throughfiscal year ended December 31, 2020.Tax Fees. Tax fees consist2021.tax advice. We did not pay Marcum LLP any tax fees during the period from July 28, 2020 (inception) through December 31, 2020.All Other Fees. All other fees consist of fees billed for all other services. We did not pay Marcum LLP any other fees during the period from July 28, 2020 (inception) through December 31, 2020.ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES(a)(a) The following documents are filed as part of this Form 10-K:(1)Financial Statements:(3)ExhibitsWe hereby file as part of this Reportreport:in the attached Exhibit Index. Exhibits whichbelow are filed as part of this Annual Report or are incorporated herein by reference can be obtained from the SEC’s website at www.sec.gov.as indicated.Incorporated by Reference Description Form Exhibit Filing Date 8-K 2.1 1/12/2021 3.1 8-K 3.1 6/17/2021 3.1.1 8-K 3.1.1 6/17/2021 3.2 8-K 3.2 6/17/2021 4.1* 10.1 S-4/A 10.1 4/7/2021 S-4/A 10.2 4/7/2021 S-4/A 10.3 4/7/2021 10.4** S-4/A 10.4 4/7/2021 10.5** S-4/A 10.5 4/7/2021 10.6 S-4/A 10.6 4/7/2021 10.7** S-4/A 10.7 4/7/2021 10.8** S-4/A 10.8 4/7/2021 10.9** S-4/A 10.9 4/7/2021 10.10** S-4/A 10.10 4/7/2021 10.11 S-4/A 10.11 5/7/2021 10.12 8-K 10.12 6/17/2021 8-K 10.13 6/17/2021 10.14+ S-8 99.2 8/16/2021 10.15+ S-8 99.3 8/16/2021 10.16+ S-8 99.4 8/16/2021 10.17+ S-8 99.5 8/16/2021 10.18+ S-8 99.6 8/16/2021 10.19+ S-8 99.7 8/16/2021 10.20+ S-8 99.8 8/16/2021 8-K 10.14 6/17/2021 S-1 10.15 06/29/2021 10.23 S-4/A 10.17 5/7/2021 10.24 S-4/A 10.18 5/7/2021 *Filed herewith**Furnished herewith(1)Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on January 12, 2021(2)Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on February 2, 2021(3)Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on September 29, 2020(4)Incorporated by reference to the registrants Registration Statement on Form S-1, filed with the SEC on September 21, 2020ITEM 16. FORM 10-K SUMMARYNot applicable.
SIGNATURESSIGNATURESAnnual Report on Form 10-Kreport to be signed on its behalf by the undersigned, thereunto duly authorized.ARCLIGHT CLEAN TRANSITION CORP.PROTERRA INC /s/ Jake F. Erhard(Registrant)Name: Jake F. ErhardTitle:By: /s/ GARETH T. JOYCE Name: Gareth T. Joyce Title: President and Chief Executive Officer March 30, 2021Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. NamePositionDateDate: March 14, 2022 /s/ Daniel R. ReversSignatureChairmanTitleMarch 30, 2021Date Daniel R. Revers/s/ Jake F. ErhardGARETH T. JOYCEMarch 30, 202114, 2022 Jake F. ErhardGareth T. Joyce(Principal Executive Officer)/s/ MarcoKARINA F. GattiPADILLAMarch 30, 2021Marco F. GattiOfficer)Officer)March 14, 2022 Karina F. Padilla /s/ Brian GoncherJOHN J. ALLENDirectorChairman of the BoardMarch 30, 202114, 2022 Brian GoncherJohn J. Allen/s/ Ja-Chin Audrey LeeMARY LOUISE KRAKAUERDirector March 30, 202114, 2022 Ja-Chin Audrey LeeMary Louise Krakauer/s/ Steven BerkenfeldROGER M. NIELSENDirector March 30, 202114, 2022 Steven BerkenfeldRoger M. Nielsen/s/ Arno HarrisBROOK F. PORTERDirector March 30, 202114, 2022 Arno HarrisBrook F. Porter82ARCLIGHT CLEAN TRANSITION CORP.INDEX TO FINANCIAL STATEMENTSPage No.Report of Independent Registered Public Accounting Firm/s/ JOAN ROBINSON-BERRYF-2DirectorMarch 14, 2022 Joan Robinson-Berry Financial Statements:/s/ JEANNINE P. SARGENT Director March 14, 2022 Balance Sheet as of December 31, 2020Jeannine P. SargentF-3Statement of Operations for the period from July 28, 2020 (inception) through December 31, 2020/s/ CONSTANCE E. SKIDMOREF-4DirectorMarch 14, 2022 Constance E. Skidmore Statement of Changes in Shareholders’ Equity for the period from July 28, 2020 (inception) through December 31, 2020F-5/s/ MICHAEL D. SMITH Director March 14, 2022 Statement of Cash Flows for the period from July 28, 2020 (inception) through December 31, 2020Michael D. SmithF-6Notes to Financial StatementsF-7F-1Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors ofArcLight Clean Transition Corp.Opinion on the Financial StatementsWe have audited the accompanying balance sheet of ArcLight Clean Transition Corp. (the “Company”), as of December 31, 2020, and the related statements of operations, changes in shareholders’ equity and cash flows for the period from July 28, 2020 (inception) through December 31, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from July 28, 2020 (inception) through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.Explanatory Paragraph - Going ConcernThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company's business plan is dependent on the completion of a business combination and the Company's working capital as of December 31, 2020 is not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for OpinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion./s/ Marcum LLPWe have served as the Company’s auditor since 2020.Melville, New YorkMarch 30, 2021F-2ARCLIGHT CLEAN TRANSITION CORP.BALANCE SHEETDECEMBER 31, 2020Assets Current assets: Cash $ 873,882 Prepaid expenses 404,203 Total current assets 1,278,085 Investments held in Trust Account 277,548,542 Total Assets $ 278,826,627 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 2,569 Accrued expenses 1,205,393 Total current liabilities 1,207,962 Deferred underwriting commissions 9,712,500 Total liabilities 10,920,462 Commitments and Contingencies Class A ordinary shares; 26,290,616 shares subject to possible redemption at $10.00 per share 262,906,160 Shareholders’ Equity: 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; 1,459,384 shares issued and outstanding (excluding 26,290,616 shares subject to possible redemption) 146 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,937,500 shares issued and outstanding 694 Additional paid-in capital 6,283,496 Accumulated deficit (1,284,331 ) Total shareholders’ equity 5,000,005 Total Liabilities and Shareholders’ Equity $ 278,826,627 The accompanying notes are an integral part of these financial statements.F-3ARCLIGHT CLEAN TRANSITION CORP.STATEMENT OF OPERATIONSFOR THE PERIOD FROM JULY 28, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 General and administrative expenses $ 1,332,873 Loss from operations (1,332,873 ) Interest income 48,542 Net loss $ (1,284,331 ) Weighted average shares outstanding of Redeemable Class A common stock subject to redemption, basic and diluted 26,276,074 Basic and diluted net income per share, common stock subject to redemption $ - Weighted average shares outstanding of Non-Redeemable Class A and Class B common stock, basic and diluted 7,561,720 Basic and diluted net loss per share, common stock $ (0.18 ) The accompanying notes are an integral part of these financial statements.F-4ARCLIGHT CLEAN TRANSITION CORP.STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYFOR THE PERIOD FROM JULY 28, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance - July 28, 2020 (inception) - $ - - $ - $ - $ - $ - Issuance of Class B ordinary shares to Sponsor - - 6,937,500 694 24,306 - 25,000 Sale of units in initial public offering, gross 27,750,000 2,775 - - 277,497,225 - 277,500,000 Offering costs - - - - (15,884,504 ) - (15,884,504 ) Sale of private placement warrants to Sponsor in private placement - - - - 7,550,000 - 7,550,000 Shares subject to possible redemption (26,290,616 ) (2,629 ) - - (262,903,531 ) - (262,906,160 ) Net loss - - - - - (1,284,331 ) (1,284,331 ) Balance - December 31, 2020 1,459,384 $ 146 6,937,500 $ 694 $ 6,283,496 $ (1,284,331 ) $ 5,000,005 The accompanying notes are an integral part of these financial statements.F-5ARCLIGHT CLEAN TRANSITION CORP.STATEMENT OF CASH FLOWSFOR THE PERIOD FROM JULY 28, 2020 (INCEPTION) THRUOGH DECEMBER 31, 2020Cash Flows from Operating Activities: Net loss $ (1,284,331 ) 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 30,387 Interest income (48,542 ) Changes in operating assets and liabilities: Prepaid expenses (404,203 ) Accounts payable 2,569 Accrued expenses 1,135,393 Net cash used in operating activities (543,727 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (277,500,000 ) Net cash used in investing activities (277,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 100 Proceeds received from initial public offering, gross 277,500,000 Proceeds received from private placement 7,550,000 Offering costs paid (5,978,903 ) Repayment of note payable to related parties (153,588 ) Net cash provided by financing activities 278,917,609 Net increase in cash 873,882 Cash - beginning of the period - Cash - ending of the period $ 873,882 Supplemental disclosure of noncash investing and financing activities: Offering costs included in accrued expenses $ 70,000 Offering costs included in note payable – related party $ Deferred underwriting commissions $ 9,712,500 Original Value of Class A ordinary shares subject to possible redemption $ 237,597,230 Change in value of Class A ordinary shares subject to possible redemption $ 25,308,930 The accompanying notes are an integral part of these financial statements.F-6ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSNote 1—Description of Organization, Business Operations and Basis of PresentationArcLight Clean Transition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 28, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).As of December 31, 2020, the Company had not yet commenced operations. All activity for the period from July 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the initial public offering, the search for a prospective initial Business Combination. The Company has selected December 31 as its fiscal year end.The Company’s sponsor is ArcLight CTC Holdings, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 22, 2020. On September 25, 2020, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4 million, inclusive of approximately $8.8 million in deferred underwriting commissions (Note 6). On September 29, 2020, the Company issued an additional 2,750,000 units (the “Over-Allotment Units”) pursuant to the partial exercise by the underwriters of their over-allotment option in connection with the Initial Public Offering (the “Over-Allotment”). The Over-Allotment Units were priced at $10.00 per Unit, generating total gross proceeds of $27.5 million and incurring additional offering costs of approximately $1.5 million, inclusive of approximately $1.0 million in deferred underwriting commissions.Simultaneously with the closing of the Initial Public Offering on September 25, 2020, the Company consummated the private placement (“Private Placement”) of 7,000,000 private placement warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million (Note 4). Concurrently with the consummation of the Over-Allotment on September 29, 2020, the Sponsor also purchased an additional 550,000 Private Placement Warrants, generating gross proceeds of approximately $0.6 million.Upon the closing of the Initial Public Offering and the Private Placement on September 25, 2020, $250.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In connection with the consummation of the Over-Allotment on September 29, 2020, an additional amount of $27.5 million ($10.00 per Unit), for a total of approximately $277.5 million, was placed in the Trust Account.The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSThe Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 25, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSIn connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Basis of PresentationThe accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.Emerging Growth CompanyThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSThis may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Going ConcernAs of December 31, 2020, the Company had $0.9 million in its operating bank account.The Company’s liquidity needs up to September 25, 2020 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $154,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid in full on October 1, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation – Going Concern,” management has determined that the anticipated cash requirements in the next twelve months raise substantial about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, September 25, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Note 2—Summary of Significant Accounting PoliciesUse of EstimatesThe preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, the Company had $277.5 million in cash equivalents held in money market funds.Investments Held in Trust AccountThe Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSConcentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.Fair Value of Financial InstrumentsFair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:●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.In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.As of December 31, 2020, the carrying values of cash and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.Offering Costs Associated with the Initial Public OfferingOffering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.Class A Ordinary Shares Subject to Possible RedemptionThe Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 26,290,616 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSIncome TaxesThe Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for interest and penalties for the period from July 28, 2020 (inception) through December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.Net Loss Per Ordinary ShareNet income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 21,425,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A Common Stock in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Redeemable Class A Common Stock is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.Net loss per share, basic and diluted, for Non-Redeemable Class A and Class B Common Stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Common Stock, by the weighted average number of non-redeemable common stock outstanding for the period.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSNon-Redeemable Class A and Class B Common Stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-Redeemable Class A and Class B Common Stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest.The basic and diluted loss per common share is calculated as follows. For The Period From July 28, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 45,988 Less: Company’s portion available to be withdrawn to pay taxes - Net income attributable $ 45,988 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 26,276,074 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,284,331 ) Less: Net income allocable to Class A common stock subject to possible redemption 45,988 Non-redeemable net loss $ (1,330,319 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,561,720 Basic and diluted net loss per share, Non-redeemable common stock $ (0.18 ) Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.Note 3—Initial Public OfferingOn September 25, 2020, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4 million, inclusive of approximately $8.8 million in deferred underwriting commissions. On September 29, 2020, the Company issued an additional 2,750,000 Over-Allotment Units pursuant to the partial exercise by the underwriters of their over-allotment option in connection with the Initial Public Offering. The Over-Allotment Units were priced at $10.00 per Unit, generating total gross proceeds of $27.5 million and incurring additional offering costs of approximately $1.5 million, inclusive of approximately $1.0 million in deferred underwriting commissions.Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).Note 4—Private PlacementSimultaneously with the closing of the Initial Public Offering on September 25, 2020, the Company consummated the Private Placement of 7,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million. Concurrently with the consummation of the Over-Allotment on September 29, 2020, the Sponsor also purchased an additional 550,000 Private Placement Warrants, generating gross proceeds of approximately $0.6 million.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSEach whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.Note 5—Related Party TransactionsFounder SharesOn August 3, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”). On September 3, 2020, the Sponsor transferred 35,000 Founder Shares to each of Arno Harris, Ja-Chin Audrey Lee, Brian Goncher and Steven Berkenfeld, the Company’s independent director nominees. On September 18, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 1,437,500 Class B ordinary shares, resulting in 7,187,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Sponsor agreed to forfeit up to an aggregate of 937,500 Founder Shares to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on September 29, 2020, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result of the expiration of the over-allotment option, an aggregate of 250,000 Founder Shares were forfeited by the Sponsor.The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.Related Party LoansOn August 3, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of December 31, 2020, the Company borrowed approximately $154,000 under the Note. The Note was repaid in full on October 1, 2020.In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSAdministrative Services AgreementThe Company entered into an agreement that provides that, commencing on the date that the Company’s securities are first listed on NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company may pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company.In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.The Company incurred approximately $33,000 in expenses in connection with such services during the period from July 28, 2020 through December 31, 2020 as reflected in the accompanying statement of operations. As of December 31, 2020, the Company had nil in accrued expenses—related party in connection with such services.Note 6—Commitments and ContingenciesRegistration and Shareholder RightsThe holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementThe Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment option on September 29, 2020 to purchase an additional 2,750,000 Over-Allotment Units. The remaining unexercised over-allotment option expired unexercised on November 6, 2020.In connection with the consummation of the Initial Public Offering on September 25, 2020, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. On September 29, 2020, the underwriters were entitled to an additional underwriting discount of approximately $0.6 million paid upon the closing of the Over-Allotment, and an additional deferred underwriting commissions of approximately $1.0 million. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSContingent LiabilitiesThe Company is involved in legal proceedings, alleging that the Company their fiduciary duties by omitting allegedly material information in the Registration Statement filed by the Company on Form S-4 on February 3, 2021 in connection with the Proposed Transaction, and that the Company aided and abetted such alleged breaches of fiduciary duty. As relief, the complaints seek, among other things, an injunction barring the Company from proceeding with the Proposed Transaction, or, alternatively, rescission of the Proposed Transaction in the event that it is consummated, as well as unspecified costs and attorneys’ fees. The Company believes these lawsuits are without merit. the outcomes of these proceedings and lawsuits cannot be predicted with certainty. The Company does not believe that any of the pending legal proceedings and lawsuits are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows.Note 7—Shareholders’ EquityClass A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 27,750,000 Class A ordinary shares issued or outstanding, including 26,290,616 Class A ordinary shares subject to possible redemption.Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On August 3, 2020, the Company issued 8,625,000 Class B ordinary shares to the Sponsor. On September 3, 2020, the Sponsor transferred 35,000 Founder Shares to each of Arno Harris, Ja-Chin Audrey Lee, Brian Goncher and Steven Berkenfeld, the Company’s independent director nominees. On September 18, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 1,437,500 Class B ordinary shares, resulting in 7,187,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. Of the 7,187,500 shares outstanding, up to 937,500 Class B ordinary shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full prior to expiration, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on September 29, 2020, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result of the expiration of the over-allotment option, an aggregate of 250,000 Founder Shares were forfeited by the Sponsor.Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2020, there were no preference shares issued or outstanding.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSWarrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):●in whole and not in part;●at a price of $0.01 per warrant;ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTS●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.The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:●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.The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.Note 8—Fair Value MeasurementsThe following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in
Active Markets Significant Other
Observable Inputs Significant Other
Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities $ 277,547,390 $ - $ - $ 277,547,390 $ - $ - ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSThe remainder of the balance in Investments held in Trust Account, approximately $1,000, is comprised of cash equivalents. Level 1 instruments include investments in cash, money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from July 28, 2020 (inception) through December 31, 2020.Note 9—Subsequent EventsManagement has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements are issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed, except as disclosed below.On January 11, 2021, the Company entered into an Agreement and Plan of Merger with Proterra Inc, a Delaware corporation (“Proterra”).The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Proterra.The Business CombinationThe Merger Agreement provides for, among other things, the following: (i) the Company will become a Delaware corporation (the “Domestication”), (ii) following the Domestication, a subsidiary of the Company will merge with and into Proterra, with Proterra as the surviving company in the merger and continuing as a wholly-owned subsidiary of the Company (the “Merger”) and, in connection with the Merger, (iii) the Company’s name will be changed to Proterra Inc. The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are referred to as the “Business Combination”.The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by the Company’s stockholders and the fulfillment of other customary closing conditions.Business Combination ConsiderationIn the Merger, each share of common stock of Proterra, other than shares to be cancelled or dissenting shares, will be converted into the right to receive 0.8925 shares of ArcLight Common Stock. In the event that the closing sale price of ArcLight Common Stock exceeds certain price thresholds for 20 out of any 30 consecutive trading days during the first five years following the closing of the Business Combination, up to an additional 22,809,500 shares of ArcLight Common Stock may be issued to the parties that were holders of Proterra Common Stock immediately prior to the closing of the Business Combination.PIPE Financing (Private Placement)Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors, pursuant to which they agreed to subscribe for and purchase, , immediately following the closing of the Merger, an aggregate of 41,500,000 shares of the Company Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $415,000,000 (the “PIPE Financing”).The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Financing certain customary registration rights.ARCLIGHT CLEAN TRANSITION CORP.NOTES TO FINANCIAL STATEMENTSSponsor Support AgreementConcurrently with the execution of the Merger Agreement, the Sponsor, and other holders of Class B ordinary shares pof ArcLight entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Company and Proterra, pursuant to which the Sponsor and such holders agreed to, among other things, (i) vote at any meeting of the shareholders of the Company all of their ordinary shares held of record or thereafter acquired in favor of the proposals being considered in connection with the Business Combination, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.Sponsor Letter AgreementConcurrently with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the parties agreed (i) to certain vesting and forfeiture terms with respect to 10% of the Company’s Common Stock beneficially owned by the Sponsor immediately following the closing, (ii) to certain lock-up provisions with respect to shares of Company Common Stock following the Merger (which provisions were subsequently amended on February 2, 2021) and (iii) to cause the Company’s designee to the ArcLight board of directors to resign in the event the Sponsor disposes of 50% or more of the ArcLight Common Stock held beneficially by the Sponsor as of the closing of the Business Combination.Amended and Restated Registration Rights AgreementAt the closing of the Business Combination, Proterra, the Sponsor and certain stockholders of Proterra will enter into an amended and restated registration rights agreement pursuant to which, among other things, the parties thereto will be granted certain customary registrant rights with respect to shares of Proterra Common Stock.F-20