| Description of Organization, Business Operations and Basis of Presentation | Note 1—Description
of Organization, Business Operations and Basis of Presentation ArcLight 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 had not yet identified (“Business Combination”). As of March 31, 2021, the
Company had not yet commenced operations. All activity for the period from July 28, 2020 (inception) through March 31, 2021 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. The 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 were recorded at a redemption value and classified as temporary equity 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 the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation
of the Initial Public Offering (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. In 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. Proposed Business Combination 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 Combination The 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 Consideration In 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. Sponsor Support Agreement Concurrently with the execution of the Merger
Agreement, the Sponsor, and other holders of Class B ordinary shares of 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 Agreement Concurrently 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 Agreement At 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. Basis of Presentation The accompanying unaudited
condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles
(“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered
for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited
condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in Amendment
No. 1 to in the Form 10-K/A filed by the Company with the SEC on May 5, 2021. Emerging Growth
Company The
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 stockholder 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. This
may make comparison of the Company’s financial statement 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 Concern As
of March 31, 2021, the Company had approximately $90,000 in its operating bank account and a working capital deficit of approximately
$3.7 million. 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). As of March 31, 2021, 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 working capital deficit raises 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 the specific impact is not readily determinable
as of the date of the balance sheet. The financial statement does not include any adjustments that might result from the outcome of this
uncertainty. |
