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Registrant's
telephone number, including area code: (i914) i705-4000
Not Applicable
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass
A common stock, par value $0.0001 per share
iOPAL
iThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyi☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. i☐
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Landfill Gas Purchase and Sale Agreement
On March 27, 2024, a wholly-owned subsidiary of OPAL Fuels
Inc. (referred to herein as the “Company”) entered into a First Amendment (the “Amendment”) to the Landfill Gas Purchase Agreement dated May 2, 2023 between the Company and Polk County, a political subdivision of the State of Florida (“Polk”). The Amendment is effective as of March 6, 2024. In critical part, the Amendment provides for the Company to construct, at its sole expense, an additional flare for the renewable natural gas facility contemplated by the Agreement (the “Facility”).
Site
Lease
On March 27, 2024, the Company entered into a lease and access agreement (the “Site Lease”), which is effective as of March 20, 2024, with Polk that provides the Company with the right to build and operate the Facility on a parcel of real property located at or near the landfill. The Site Lease and the Agreement, as amended, will terminate on April 26, 2042 unless earlier terminated or extended pursuant to the terms and conditions of the Agreement. Along with usual and customary lease terms, the Site Lease also provides for easements to the
Company over Polk-owned property for construction of a pipeline to transport gas to an interstate pipeline offsite. Payments by the Company to Polk in consideration for the Site Lease are de minimis.
The representations, warranties, and covenants contained in the Agreement were made solely for the benefit of the Company and Polk and are subject to limitations agreed upon by the parties therein.
The foregoing descriptions of the terms of the Amendment and Site Lease do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Amendment and Site Lease, copies of which are filed as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,”“project,”“expect,”“anticipate,”“estimate,”“intend,”“strategy,”“future,”“opportunity,”“plan,”“may,”“should,”“will,”“would,”“will be,”“will continue,”“will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including, but not limited to those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 29, 2023, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website
at www.sec.gov.
New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise. We do not give any assurance that we will achieve our expectations.
Certain of the schedules and
exhibits to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
