| 2021-05-14 |
股东大会：
将于2021-06-11召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal-RESOLVED, as an ordinary resolution, that ArcLight’s entry into the Merger Agreement, dated as of January 11, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among ArcLight, Phoenix Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of ArcLight (“Phoenix Merger Sub”), and Proterra Inc, a Delaware corporation (“Proterra”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of ArcLight as an exempted company in the Cayman Islands and the continuation and domestication of ArcLight as a corporation in the State of Delaware, (a) Phoenix Merger Sub will merge with and into Proterra, with Proterra as the surviving company in the Merger and, after giving effect to the Merger, Proterra will be a wholly-owned subsidiary of ArcLight and (b) at the Effective Time, (i) each share of Proterra outstanding as of immediately prior to the Effective Time will be exchanged for 0.8925 shares of common stock, par value $0.0001 per share, of New Proterra (the “New Proterra Common Stock”), (ii) each warrant and equity award of Proterra outstanding as of immediately prior to the Effective Time will be exchanged for comparable warrants and equity awards that are exercisable for 0.8925 shares of New Proterra Common Stock, and (iii) each outstanding secured convertible promissory note of Proterra (a “Convertible Note,” collectively the “Convertible Notes”) that is not optionally converted immediately prior to the Effective Time will become convertible into shares of New Proterra Common Stock, in accordance with the terms of the Convertible Note, certain related agreements (including the Subscription Agreements, the Amended and Restated Registration Rights Agreement, the Sponsor Support Agreement, the Sponsor Letter Agreement, Amendment No. 1 to the Sponsor Letter Agreement and the Proterra Stockholder Support Agreements, each in the form attached to the proxy statement/prospectus as Annex E, Annex J, Annex K, Annex L, Annex G and Annex F, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.
2.The Domestication Proposal-RESOLVED, as a special resolution, that ArcLight be transferred by way of continuation to Delaware pursuant to Article 47 of ArcLight’s Articles of Association and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, ArcLight be continued and domesticated as a corporation under the laws of the State of Delaware.
3.Governing Documents Proposal A-RESOLVED, as an ordinary resolution, that the change in the authorized share capital of ArcLight from US$55,500 divided into (i) 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, to (ii) 500,000,000 shares of common stock, par value $0.0001 per share, of New Proterra and 10,000,000 shares of preferred stock, par value $0.0001 per share, of New Proterra be approved.
4.Governing Documents Proposal B-RESOLVED, as an ordinary resolution, that the authorization to the Board of Directors of New Proterra (the “New Proterra Board”) to issue any or all shares of New Proterra Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Proterra Board and as may be permitted by the Delaware General Corporation Law be approved.
5.Governing Documents Proposal C-RESOLVED, as an ordinary resolution, that the removal of the ability of New Proterra stockholders to take action by written consent in lieu of a meeting be approved.
6.Governing Documents Proposal D-RESOLVED, as a special resolution, that the amendment and restatement of the Existing Governing Documents be approved and that all other changes necessary or, as mutually agreed in good faith by ArcLight and Proterra, desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) making New Proterra’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, provided, that the exclusive forum provision in the Proposed Certificate of Incorporation does not apply to claims arising out of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, for which the federal district courts of the United States are the exclusive forum, and (iii) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved.
7.The Nasdaq Proposal-RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New Proterra Common Stock be approved.
8.The Equity Incentive Plan Proposal-RESOLVED, as an ordinary resolution, that the Proterra Inc 2021 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex H, be adopted and approved.
9.The Employee Stock Purchase Plan Proposal-RESOLVED, as an ordinary resolution, that the Proterra Inc 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex I, be adopted and approved.
10. The Adjournment Proposal-RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to ArcLight shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient ArcLight ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from ArcLight shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if ArcLight shareholders redeem an amount of the public shares such that one of the conditions to consummate the Business Combination that the aggregate cash proceeds to be received by ArcLight from the trust account in connection with the Business Combination, together with the aggregate gross proceeds from the PIPE Financing, equal no less than $300,000,000 as a condition to ArcLight’s obligation to close or $350,000,000 as a condition to Proterra’s obligation to close (in each case, after deducting any amounts paid to ArcLight’s stockholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by ArcLight) would not be satisfied at Closing, be approved.
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