SEC Form SC 13D filed by ArcLight Clean Transition Corp. II

CUSIP No.  68347P103

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Mendocino Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					2,500,000(1)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					2,500,000(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,500,000(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		9.9%(2)
14	TYPE OF REPORTING PERSON (See Instructions)
		OO

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Item 1. Security and Issuer

 

This Schedule 13D is being filed jointly by (i) Mendocino Capital, LLC "Mendocino"), the holder of record of the Class A Common Stock reported herein, and (ii) NextEra Energy, Inc. ("NEE"), which is the ultimate corporate parent of Mendocino (each, a "Reporting Person," and collectively, the "Reporting Persons"). The principal business address of the Reporting Persons is 700 Universe Boulevard, Juno Beach, Florida 33408. NEE is one of the largest electric power and energy infrastructure companies in North America and a leader in the renewable energy industry. NEE is a publicly traded company with its common stock listed on the New York Stock Exchange under the symbol "NEE". Mendocino is a wholly owned, controlled subsidiary of NEE, and serves primarily as an investment holding company for NEE. NEE is a corporation organized under the laws of the State of Florida, and Mendocino is a limited liability company organized under the laws of the State of Delaware.

During the last five years, the Reporting Person has not, and, to the Reporting Person’s knowledge, none of the Related Parties has, (i) been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

 

On July 21, 2022, Mendocino purchased from the Issuer 2,500,000 shares of Class A Common Stock, which were paid for using Reporting Persons’ working capital. Mendocino is a wholly owned subsidiary of NEE, a publicly traded company with its common stock listed on the New York Stock Exchange under the symbol "NEE".

CUSIP No.  68347P103

SCHEDULE 13D

Item 4. Purpose of Transaction

 

The information set forth on the cover page of this Schedule 13D is incorporated herein.

The information in Item 3 is incorporated herein. Except as described in Item 3, the Reporting Persons have not effected any transactions in the Class A Common Stock during the past 60 days.

Item 5(d):

Item 5(e):

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

 

The 2,500,000 shares of Class A Common Stock that are described herein were purchased by Mendocino on July 21, 2022 pursuant to the form of Subscription Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on December 3, 2021, which is listed as Exhibit 99.1 below and incorporated herein by reference.

In addition to the 2,500,000 shares of Class A Common Stock that are described herein, the Reporting Persons are the beneficial owners of 1,000,000 Series A Preferred Units of Opal Fuels LLC, which are directly owned by Mendocino. Opal Fuels LLC is an entity that directly or indirectly holds substantially all of the consolidated assets and business of the Issuer. In its capacity as the direct owner of such 1,000,000 Series A Preferred Units, Mendocino is a party to the limited liability company agreement of Opal Fuels LLC, which agreement (including the certificate of designations included therein with respect to the Series A Preferred Units) sets forth certain rights and obligations of the parties thereto with respect to the Series A Preferred Stock. The Second Amended & Restated LLC Agreement of Opal Fuels LLC (including the Series A Preferred Unit Certificate of Designations) was filed as Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer on July 27, 2022, is listed as Exhibit 99.2 below, and is incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any other contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

ATTENTION

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JOINT FILING AGREEMENT

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us, will be filed, on behalf of each of us.

Dates as of August 1, 2022