OPAL Fuels Inc., a leading vertically integrated producer and distributor of renewable natural gas, announced the completion of its previously disclosed exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to (i) public warrants to purchase shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), which warrants traded on The Nasdaq Capital Market under the symbol “OPALW” (the “public warrants”), and (ii) private placement warrants to purchase shares of Class A common stock (the “private placement warrants” and, together with the public warrants, the “warrants”). The Company issued approximately 3,310,189 shares of Class A common stock in exchange for the warrants tendered in the Offer.
The Company and Continental Stock Transfer & Trust Company have entered into the related amendment to the warrant agreement governing the warrants (the “Warrant Amendment”), dated December 21, 2022. Pursuant to the Warrant Amendment, the Company exercised its right to exchange each warrant that was outstanding at the closing of the Offer for 0.225 shares of Class A common stock per warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Post-Offer Exchange”). The Company has fixed the date for the Post-Offer Exchange as December 23, 2022.
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As a result of the completion of the Offer and the Post-Offer Exchange, there will not be any outstanding warrants. Accordingly, the public warrants will be suspended from trading on the Nasdaq and will be delisted upon completion of the Post-Offer Exchange. The shares of Class A common stock will continue to be listed and trade on the Nasdaq under the symbol “OPAL.” Following completion of the Offer, there are approximately 28,981,579 shares of Class A common stock outstanding (an increase of approximately 12.9% from prior to the closing of the Offer) and following completion of the Post-Offer Exchange there will be approximately 29,477,870 shares of Class A common stock outstanding (an increase of approximately 14.8% from prior to the closing of the Offer and the Post-Offer Exchange).
The Company engaged BofA Securities as the dealer manager for the Offer and Consent Solicitation, D.F. King & Co., Inc. as the information agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent for the Offer and Consent Solicitation.
SOURCE: Businesswire