0001213900-22-073643 | S-4 | XBRL Viewer

$ 0.0001

337,852,251

25,671,390

25,671,390

Class B Common Stock

$ 0.0001

157,498,947

Class C Common Stock

$ 0.0001

154,309,729

Class D Common Stock

$ 0.0001

154,309,729

144,399,037

144,399,037

[1]	Restricted cash held as collateral represents the collateral requirements on our debt facilities.

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Revenues:

$ 66,550

$ 47,184

$ 168,814

$ 104,968

Selling, general, and administrative

15,751

7,922

34,561

19,107

Depreciation, amortization, and accretion

3,258

2,613

9,816

6,672

Total expenses

68,499

44,030

169,456

102,559

Operating (loss) income

(1,949)

3,154

(642)

2,409

Other (expense) income:

Interest and financing expense, net

(776)

(2,354)

(7,184)

(5,659)

Change in fair value of derivative instruments, net

(1,908)

(27)

(1,580)

(10)

Other income

6,308

Gain on acquisition of equity method investment

19,818

Income from equity method investments

3,694

3,658

2,392

Income before provision for income taxes

5,369

773

560

18,950

Provision for income taxes

Net income

5,369

773

560

18,950

Net income (loss) attributable to redeemable non-controlling interests

4,161

(2,584)

Net loss attributable to non-redeemable non-controlling interests

(325)

(216)

(824)

(414)

Paid-in-kind preferred dividends

^[1]

2,658

5,093

Net income attributable to OPAL Fuels

989

19,364

Net loss attributable to Class A common stockholders

$ (1,125)

Basic (in Shares)

25,671,390

Diluted (in Shares)

25,823,772

Basic (in Dollars per share)

^[2]

$ (0.04)

Diluted (in Dollars per share)

^[2]

$ (0.06)

RNG fuel

Revenues:

$ 32,381

$ 17,892

$ 83,196

$ 37,066

Cost of sales

20,959

11,973

51,843

23,053

Fuel station services

Revenues:

23,227

18,387

55,524

35,560

Cost of sales

20,886

15,458

49,643

29,775

Renewable Power

Revenues:

10,942

10,905

30,094

32,342

Organization and Description of Business [Abstract]

Cost of sales

$ 7,645

$ 6,064

$ 23,593

$ 23,952

[1]	Paid-in-kind preferred dividend is allocated between redeemable non-controlling interests and Class A common stockholders basis their weighted average percentage of ownership. Please see Note.14 Redeemable non-controlling interests, redeemable preferred non-controlling interests and stockholders’ equity for additional information.
[2]	Loss per share information has not been presented for the periods prior to the Business Combination (as defined in Note 3, Business Combination), as it would not be meaningful to the users of these unaudited condensed consolidated financial statements, Refer to Note 3, Business Combination.

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 5,369	$ 773	$ 560	$ 18,950
Other comprehensive income:
Net unrealized gain on cash flow hedges	1,189		1,189
Total comprehensive income	6,558	773	1,749	18,950
Net income attributable to Redeemable non-controlling interests	6,509		2,199
Other comprehensive income attributable to Redeemable non-controlling interests	1,011		1,011
Comprehensive loss attributable to non-redeemable non-controlling interests	(325)	(216)	(824)	(414)
Paid-in-kind preferred dividends	310		310
Comprehensive income attributable to OPAL Fuels		989		19,364
Comprehensive loss attributable to Class A common stockholders	$ (947)		$ (947)

Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interest, Redeemable Preferred Non-Controlling Interest and Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands	Legacy Series A-1 Previously Reported Preferred Units	Class A common stock	Class D Previously Reported common stock	Class D common stock	Previously Reported Legacy Common Units	Previously Reported Accumulated deficit	Previously Reported Non- redeemable non- controlling interests	Previously Reported Mezzanine Equity Redeemable Preferred non-controlling interests	Previously Reported Mezzanine Equity Redeemable non-controlling interests	Previously Reported Redeemable non-controlling interests	Previously Reported	Additional paid-in capital	Accumulated deficit	Other comprehensive income	Non- redeemable non- controlling interests	Mezzanine Equity Redeemable Preferred non-controlling interests	Mezzanine Equity Redeemable non-controlling interests	Redeemable non-controlling interests	Total
Balance, as previously reported (in Shares) at Dec. 31, 2020					986
Balance, as previously reported at Dec. 31, 2020					$ 49,170	$ (25,396)	$ 6,685				$ 30,459
Retroactive application of recapitalization (in Shares)			142,377,450		(986)
Retroactive application of recapitalization			$ 14		$ (49,170)	25,396				$ 23,760	(23,760)
Balance, as adjusted (in Shares)				142,377,450
Balance, as adjusted				$ 14											$ 6,685			$ 23,760	$ 6,699
Issuance of non-redeemable non-controlling interest															6,223			3,808	6,223
Contributions from redeemable non-controlling interests																		1,766
Distributions to redeemable non-controlling interests																		(2,103)
Net loss															(88)			(427)	(88)
Stock-based compensation																		160
Balance at Mar. 31, 2021				$ 14											12,820			26,964	12,834
Balance (in Shares) at Mar. 31, 2021				142,377,450
Issuance of non-redeemable non-controlling interest															5,171				5,171
Contributions from redeemable non-controlling interests																		5,756
Distributions to redeemable non-controlling interests																		(1,592)
Net loss															(110)			18,802	(110)
Stock-based compensation																		160
Balance at Jun. 30, 2021				$ 14											17,881			50,090	17,895
Balance (in Shares) at Jun. 30, 2021				142,377,450
Issuance of non-redeemable non-controlling interest															27,545			(4,523)	27,545
Contributions from redeemable non-controlling interests																		397
Net loss															(216)			989	(216)
Stock-based compensation																		159
Balance at Sep. 30, 2021				$ 14											45,210			$ 47,112	45,224
Balance (in Shares) at Sep. 30, 2021				142,377,450
Balance, as previously reported (in Shares) at Dec. 31, 2021	300,000				1,000
Balance, as previously reported at Dec. 31, 2021	$ 30,210				$ 47,592	15,967	1,188				64,747								1,202
Retroactive application of recapitalization (in Shares)	(300,000)		144,399,037		(1,000)
Retroactive application of recapitalization	$ (30,210)		$ 14		$ (47,592)	(15,967)		30,210	63,545		(63,545)
Balance, as adjusted (in Shares)			144,399,037
Balance, as adjusted			$ 14				1,188	30,210	63,545		1,202
Net loss							(242)		(4,225)		(242)
Proceeds from non-redeemable non-controlling interest							5,738		(95)		5,738
Amortization on payment to acquire non-redeemable non-controlling interest									(91)
Issuance of Redeemable preferred non-controlling interest, net of issuance costs								25,000	(267)
Stock-based compensation									160
Paid-in-kind preferred dividend								717	(717)
Balance at Mar. 31, 2022			$ 14				$ 6,684	$ 55,927	$ 58,310		$ 6,698
Balance (in Shares) at Mar. 31, 2022			144,399,037
Net loss															(257)		$ (85)		(257)
Redeemable preferred non-controlling interest issuance, net of issuance costs																75,000
Proceeds from non-redeemable non-controlling interest															11,211		47		11,211
Amortization on payment to acquire non-redeemable non-controlling interest																	(92)
Stock-based compensation																	160
Paid-in-kind preferred dividend																1,718	(1,718)
Balance at Jun. 30, 2022				$ 14											17,638	132,645	56,622		17,652
Balance (in Shares) at Jun. 30, 2022				144,399,037
Net loss													(815)		(325)		6,509		(1,140)
Unrealized gain on cash flow hedges														178			1,011		178
Issuance of common stock from the reverse recapitalization and PIPE Investments, net of warrant liability, put option and earnout liability		$ 2										68,255							68,257
Issuance of common stock from the reverse recapitalization and PIPE Investments, net of warrant liability, put option and earnout liability (in Shares)		22,611,857
Conversion of Convertible Note Payable to common shares												30,595							30,595
Conversion of Convertible Note Payable to common shares (in Shares)		3,059,533
Change in redemption value of Redeemable non-controlling interests												(95,711)	(1,065,012)				1,160,723		(1,160,723)
Proceeds from non-redeemable non-controlling interest												(3,158)			9,361				6,203
Stock-based compensation												19					140		19
Paid-in-kind preferred dividend													(310)			2,658	(2,348)		(310)
Balance at Sep. 30, 2022		$ 2		$ 14									$ (1,066,137)	$ 178	$ 26,674	$ 135,303	$ 1,222,657		$ (1,039,269)
Balance (in Shares) at Sep. 30, 2022		25,671,390		144,399,037

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income	$ 560	$ 18,950
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Income from equity method investments	(3,658)	(2,392)
Depreciation and amortization	9,581	6,510
Amortization of deferred financing costs	1,514	678
Amortization of PPA liability		(194)
Accretion expense related to asset retirement obligation	235	162
Stock-based compensation	479	479
Paid-in-kind interest income	(209)	(101)
Change in fair value of Convertible Note Payable	(151)	2,250
Unrealized loss on derivative financial instruments	1,677	1,553
Gain on extinguishment of contingent liability	(4,362)
Gain on repayment of Note receivable	(1,943)
Gain on acquisition of equity method investment		(19,818)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	(11,269)	(237)
Proceeds received on previously recorded paid-in-kind interest income	288
Fuel tax credits receivable	(1,049)	(42)
Capital spares	(308)	1,608
Brown gas and parts inventory	(3,520)	(804)
Environmental credits held for sale	(838)	(1,086)
Prepaid expense and other current assets	(996)	1,348
Contract assets	(6,192)	(1,725)
Accounts payable	(6,734)	6,970
Accounts payable, related party	323	1,268
Fuel tax credits payable	690	1,545
Accrued payroll	(2,386)	(549)
Accrued expenses	8,561	3,672
Other current and non-current liabilities	453	8,794
Contract liabilities	(3,035)	58
Net cash (used in) provided by operating activities	(22,289)	28,897
Cash flows from investing activities:
Purchase of property, plant, and equipment	(84,949)	(63,393)
Cash acquired on acquisition of equity method investment		1,955
Cash paid for short term investments	(146,936)
Cash paid for investment in other entity		(1,570)
Purchase of Note receivable		(10,450)
Proceeds received from repayment of Note receivable	10,855
Distributions received from equity method investment	2,100	3,695
Net cash used in investing activities	(218,930)	(69,763)
Cash flows from financing activities:
Proceeds from Sunoma loan	4,593	14,191
Proceeds from OPAL Term Loan	27,500
Proceeds received from Business Combination	138,850
Financing costs paid to other third parties	(8,462)	(75)
Repayment of Senior Secured Credit Facility	(3,674)	(3,835)
Repayment of OPAL Term Loan	(11,277)
Repayment of Municipality loan	(157)
Proceeds from sale of non-redeemable non-controlling interest	23,152	21,579
Proceeds from sale of non-controlling interest, related party		16,645
Proceeds from issuance of redeemable preferred units	100,000
Contributions from members		7,919
Distributions to members		(3,695)
Net cash provided by financing activities	270,525	52,729
Net increase in cash, restricted cash, and cash equivalents	29,306	11,863
Cash, restricted cash, and cash equivalents, beginning of period	42,054	15,388
Cash, restricted cash, and cash equivalents, end of period	71,360	27,251
Supplemental disclosure of cash flow information
Interest paid, net of $— and $531 capitalized, respectively	7,013	2,405
Noncash investing and financing activities:
Issuance of Convertible Note Payable related to business acquisition, excluding paid-in-kind interest		55,410
Fair value of Class A common stock issued for redemption of Convertible Note Payable	30,595
Fair value of Derivative warrant liabilities assumed related to Business Combination	13,524
Fair value of Earnout liabilities related to Business Combination	45,900
Fair value of put option on a forward purchase agreement related to Business Combination	4,600
Fair value of contingent consideration to redeem the non-controlling interest included in other long-term liabilities	183
Paid-in-kind dividend on redeemable preferred non-controlling interests	5,093
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses	9,284	789
Accrual for deferred financing costs included in Accrued expenses and other current liabilities	$ 282

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Statement of Cash Flows [Abstract]
Interest capitalized		$ 531

Organization and Description of Business

9 Months Ended

Sep. 30, 2022

Organization and Description of Business

1. Organization and Description of Business

OPAL Fuels Inc. (including its subsidiaries, the “Company”, “OPAL,” “we,” “us” or “our”) is a renewable energy company specializing in the capture and conversion of biogas for the (i) production of RNG for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of Renewable Power for sale to utilities, (iii) generation and sale of Environmental Attributes associated with RNG and Renewable Power, and (iv) sales of RNG as pipeline quality natural gas. OPAL also designs, develops, constructs, operates and services Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. The biogas conversion projects (“Biogas Conversion Projects”) currently use landfill gas and dairy manure as the source of the biogas. In addition, we have recently begun implementing design, development, and construction services for hydrogen Fueling Stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams.

The Company (formerly known as ArcLight Clean Transition Corp. II) was incorporated as a Cayman Islands exempted company on January 13, 2021. 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.

On December 2, 2021, the Company, OPAL HoldCo LLC (“OPAL Holdco”) and OPAL Fuels LLC, a Delaware limited liability company (“OPAL Fuels”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). On July 21, 2022, we closed the Business Combination Agreement and consummated the transactions contemplated thereby (the “Business Combination”). The Business Combination Agreement and the Business Combination were unanimously approved by the boards of directors of the Company and OPAL Fuels, and also approved by OPAL Holdco, the sole member of OPAL Fuels.

Pursuant to the Business Combination Agreement, on July 21, 2022, (the “Closing Date”), Arclight changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). Following the Domestication, on July 21, 2022, Arclight changed its name to “OPAL Fuels Inc.” and each outstanding ArcLight Class B ordinary share converted into one ArcLight Class A ordinary share, each outstanding ArcLight Class A ordinary share became one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and each outstanding warrant to purchase one ArcLight Class A ordinary share became a warrant to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share. Following the consummation of the Business Combination on July 21, 2022, the Company was organized in an “Up-C” structure. The Company is the managing member of OPAL Fuels. OPAL Fuels directly or indirectly holds substantially all of the consolidated assets and business of the Company. Please see Note 3 Business Combination for additional information.

All amounts in these footnotes are presented in thousands of dollars except per share data.

COVID-19 Impact

In March 2020, the World Health Organization categorized the coronavirus disease 2019 (“COVID-19”) as a pandemic and the President of the United States declared the COVID-19 outbreak as a national emergency. Management considered the impact of COVID-19 on the assumptions and estimates used and determined that, because the Company was deemed to be an essential business by the U.S. government and incurred neither layoffs of personnel nor a decline in its customer base or business operations. There was no material adverse impact on the Company’s statement of position and result of operations as of, and for the three and nine months ended September 30, 2022.

The future impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and its impact on our customers, all of which are uncertain and cannot be predicted.

Liquidity and Capital Resources

As of September 30, 2022, our liquidity consisted of cash and cash equivalents including restricted cash of $71,360 and short term investments of $146,936.

As of September 30, 2022, we had total indebtedness excluding the deferred financing costs of $219,987 which primarily consisted of $77,679 under the Senior Secured Credit Facility, $27,964 under the Convertible Note Payable, $91,223 under the OPAL Term Loan, $121 under the Municipality loan, and $23,000 under the Sunoma Loan. The amount outstanding under the Senior Secured Credit Facility is due to be repaid in December 2022 and therefore has been classified as a current liability.

In August 2022, we entered into a delayed draw term loan facility for $105,000 to fund the construction of new RNG facilities which is available for us to drawdown upon achievement of certain milestones. In July 2022, we received a redemption notice from Biotown Bio Gas LLC (“Biotown”) for the Note receivable and the Company subsequently received $11,555 consisting of the principal balance $10,915, prepayment penalty of $546 and accrued interest of $94. Additionally, we have drawn $12,500 in September 2022 and $12,500 in October 2022 under the OPAL Term Loan following the commencement of operations of two additional RNG facilities. We entered into an amendment to the OPAL Term Loan to extend the commitment date to March 2023 for the remaining $10,000.

We expect that our available cash, together with our other assets, expected cash flows from operations, available lines of credit under various debt facilities and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months following the date of this report.

To fuel future growth, we anticipate seeking additional capital through equity offerings or debt financings. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our project development efforts. We may be unable to obtain any such additional financing on acceptable terms or at all. Our ability to access capital when needed is not assured and, if capital is not available when, and in the amounts, needed, we could be required to delay, scale back, or abandon some or all of our development programs and other operations, which could materially harm our business, prospects, financial condition, and operating results.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Restatement of Financial Statements

Our condensed consolidated statements of operations for the nine months ended September 30, 2021 and condensed consolidated statements of changes in Redeemable non-controlling interest, Redeemable preferred non-controlling interests and stockholders’ equity as of September 30, 2021 have been restated for certain errors made with regard to accounting for certain commodity swap agreements which the Company entered into in December 2018 and November 2019, recording of certain invoices related to construction in progress in the wrong period and for the gross up of revenue for certain federal and state taxes collected by the Company on behalf of the customer, which the Company subsequently remitted to the government.

Restatement relating to commodity swap contracts

In December 2018, the Company signed an amendment to an existing power purchase agreement (“PPA”) which converted the PPA into a swap structure whereby the Company was able to sell the capacity separately and schedule the sale of electricity independent of the PPA. Post the amendment and conversion to a swap, the counterparty agreed to pay the Company the difference between the market price collected from the sale of the electricity and the contract price in the PPA. The contract was expected to be net settled in cash on a monthly basis. Please see Note 10 Derivative Financial Instruments for additional information.

In November 2019, the Company entered into an International Swaps and Derivatives Association(“ISDA”) agreement pursuant to which, the Company entered into a commodity swap contract for a notional quantity of 87,720 MWh at 5MWh per hour for a period of two years — 2020 and 2021 at a fixed contract price of $35.75 per MWh. The swap was expected to be net settled in cash on a monthly basis. Additionally, the Company entered into another commodity swap contract for a notional quantity of 26,280 MWh at 3 MWh per hour for one year - 2022. Please see Note 10 Derivative Financial Instruments for additional information.

The Company recorded $169 of realized gain on the above swap arrangements as part of Revenues in its consolidated statements of operations for the nine months ended September 30, 2021. The Company previously reported this gain as part of Revenues in the condensed consolidated statement of operations but the gain was not properly disclosed in the notes to the financial statements.

The Company concluded that these two contracts were economic hedges against market price volatility and are considered as derivatives under ASC 815 Derivatives and Hedging, which required the Company to record mark to market unrealized gain (loss) in its condensed consolidated statements of operations.

The Company did not record an unrealized loss of $2,824 for the nine months ended September 30, 2021. Therefore, the Company restated its Revenues - RNG Fuel by $2,824 for the nine months ended September 30, 2021.

Restatement relating to taxes collected on behalf of customers

The Company collects federal and state taxes on its revenues generated from customers in our RNG Fuel segment and remits the same to the government subsequently. The Company concluded that these taxes should be presented on a net basis in Revenues-RNG fuel in its condensed consolidated statements of operations. Therefore, the Company restated its revenues and cost of sales by $1,140 for the nine months ended September 30, 2021. This adjustment did not have any impact on net income reported for the nine months ended September 30, 2021.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Beacon RNG LLC (“Beacon”), Central Valley LLC (“Central Valley”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s condensed consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company’s variable interest entities (“VIE”) are presented as a separate component from the Stockholders’ equity in the condensed consolidated balance sheets and as a non-redeemable non-controlling interests in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders’ equity.

The accompanying condensed consolidated financial statements reflect the activities of the Company, its subsidiaries, and its equity method investments for the nine months ended September 30, 2022 and 2021. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. As of September 30, 2022 and December 31, 2021, the Company accounted for its ownership interests in Pine Bend RNG LLC (“Pine Bend”), Noble Road RNG LLC (“Noble Road”) and GREP BTB Holdings LLC (“GREP”) under the equity method. The Company’s interests in Beacon for the period between January 1, 2021 and April 30, 2021 were accounted for under the equity method. Beacon was consolidated after acquisition of remaining ownership interests increasing the ownership interest from 44.3% to 100% on May 1, 2021. Please see Note 4. Investment in other entities, for additional information.

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Current Report on Form 8K, which was filed with SEC on July 27, 2022. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results, and cash flows for the periods presented.

Business Combination

The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. OPAL HoldCo held a controlling financial interest in OPAL Fuels prior to the closing date. At transaction close, OPAL HoldCo obtained a controlling financial interest in the Company and indirectly retained control over OPAL Fuels through the Company. OPAL HoldCo did not relinquish control over OPAL Fuels during the transaction, instead it affected a transfer of a controlled subsidiary (i.e., OPAL Fuels) to a newly-controlled subsidiary (i.e., OPAL Fuels Inc) and in exchange for issuing Class A common units of OPAL Fuels for the net assets of the Company. As there was no change in control, OPAL Fuels has been determined to be the accounting acquirer. Under this method of accounting, ArcLight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization. The net assets of ArcLight are stated at historical cost, with no goodwill or other intangible assets recorded. Results of operations prior to Business Combination are presented as belonging to OPAL Fuels in future reports of the combined entity. The recapitalization had no effect on reported net loss and comprehensive income, cash flows, total assets or members’ equity as previously reported. See Note 3. Business Combination, for additional information.

The Business Combination resulted in an umbrella partnership corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The Up-C structure allowed OPAL Fuels equity holders to retain their equity ownership in OPAL Fuels, an entity that is classified as a partnership for U.S. federal income tax purposes, and provides potential future tax benefits for the Company when the OPAL Fuels equity holders ultimately redeem their pass-through interests for shares of Class A common stock in OPAL Fuels Inc.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, and the fair value of derivative instruments. Actual results could differ from those estimates.

The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

Accounting Pronouncements

In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions which states that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and therefore, is not considered in measuring fair value. The ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU requires an entity to disclose (i) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet (ii) the nature and remaining duration of the restriction and (iii) the circumstances that could cause a lapse in the restriction. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for public entities and fiscal year beginning December 15, 2024 for all other entities. The Company is currently evaluating the impact on its financial statements of adopting this standard.

In February 2016, the FASB issued Leases (Topic 842) requiring lessees to record the assets and liabilities for operating leases on the balance sheet. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. In April 2020, the FASB voted to defer the effective date for Leases for private companies and certain not-for-profit entities for one year. For companies filing under emerging growth company status and private not-for-profits, the leasing standard will be effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating all of its contracts and expects to record right-of-use assets and corresponding liabilities on its consolidated balance sheet as of December 31, 2022 for its vehicle leases and office lease.

Emerging Growth Company Status

We are an emerging growth company as defined in the JOBS Act. The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, we need only provide two fiscal years of audited financial statements instead of three, we have reduced disclosure obligations such as for executive compensation, and we are not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act regarding our internal control over financial reporting. Additionally, the JOBS Act has allowed us the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of September 30, 2022 and December 31, 2021

	September 30, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	25,286	$	39,314
Restricted cash - current ⁽¹⁾		41,419		—
Long-term assets:
Restricted cash held as collateral ⁽²⁾		4,655		2,740
Total cash, cash equivalents, and restricted cash	$	71,360	$	42,054

⁽¹⁾

Restricted cash - current primarily consists of (i) $20,100 held in escrow to secure the Company’s purchase obligations under the forward purchase agreement with Meteora (See Note.3 Business Combination for additional information). (ii) $5,800 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,778 relates to interest reserve on Sunoma Loan and (iv) $13,700 held in a restricted account for funding one of our RNG projects.

⁽²⁾	Restricted cash held as collateral represents the collateral requirements on our debt facilities.

Short term investments

The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The Short term investments of $146,936 consists of cash received upon closing of the Business Combination invested in money market accounts with maturities ranging between 1 and 12 months as of September 30, 2022. The amounts in these money market accounts are liquid and available for general use.

Transaction costs

Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination. These costs were initially capitalized as incurred and recorded as Deferred financing costs in the condensed consolidated balance sheet. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were recognized as an offset to additional paid-in capital within the condensed consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders’ equity. The Company incurred $8,299 in transaction costs consisting of legal and professional fees, which were recorded as an offset to additional paid-in capital.

Derivative warrant liabilities

The Company assumed publicly-traded warrants (the “Public Warrants”) and private warrants (the “Private Warrants”) upon the completion of the Business Combination. The Company accounts for warrants for shares of the Company’s stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheet. The warrants are remeasured at each balance sheet date and any change in fair value is recognized in the Company’s condensed consolidated statement of operations as part of change in fair value of derivative instruments, net.

Earnout Awards

In connection with the Business Combination and pursuant to a sponsor letter agreement, the Sponsor agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company’s Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The Earnout Awards were recognized at fair value on the Closing Date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company’s condensed consolidated statement of operations as part of change in fair value of derivative instruments, net.

Put option on forward purchase agreement

Prior to the closing of Business Combination, the Company entered into a forward purchase agreement with Meteora Capital Partners (“Meteora”) pursuant to which Meteora agreed to purchase 2,000,000 shares of Class A common stock from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to Meteora at the redemption price. The Company placed $20,040 in escrow at the closing of the Business Combination to secure its purchase obligation to repurchase these 2,000,000 shares at Meteora’s option for a price of $10.02 per share on the date that is six months after closing of the Business Combination. The cash plus earned interest is recorded as Restricted cash - current in the Company’s condensed consolidated balance sheet as of September 30, 2022. The put option written to Meteora on 2,000,000 shares of Class A common stock is recorded as a liability under Topic 480 Distinguishing Liabilities from Equity with the change in the fair market value recognized in the statement of operations as part of change in fair value of derivative instruments, net. See Note.3 Business Combination for additional information.

Redeemable non-controlling interests

Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest was created as a result of the Business Combination and represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations.

At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders’ equity. As of September 30, 2022, the Company recorded an adjustment of $1,160,723.

Net income (loss) per share

The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations. Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization.

The Company’s basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period.

The Company’s diluted earnings per share includes effects of the Company’s outstanding Redeemable non-controlling interests (OPAL Fuels Class B units), the put option a forward purchase agreement, redeemable preferred non-controlling interests, Sponsor Earnout Awards, OPAL Earnout Awards, Private Warrants and Public Warrants.

Accounts Receivable, Net

The Company’s allowance for doubtful accounts was $100 and $— at September 30, 2022 and December 31, 2021.

Asset Retirement Obligation

The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount are accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions.

As of September 30, 2022 and December 31, 2021, the Company estimated the value of its total asset retirement obligations to be $5,968 and $5,738, respectively.

The changes in the asset retirement obligations were as follows as of September 30, 2022:

	September 30, 2022
Balance, December 31, 2021	$	5,738
Addition		(5	)
Accretion expense		235
Total asset retirement obligation		5,968
Less: current portion		(1,586	)
Total asset retirement obligation, net of current portion	$	4,382

Revenue Recognition

The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and, electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel.

The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned.

The Company has agreements with two natural gas producers (“Producers”) to transport Producers’ natural gas using the Company’s RNG gathering system. The performance obligation is the delivery of Producers’ natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress.

The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as a current asset based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in inventory based on the fair value of RINs or LCFSs at contract commencement.

On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three and nine months ended September 30, 2022, the Company earned net revenues after discount and fees of $19,335 and $49,023, respectively under this contract which was recorded as part of Revenues - RNG fuel.

Sales of environmental attributes such as RINs, RECs, and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such environmental attributes at the time of the related RNG or renewable power sales when the contract provides that title to the environmental attributes transfers at the time of production, the Company’s price to the buyer is fixed, and collection of the sales proceeds occurs within 60 days after generation of the renewable power.

Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours (“MWhs”) produced at that site. This revenue is recognized when LFG is collected and renewable power is delivered.

The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented.

The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the “right to invoice” practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel.

The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer’s property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases, the Company has concluded these agreements meet the criteria for a lease and are classified as operating leases. Typically, these agreements do not require any minimum consumption amounts and, therefore, no minimum payments. Included in “RNG fuel” revenues are $856 and $1,906 related to the lease portion of these agreements for the three and nine months ended September 30, 2022. The lease revenues included in Revenues - RNG fuel for the three and nine months ended September 30, 2021 were $694 and $1,644, respectively. In addition, the Company has assessed all power purchase agreements (“PPAs”) and concluded that certain PPAs contain a lease element requiring lease accounting. Included in “Renewable power” revenues are $384 and $1,014 related to the lease element of these PPAs for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the lease revenues from the PPAs included in “Renewable power” revenues were $765 and $1,642, respectively.

Disaggregation of Revenue

The following table shows the disaggregation of revenue according to product line:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Renewable power sales	$	9,666	$	9,551	$	27,205	$	28,162
Third party construction		18,660		14,078		41,476		23,348
Service		3,480		3,670		11,910		11,674
Brown gas sales		12,430		1,611		23,398		7,836
Environmental credits		19,649		13,202		58,444		25,198
Parts sales		1,355		633		2,332		532
Operating agreements		—		707		893		2,433
Other		70		2,273		236		2,499
Total revenue from contracts with customers		65,310		45,725		165,894		101,682
Lease revenue		1,240		1,459		2,920		3,286
Total revenue	$	66,550	$	47,184	$	168,814	$	104,968

For the three and nine months ended September 30, 2022, 28% and 24.6%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. For the three and nine months ended September 30, 2021, approximately 29.8% and 22.2%, respectively, of revenue was recognized over time, and the remainder was for products and services transferred at a point in time.

Other income

The following table shows the items consisting of items recorded as Other income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reversal of contingent consideration on acquisition of non-controlling interest	$	4,365	$	—	$	4,365	$	—
Gain on redemption of Note receivable		1,943		—		1,943		—
Other income	$	6,308	$	—	$	6,308	$	—

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:

	September 30, 2022		December 31, 2021
Accounts receivable, net	$	36,660	$	25,391
Contract assets:
Cost and estimated earnings in excess of billings	$	12,514	$	5,989
Accounts receivable retainage, net		2,162		2,495
Contract assets total	$	14,676	$	8,484
Contract liabilities:
Billings in excess of costs and estimated earnings	$	6,750	$	9,785
Contract liabilities total	$	6,750	$	9,785

During the nine months ended September 30, 2022, the Company recognized revenue of $9,785 that was included in “Contract liabilities” at December 31, 2021. During the nine months ended September 30, 2021, the Company recognized revenue of $4,678 that was included in “Contract liabilities” at December 31, 2020.

RNG inventory

RNG inventory relates to storage of an equivalent amount of RNG production from our new RNG facilities during their RIN and LCFS certification period. It is sold to various customers at market prices upon obtaining RIN or LCFS certification. It is recorded at cost and adjusted to its net realizable value at each balance sheet date.

Backlog

The Company’s remaining performance obligations (“backlog”) represent the unrecognized revenue value of its contract commitments. The Company’s backlog may significantly vary each reporting period based on the timing of major new contract commitments. At September 30, 2022, the Company had a backlog of $36,311 which is anticipated to be recognized as revenue in the next 12 months.

Income Taxes

As a result of the Business Combination, the Company is the sole managing member of OPAL Fuels. OPAL Fuels is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by OPAL Fuels is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis, subject to applicable tax regulations.

The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting. For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes.

Significant Customers, Vendors and Concentration of Credit Risk

For the three and nine months ended September 30, 2022, two customers accounted for 49% and 45% of revenue, respectively. For the three and nine months ended 2021, two customers accounted for 18% and 30% of revenue, respectively. At September 30, 2022, two customers accounted for 38% of accounts receivable. At December 31, 2021, one customer accounted for 11%, of accounts receivable.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers.

As of September 30, 2022 one vendor, respectively accounted for 22% of the accounts payable. As of December 31, 2021, no vendors accounted for greater than 10% of the accounts payable.

Business Combination

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization Disclosure Abstract

Business Combination

3. Business Combination

On July 21, 2022, ArcLight filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ArcLight was domesticated and continued as a Delaware corporation (the “Domestication”). Pursuant to the Domestication, (i) each outstanding Class B ordinary share, par value $0.0001 per share of ArcLight was automatically converted, on a one-for-one basis, into a Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), of ArcLight; (ii) each issued and outstanding Class A ordinary share (including Class A ordinary shares resulting from the conversion of Class B ordinary shares into Class A ordinary shares) was automatically converted, on a one-for-one basis, into a share of the Company’s Class A common stock, par value $0.0001 per share; (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of ArcLight automatically converted into a warrant to acquire one share of the Company’s Class A common stock at an exercise price of $11.50 per share (“OPAL Warrant”); and (iv) each issued and outstanding unit of ArcLight that had not been previously separated into the underlying Class A ordinary shares of ArcLight and the underlying warrants of ArcLight upon the request of the holder thereof prior to the Domestication was cancelled and entitled the holder thereof to one share of the Company’s Class A common stock and one-half of one OPAL Warrant.

In connection with consummation of the Business Combination, the events summarized below, among others, occurred:

●

OPAL Fuels and its existing members caused OPAL Fuels’ existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B common units ( “Class B Units”) of OPAL Fuels. The Company accounts for these Class B units as Redeemable non-controlling interests in its condensed consolidated financial statements. Each Class B unit is paired with 1 non-economic share of Class D common stock issued by the Company.

● ArcLight (i) contributed to OPAL Fuels $138,850 in cash net of transaction expenses of $9.7 million, representing the sum of cash in the trust account after giving effect to the exercise of redemption rights by any Arclight shareholders plus the aggregate proceeds of the PIPE investment received and (ii) issued to OPAL Fuels 144,399,037 shares of Class D common stock of the Company, par value $0.0001 per share; (ii) issued 11,080,600 shares of the Company’s Class A common stock to the PIPE investors at $10.0 per share, par value $0.0001 per share and (iii) issued 3,059,533 shares of the Company’s Class A common stock to ARCC Beacon LLC (“Ares”);

● OPAL Fuels issued 25,671,390 Class A Units of OPAL Fuels to the Company; and

● The Company contributed to OPAL Fuels, and OPAL Fuels in turn distributed to pre-closing members of OPAL Fuels, 144,399,037 shares of Class D common stock, par value $0.0001 per share (such shares of Class D common stock do not have any economic value but entitle the holder thereof to five votes per share).

Pursuant to a forward share purchase agreement (the “Forward Purchase Agreement”) entered into between ArcLight and Meteora and its affiliates (collectively, “Meteora”), prior to the closing of the Business Combination Meteora purchased 2,000,000 Class A common stock of ArcLight from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to Meteora at the redemption price, resulting in Meteora holding a total of 2,000,000 Class A common stock, which Meteora agreed not to redeem in connection with the Business Combination. Additionally, ArcLight placed $20,040 in escrow at the closing of the Business Combination to secure its purchase obligation to repurchase these 2,000,000 shares at Meteora’s option for a price of $10.02 per share on the date that is six months after closing of the Business Combination. The cash plus earned interest is recorded as Restricted cash - current in the Company’s condensed consolidated balance sheet as of September 30, 2022. The put option written to Meteora on 2,000,000 shares of Class A common stock is recorded as a liability under Topic 480 Distinguishing Liabilities from Equity with the change in the fair market value recognized in the statement of operations. As of September 30, 2022, Meteora sold 340,000 shares. The fair value of the put option for the remaining 1,700,000 as of September 30, 2022 was estimated at $4,200. For the three and nine months ended September 30, 2022, the Company recorded a gain of $384 as change in fair value of derivative instruments, net in its Condensed Consolidated Statement of Operations.

Pursuant to the terms of the Sponsor Letter Agreement entered into on December 2, 2021 among ArcLight, ArcLight CTC Holdings II, L.P. (“Sponsor”), OPAL Fuels and certain other persons concurrently with the execution of the Business Combination Agreement (the “Sponsor Letter Agreement”), the Sponsor agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company’s Class A common stock sustained over a period of 60 months following the closing (“Sponsor Earnout Awards”). The Company accounted for the potential earnout shares as a liability at fair value with the change in the fair market value recognized in the statement of operations. The Sponsor Earnout Awards were classified as liability as their settlement terms contained certain variables that precluded them from being considered index to the Company’s common stock under the “fixed-for-fixed” requirement per ASC 815 Derivatives and Hedging. The fair value of Sponsor Earnout Awards as of September 30, 2022 was estimated at $4,600. For the three and nine months ended September 30, 2022, the Company recorded a gain of $1,100 as change in fair value of derivative instruments, net in its condensed consolidated statement of operations.

Effective immediately after the closing, and upon the date on which the Company’s annual adjusted EBITDA for the calendar year 2023 exceeds $238,000, (i) the Company will issue to OPAL Fuels equity holders (the “Earnout Participants”) an aggregate of 5,000,000 shares of the Company’s Class B common stock and Class D common stock and corresponding OPAL Fuels Common Units in accordance with the allocations set forth in the Business Combination Agreement. Additionally, upon the date on which the Company’s annual adjusted EBITDA for the calendar year 2024 exceeds $446,000, (i) the Company will issue to the Earnout Participants an aggregate of 5,000,000 additional shares of the Company’s Class B common stock and Class D common stock and corresponding OPAL Fuels Common Units in accordance with the allocations set forth in the Business Combination Agreement (“OPAL Earnout Awards”). OPAL Earnout Awards were classified as a liability under Topic 480 Distinguishing Liabilities from Equity because they are considered indexed to an obligation to repurchase shares by delivering cash or other assets as a result of certain settlement provisions. The fair value of OPAL Earnout Awards as of September 30, 2022 was estimated at $34,900. For the three and nine months ended September 30, 2022, the Company recorded a gain of $5,300 as change in fair value of derivative instruments,net in its condensed consolidated statements of operations.

Upon the completion of the business combination, the Company assumed the Public Warrants and Private Warrants. As of September 30, 2022, the Company had 6,223,261 and 9,223,261 Public Warrants and Private Warrants outstanding, respectively.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The fair value of the Public Warrants as of September 30, 2022 was estimated at $9,024. For the three and nine months ended September 30, 2022, the Company recorded an expense of $3,578 as change in fair value of derivative instruments, net in its condensed consolidated statements of operations.

The Private Warrants are identical to the Public Warrants underlying the units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The fair value of the Private Warrants as of September 30, 2022 was estimated at $13,388. For the three and nine months ended September 30, 2022, the Company recorded an expense of $5,309 as change in fair value of derivative instruments, net in its condensed consolidated statements of operations.

Redemption of warrants for cash when the price per Class A common stock price equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants for Class A common stock when the price per share of Class A common stock equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;

●

if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

●

if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment).

The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2022:

Cash proceeds from Arclight, net of redemptions	$	17,775
Cash proceeds from PIPE investors		110,806
Cash in escrow account for the Forward Purchase Agreement		20,040
Less: transaction costs and under writing fees paid ⁽¹⁾		(9,771	)
Cash acquired from Business Combination		138,850
Less: warrant liabilities		(13,524	)
Less: earnout liabilities		(45,900	)
Less: put option with Meteora		(4,600	)
Less: Deferred financing costs recorded in additional paid-in-capital ⁽²⁾		(6,569	)
Net cash from Business Combination recorded in Stockholders’ equity	$	68,257

⁽¹⁾	Includes $8,041 of Sponsor specific transaction costs paid at closing.

⁽²⁾	Excludes $1,730 of transaction costs paid at closing and recorded on OPAL Fuels’ condensed consolidated balance sheet prior to closing.

The total number of shares of the Company’s Class A common stock outstanding immediately following the closing of the Business Combination was 25,671,390, consisting of the following:

	Shares
Class A - Public stockholders		1,752,181
Class A - Sponsor shares ⁽¹⁾		7,779,076
Class A - PIPE investors		11,080,600
Class A - Forward Purchase Agreement		2,000,000
Class A - Ares		3,059,533
		25,671,390
Class D - Opal Fuels equity holders		144,399,037
Total shares issued upon closing of Business Combination		170,070,427

⁽¹⁾

Includes 763,908 Sponsor Earnout Awards subject to vesting and forfeiture conditions.

The Company incurred $8,299 in transaction costs relating to the Business Combination which were recorded as an offset to additional paid-in capital in the condensed consolidated Statements of Changes in Redeemable preferred units and Stockholders’ equity.

Investment in Other Entities

9 Months Ended

Sep. 30, 2022

Investment in Other Entities Disclosure [Abstract]

Investment in Other Entities

4. Investment in Other Entities

The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company’s investments in these nonconsolidated affiliates are reflected in the Company’s condensed consolidated balance sheets under the equity method, and the Company’s proportionate net (loss) income, if any, is included in the Company’s condensed consolidated statements of operations as (loss) income from equity method investments.

Our equity method investments were as follows as of September 30, 2022 and December 31, 2021:

				Carrying Value
	Percentage of ownership			September 30, 2022		December 31, 2021
Pine Bend		50.0	%	$	20,730	$	21,188
Noble Road		50.0	%		24,053		24,516
GREP		20.0	%		3,925		1,446
Total investment in other entities				$	48,708	$	47,150

Note receivable

In August 2021, the Company acquired 100% ownership interest in Reynolds which held a note receivable of $10,450 to Biotown. The Note receivable had a maturity date of July 15, 2027 and carried an interest rate of 12.5% of which 8% is payable in cash on a quarterly basis from the inception of the loan and 4.5% payment-in-kind interest adding to the outstanding debt balance until the facility becomes operational.

On July 15, 2022, Biotown repaid the total amount outstanding under the Note receivable including paid-in-kind interest and prepayment penalty. The total proceeds received were $11,555 which included $701 paid-in-kind interest accrued from August 2021 to July 15, 2022 and $545 of prepayment penalty. The paid-in-kind interest income accrued during the year ended December 31, 2021 of $288 is shown as cash flow from operations. The Company recorded a gain on repayment of $1,943 as part of Other income in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022.

The Company recorded $95 and $841 as a reduction to interest and financing expense, net in its condensed consolidated statement of operations for the three and nine months ended September 30, 2022, respectively.

The Note receivable also entitles Reynolds to receive 4.25% of any revenue-based distributions made up to a maximum of $4,500 over the term of the debt. The Company recorded the fair value of the Note receivable — variable fee component of $1,538 as an allocation of the initial investment balance of $10,450 and recorded payment-in-kind interest income of $73 and $136 as a reduction to interest and financing expense, net in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022, respectively.

The Note receivable - variable fee component of $1,865 and $1,656 is recorded as a long-term asset on its condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

The following table summarizes the net income from equity method investments:

	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Revenue ⁽¹⁾	$	42,158	$	—	$	47,247	$	14,181
Gross profit		33,053		—		34,665		6,459
Net income		31,356		—		29,615		5,400
				—
Net income from equity method investments ⁽²⁾	$	3,694	$	—	$	3,658	$	2,392

⁽¹⁾	Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the three and nine months ended September 30, 2022.

⁽²⁾	Net income from equity method investments represents our portion of the net income from equity method investments in Pine Bend, Noble Road and GREP for the three and nine months ended September 30, 2022 and Beacon for the three and nine months ended September 30, 2021.

Property, Plant, and Equipment, Net

9 Months Ended

Sep. 30, 2022

Property, Plant, and Equipment, Net [Abstract]

Property, Plant, and Equipment, Net

5. Property, Plant, and Equipment, Net

Property, plant, and equipment, net, consisted of the following as of September 30, 2022 and December 31, 2021:

	September 30, 2022			December 31, 2021
Plant and equipment	$	203,382		$	161,387
CNG/RNG fueling stations		34,494			27,892
Construction in progress		102,205			62,616
Buildings		2,585			2,544
Land		1,303			1,303
Service equipment		1,692			1,521
Leasehold improvements		815			815
Vehicles		313			407
Office furniture and equipment		307			302
Computer software		277			277
Other		458			416
		347,831			259,480
Less: accumulated depreciation		(97,476	)		(89,710	)
Property, plant, and equipment, net	$	250,355		$	169,770

As of September 30, 2022, there has been an increase in property, plant and equipment as a result of an increase in the construction of RNG generation facilities including, but not limited to Emerald, Sapphire, and Central Valley RNG dispensing facilities. The majority of these facilities, for which costs are in construction in progress as of September 30, 2022, are expected to be operational during the fourth quarter of 2023 and early 2024.

Depreciation expense on property, plant, and equipment for the nine months ended September 30, 2022 and September 30, 2021 was $8,986 and $6,163, respectively.

Intangible Assets, Net

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

6. Intangible Assets, Net

Intangible assets, net, consisted of the following at September 30, 2022 and December 31, 2021:

	September 30, 2022
	Cost		Accumulated Amortization			Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,436	)	$	1,563		18.1
Transmission/distribution interconnection		1,600		(945	)		655		15.1
CNG sales contract		807		(779	)		28		10.0
Intellectual property		43		(23	)		20		5.0
Total intangible assets	$	11,449	$	(9,183	)	$	2,266

	December 31, 2021
	Cost		Accumulated Amortization			Intangible Assets, Net		Weighted Average Amortization Period (years)
Power purchase agreements	$	8,999	$	(6,986	)	$	2,013		18.1
Transmission/distribution interconnection		1,600		(865	)		735		15.1
CNG sales contract		807		(719	)		88		10.0
Intellectual property		43		(18	)		25		5.0
Total intangible assets	$	11,449	$	(8,588	)	$	2,861

The transmission/distribution interconnection represents an interconnector for one of the Company’s LFG recovery facilities. The interconnection construction was initially funded by a municipality. The Company is scheduled to repay the costs of this construction through April 1, 2023. The remaining liability of $121 under the Municipality loan is shown as part of current liabilities on its condensed consolidated balance sheet as of September 30, 2022. Please see Note 8. Borrowings, for additional information.

Amortization expense for the nine months ended September 30, 2022 and 2021 was $595 and $346, respectively. At September 30, 2022, estimated future amortization expense for intangible assets is as follows:

Three months ended December 31, 2022	$	198
Fiscal year:
2023		465
2024		275
2025		266
2026		238
Thereafter		824
	$	2,266

Goodwill

9 Months Ended

Sep. 30, 2022

Goodwill

7. Goodwill

The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period:

	RNG Fuel		Fuel Station Services		Total
Balance at December 31, 2021	$	51,155	$	3,453	$	54,608
Balance at September 30, 2022	$	51,155	$	3,453	$	54,608

Borrowings

9 Months Ended

Sep. 30, 2022

Borrowings [Abstract]

Borrowings

8. Borrowings

The following table summarizes the borrowings under the various debt facilities as of September 30, 2022 and December 31, 2021:

	September 30, 2022			December 31, 2021
Senior Secured Credit Facility, term loan	$	70,179		$	73,869
Less: unamortized debt issuance costs		—			(724	)
Less: current portion		(70,179	)		(73,145	)
Senior Secured Credit Facility, term loan, net of debt issuance costs		—			—
Senior Secured Credit Facility, working capital facility		7,500			7,500
Less: current portion		(7,500	)		(7,500	)
Senior Secured Credit Facility, working capital facility		—			—
OPAL Term Loan		91,223			75,000
Less: unamortized debt issuance costs		(1,975	)		(2,485	)
Less: current portion		(28,432	)		(13,425	)
OPAL Term Loan, net of debt issuance costs		60,816			59,090
Sunoma Loan		23,000			17,524
Less: unamortized debt issuance costs		(920	)		(569	)
Less: current portion		—			(756	)
Sunoma Loan, net of debt issuance costs		22,080			16,199
Convertible Note Payable		27,964			58,710
Less: current portion		(27,964	)		—
Convertible Note Payable		—			58,710
Municipality Loan		121			278
Less: current portion		(121	)		(194	)
Municipality Loan		—			84
Non-current borrowings total	$	82,896		$	134,083

As of September 30, 2022, principal maturities of debt are expected as follows, excluding any subsequent refinancing transactions and any undrawn debt facilities as of the date of the condensed consolidated balance sheets:

	Senior Secured Credit Facility		OPAL Term Loan		Sunoma Loan		Convertible Note Payable ⁽¹⁾		Municipality Loan		Total
Three months ending December 31, 2022	$	77,679	$	7,633			$	27,964	$	55	$	113,331
Fiscal year:
2023		—		27,732		953		—		66		28,751
2024		—		27,732		3,812		—		—		31,544
2025		—		28,126		3,812		—		—		31,938
2026		—		—		3,801				—		3,801
2027		—		—		10,622		—		—		10,622
	$	77,679	$	91,223	$	23,000	$	27,964	$	121	$	219,987

⁽¹⁾	The Convertible Note Payable is redeemable on demand at the option of the Company or the lender.

Senior Secured Credit Facility

On September 21, 2015, FM3, an indirect wholly-owned subsidiary of the Company, entered into a senior secured credit facility (the “Senior Secured Credit Facility”) as a borrower and a syndicate of lenders, which provides for an aggregate principal amount of $150,000, consisting of (i) a term loan of $125,000 ( “Term Loan Facility”) and a (ii) working capital letter of credit facility (the “Working Capital Facility”) of up to $19,000 and a (iii) debt service reserve and liquidity facility of up to $6,000. The Company paid $14,300 to the lenders in connection with the transaction. As of September 30, 2022 and December 31, 2021, $70,179 and $73,869, respectively, was outstanding under the Senior Secured Credit Facility- term loan.

The borrowings under the Senior Secured Credit Facility bear an interest rate of a fixed margin plus LIBOR for the relevant interest period. The fixed margin is 2.75% for the first four years, then 3.0% until October 8, 2021, and 3.25% thereafter. Pursuant to the terms of the facility, FM3 is required to repay 1.0% of the outstanding debt under the Term Loan Facility amounting to $125,000 on a quarterly basis which is then adjusted based on available cash and a target debt balance that declines each quarter. The Working Capital Facility contains a provision whereby the Company is obligated to reduce the amount borrowed to $7,500 or less for a period of ten days consecutive business days annually. As of both September 30, 2022 and December 31, 2021, the total amount outstanding under the Working Capital Facility was $7,500. Additionally, the Company pays commitment fee of 0.75% on the unused portion of the facility.

On October 8, 2021, the Company entered into the Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) which extended the maturity date of the credit facility that supports the Renewable Power business to December 20, 2022. In addition, the minimum required debt service coverage ratio was reduced from 1.1 to 1.0 and the calculation of the Cash Flows Available for Debt Service was amended to exclude the proceeds of working capital loans deposited into the operating account going forward. Additionally, the Company is not allowed to make any distributions or restricted payments. In exchange for these accommodations, the Company agreed to repay $5,182 as a permanent reduction of the Working Capital Facility and to increase the interest rate on the credit facility by 25 basis points.

At September 30, 2022 and December 31, 2021, FM3 had outstanding letters of credit that support obligations of the Company and its subsidiaries of $7,971 and $7,823, respectively. The Senior Secured Credit Facility is collateralized by substantially all the assets of FM3 and assignment of FM3’s rights, title, and interests in purchase and sale agreements and LFG rights agreements.

The Senior Secured Credit Facility contains certain warranties and financial covenants including but not limited to debt service coverage ratio to not be less than 1.0 and restrictions on distributions and additional indebtedness. The lenders only have recourse to the assets of FM3. For the nine months ended September 30, 2022, FM3 was in compliance with all debt covenants.

Patronage dividends

The Company is eligible to receive annual patronage dividends from one of its lenders, Cobank ACB under a profit sharing program made available to the borrowers. For the nine months ended September 30, 2022 and 2021, the Company received cash dividends of $126 and $139, respectively, which were recorded as credits to interest expense in its condensed consolidated statements of operations. Additionally, the Company recorded $489 as a long-term asset on its condensed consolidated balance sheets at September 30, 2022 and December 31, 2021, which represents the Company’s equity interest in Cobank SCB which will be redeemed for cash beginning in 2024.

OPAL Term Loan

On October 22, 2021, OPAL Fuels Intermediate Holding Company LLC (“OPAL Intermediate Holdco”), an indirect wholly-owned subsidiary of the Company, entered into a $125,000 term loan agreement (the “OPAL Term Loan”) with a syndicate of lenders. Of the $125,000, the Company had $90,000 available for borrowing upon closing and the remaining $35,000 to be made available as three more RNG facilities become operational. The OPAL Term Loan is secured by a pledge in the equity interest of Beacon Holdco LLC, OPAL Environmental Credit Marketing LLC, OPAL Fuel Station Services LLC (f/k/a Trustar Energy LLC), and OPAL Fuels Services LLC along with cash bank accounts and a security interest in the Company’s environmental credits. A portion of the proceeds of the OPAL Term Loan were used to pay off the outstanding balance under the TruStar revolver credit facility in October 2021 and the remainder will be used for general corporate purposes, including investments in RNG projects being developed by the Company.

Pursuant to the OPAL Term Loan, the Company borrowed $75,000 in October 2021 and an another $15,000 in February 2022 pursuant to an amendment allowing the Company to drawdown later than the original commitment date.

On September 29, 2022, OPAL Intermediate Holdco entered into Amendment No. 3 to the OPAL Term Loan (“Amendment No. 3”) that (a) extended the availability period from (i) September 30, 2022 to October 31, 2022 for the borrowing under the Term A-2 Commitments of up to an aggregate of $25 million in Term A-2 Loans, and (ii) March 31, 2023 for the borrowing under the Term A-2 Commitments of a single final borrowing of Term A-2 Loans not to exceed $10 million and (b) amended the principal repayment amortization schedule.

During the third quarter of 2022, one of the RNG projects went operational and the Company borrowed $12,500 under the OPAL Term Loan. In October 2022, the Company borrowed an additional $12,500 with an additional commitment of $10,000 remaining under this debt facility.

The OPAL Term Loan matures April 22, 2025 and bears interest at 3.0% plus SOFR. In accordance to the terms of the facility, OPAL Intermediate Holdco is required to repay 1.79% or $1,611 per month beginning March 2022 and an additional $700 per month beginning September 2022.

The OPAL Term Loan contains customary warranties and representations and certain financial covenants which require OPAL Intermediate Holdco to maintain (i) minimum liquidity of $15,000 until March 31, 2022 and $10,000 thereafter and (ii) a leverage ratio not to exceed 4:1. As of September 30, 2022, the Company is in compliance with the financial covenants under the OPAL Term Loan. Additionally, the OPAL Term Loan contains restrictions on distributions and additional indebtedness.

Sunoma Loan

On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the “Sunoma Loan Agreement”) with Live Oak Banking Company for an aggregate principal amount of $20,000. Sunoma paid $635 as financing fees. The loan bears interest at the greater of prime rate plus 3.50%, or 7.75%. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma.

The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) maximum debt to net worth ratio not to exceed 5:1 (ii) a minimum current ratio not be less than 1.0 and (iii) minimum debt service coverage ratio of trailing four quarters not be less than 1.25. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20,000 to $23,000.

The borrowings under the Sunoma Loan Agreement bear interest at a rate of 7.68% and have a maturity date of July 19, 2033. The Company is required to pay a quarterly amortization of principal of $954 beginning in October 2023. The Company paid $3,482 into interest and debt reserve accounts. This cash is recorded as Restricted cash under long term assets in the Condensed Consolidated Balance Sheet as of September 30, 2022.

The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as September 30, 2022 and December 31, 2021. See Note 13. Variable Interest Entities for additional information.

Convertible Note Payable

On May 1, 2021, the Company acquired the remaining ownership interests in Beacon and signed an unsecured, contingently convertible note (the “Convertible Note”) with Ares for a total aggregate amount for $50,000 at an interest rate of 8.00% per annum. The Company has the option to pay interest on the Convertible Note in cash on a quarterly basis or payment-in-kind. The Company chose the option of payment-in-kind interest.

The Convertible Note Payable matures earlier of December 31, 2026 or the date on which a change in control occurs as defined in the terms of the Convertible Note. Upon the consummation of the Business Combination, Ares was permitted to choose to convert the total amount outstanding under the Convertible Note to shares of Class A common stock based on a pre-determined conversion formula. Upon completion of the Business Combination in July 2022, Ares elected to convert 50% of the outstanding amount under the Convertible Note to shares of Class A common stock. Therefore the Company issued 3,059,533 shares of Class A common stock and redeemed outstanding debt of $30,595.

The Company elected to account for the Convertible Note using the fair value option in accordance with ASC 820, Fair Value Measurement, on May 1, 2021, which was determined to be $55,410. The fair value was subsequently remeasured on each reporting date and the change in fair value recorded as interest expense in the condensed consolidated statement of operations for each reporting period. At September 30, 2022, the Convertible Note was classified as a current liability in the condensed consolidated balance sheet at a fair value of 27,964 as it is redeemable on demand by the Company or Ares. At December 31,2021, the Convertible Note was classified as a non-current liability in the condensed consolidated balance sheet at a fair value of $58,710.

The Company recorded $(2,261) and $(151) as change in fair value of Convertible Note for the three and nine months ended September 30, 2022, respectively as interest and financing expense, net. Upon completion of the Business Combination, the Convertible Note no longer provided for the 10% prepayment penalty. Therefore, the change in fair value for the three months ended September 30, 2022 was ($2,906). The Company recorded $1,362 and $2,250 as payment-in-kind interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2021, respectively.

Municipality loan

FM3, an indirect wholly-owned subsidiary of the Company, entered into a loan agreement for the construction of an interconnection that was initially funded by the municipality. The Company is scheduled to make payments to a municipality in the amount of $1,600 plus interest at a fixed annual rate of 3.00% through April 1, 2023. At September 30, 2022 and December 31, 2021, $121 and $278, respectively, were outstanding on the loan.

OPAL Term Loan II

On August 4, 2022, OPAL Fuels Intermediate Holdco 2 LLC (“OPAL Intermediate Holdco 2”), an indirect wholly-owned subsidiary the Company, entered into a new Senior Secured Credit Facility (the “OPAL Term Loan II”) with a syndicate of lenders. The indebtedness is guaranteed by certain of the direct and indirect subsidiaries of OPAL Intermediate Holdco 2. The OPAL Term Loan II provides for an approximately two year delayed term loan facility (the “DDTL Facility”) of up to a maximum aggregate principal amount of $100,000 and debt service reserve facility (the “DSR Facility”) of up to a maximum aggregate principal amount of $5,000. The proceeds of the DDTL Facility are to be used to fund a portion of the construction of the RNG projects owned, either in full or through a joint venture with a third party, by the subsidiary guarantors and the proceeds of the DSR Facility are to be used solely to satisfy the balance to be maintained in the debt service reserve account. In connection with the transaction, the Company paid $2,200 as financing fees to the lenders and incurred $1,322 as third party fees. The transaction costs have been recorded as Deferred financing costs on the condensed consolidated balance sheet as of September 30, 2022.

The borrowings under the OPAL Term Loan II will bear interest at the benchmark rate of adjusted Term SOFR plus (i) for the period from closing to the earlier of the date of conversion of the construction loan to a term loan (the “Conversion Date”) or September 30, 2024, a spread of 3.5%, and (ii) thereafter a spread of 3.75%. Accrued interest on amounts outstanding under the DDTL Facility must be paid on the last day of each applicable interest period. The outstanding principal amount of the DDTL Facility is subject to quarterly amortization payments commencing September 30, 2024 equal to 2.5% of the aggregate principal amount of the outstanding term loan balance as of the Conversion Date, subject to adjustment based on certain mandatory prepayments, with the balance due at maturity. The DSR Facility is due at maturity. The OPAL Term Loan II matures on August 4, 2027.

At September 30, 2022, there was no principal amount outstanding under the OPAL Term Loan II.

TruStar revolver credit facility

On September 27, 2021, TruStar, an indirect wholly-owned subsidiary of the Company, renewed its existing revolving credit arrangement (the “TruStar revolver credit facility”) with JP Morgan Chase Bank, N.A., for an aggregate amount of $10,000. The amounts outstanding under this credit facility had an interest rate of 1.00% plus one month LIBOR. In the fourth quarter of 2021, the outstanding balance under this credit facility was fully repaid and the revolving credit facility was cancelled.

Interest rates

2022

For the three and nine months ended September 30, 2022, the weighted average effective interest rate including amortization of debt issuance costs on Senior Secured Credit Facility was 6.8% and 5.40% including a margin plus LIBOR.

For the three and nine months ended September 30, 2022, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 6.4% and 5.20%.

For the three and nine months ended September 30, 2022, the interest rate on Sunoma Loan was 7.81% and 9.00%.

For the three and nine months ended September 30, 2022, the payment-in-kind interest rate on Convertible Note Payable was 8.00%.

For the three and nine months ended September 30, 2022, the weighted average interest rate on Municipality loan was 3.00%.

2021

For the three and nine months ended September 30, 2021, the interest rate on Senior Secured Credit Facility ranged between 3.14% and 3.26% including a margin plus LIBOR and commitment fees of 0.75% on unused portion of the Working capital facility.

For the nine months ended September 30, 2021, the interest rate on TruStar revolver credit facility was 1.52%.

For the three and nine months ended September 30, 2021, the payment-in-kind interest rate on Convertible Note Payable was 8.0%. The change in fair value of the Note recorded as interest expense between May 1, 2021 and September 30, 2021 was $2,250.

For the three and nine months ended September 30, 2021, the weighted average interest rate on Municipality loan was 3.0%.

The following table summarizes the Company’s total interest expense for the three and nine months ended September 30, 2022 and 2021:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Senior Secured Credit Facility	$	1,100		$	716		$	2,540		$	2,050
Municipality loan		1			2			3			7
TruStar revolver credit facility		—			168			—			502
Convertible Note Payable mark-to-market ⁽¹⁾		(2,261	)		1,362			(151	)		2,250
Sunoma Loan⁽²⁾		424			—			1,335			—
OPAL Term Loan		1,107			—			2,850			—
Commitment fees and other finance fees		401			99			605			378
Amortization of deferred financing cost		616			201			1,514			678
Interest income on loan receivable		(612	)		(194	)		(1,512	)		(206	)
Total interest expense	$	776		$	2,354		$	7,184		$	5,659

⁽¹⁾

The mark-to-market on the Convertible Note Payable is negative for the three and nine months ended September 30, 2022 as the prepayment penalty is no longer applicable upon completion of the Business Combination. The change in fair value of the Convertible Note Payable recorded for the three months ended September 30, 2022 was $2,906.

⁽²⁾	The interest on Sunoma Loan was capitalized during the construction phase of the RNG facility. Sunoma became operational in December 2021. Therefore, the interest for the three and nine months ended September 30, 2022 has been expensed.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Derivative Financial Instruments and Fair Value Measurements [Abstract]

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

9. Leases

During 2018, the Company renewed a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March, 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. In addition, the Company maintains a fleet of vehicles under lease with terms ranging from 48 to 60 months and with lease expiration dates ranging from April 2021 to June 2026.

Future minimum lease payments are as follows:

Three months ending December 31, 2022	$	228
Fiscal year:
2023		987
2024		937
2025		852
2026		183
	$	3,187

The Company incurred rent expense of $359 and $1,050 for the three and nine months ended September 30, 2022, respectively. The Company incurred rent expense of $201 and $604 for the three and nine months ended September 30, 2021,respectively.

Derivative Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Derivative Financial Instruments and Fair Value Measurements

10. Derivative Financial Instruments and Fair Value Measurements

Interest rate swaps

In connection with our entry into the Senior Secured Credit Facility, the Company entered into certain interest rate swap agreements. These transactions involved the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. The average annual fixed rate ranged from 2.38% in 2020 to 2.50% in 2022. The Company has accounted for these instruments as economic hedges and has included changes in their fair market value in the condensed consolidated statements of operations. The swaps expired in September 2022 as the facility is scheduled to be repaid in December 2022.

During August 2022, the Company entered into two interest rate swaps for the notional amount of $61,926 of OPAL Term Loan II at a fixed interest rate of 2.47% to hedge the SOFR-based floating interest rate. On August 16, 2022, the Company entered into a swaption for a notional amount of $13,074 with fixed rate of 2.32% with a maturity date of December 30, 2022. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the condensed consolidated statement of operations.

The two interest rate swaps were designated and qualified as cash flow hedges. The Company uses interest rate swaps for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company’s debt from a floating to a fixed rate. The interest rate swap is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the interest rate swap and the prevailing market interest rates. The Company may terminate the interest rate swaps prior to their expiration dates, at which point a realized gain or loss may be recognized, or may be amortized over the original life of the interest rate swap if the hedged debt remains outstanding. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap.

The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income. No portion of the cash flow hedges were ineffective during the three and nine months ended September 30, 2022.

The following table summarizes the interest rate swaps in place as of September 30, 2022 and December 31, 2021:

Interest rate swap detail						Notional Amount
Trade date	Fixed rate			Start date	End date	September 30, 2022		December 31, 2021

August 15, 2022		2.47	%	June 28, 2024	August 4, 2027	$	41,284		—
August 15, 2022		2.47	%	June 28, 2024	August 4, 2027		20,642		—
						$	61,926	$	—

The location and amounts of derivatives fair values in the condensed consolidated balance sheets are:

	September 30, 2022			December 31, 2021			Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	246		$	—		Derivative financial assets, current portion
Current portion of interest swaps		(38	)		(992	)	Derivative financial liability, current portion
Derivatives designated as cash flow hedges:
Current portion of the interest rate swaps		1,189			—		Derivative financial assets, current portion
	$	1,397		$	(992	)

The effect of derivative instruments on the condensed consolidated statement of operations were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,						Location of (Loss) Gain Recognized in Operations from
	2022			2021			2022			2021			Derivatives
Interest rate swaps	$	1,580		$	2,122		$	954		$	1,269
Swaption		246			—			246			—
Net periodic settlements		(1,631	)		(2,149	)		(677	)		(1,279	)
	$	195		$	(27	)	$	523		$	(10	)	Change in fair value of derivative instruments, net

The Company may be exposed to credit risk on any of the derivative financial instruments that are in an asset position. Credit risk relates to the risk of loss that the Company would incur because of nonperformance by counterparties pursuant to the terms of their contractual obligations. To mitigate this risk, management monitors counterparty credit exposure on an annual basis and enters into these arrangements with large financial institutions. The necessary credit adjustments have been reflected in the fair value of financial derivative instruments. There are no credit-risk-related contingent features that could be triggered in derivative financial instruments that are in a liability position.

The Company enters into interest rate swap contracts with counterparties that allow for net settlement of derivative assets and derivative liabilities. The Company has made an accounting policy election to offset recognized amounts relating to these interest swaps within the condensed consolidated balance sheets.

The following table summarizes the fair value of derivative instruments on the Company’s condensed consolidated balance sheets and the effect of netting arrangements and collateral on its financial position:

	Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets/(Liabilities) in the Balance Sheet
Balance, September 30, 2022:
Interest rate swap asset	$	1,189		$	—	$	1,189
Swaption asset		246			—		246
	$	1,435		$	—	$	1,435
Balance, December 31, 2021:
Interest rate swap liability	$	(992	)	$	—	$	(992	)

There were no collateral balances with counterparties outstanding as of the period-end dates.

Commodity swap contracts

The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity. The Company does not apply hedge accounting to these contracts. As such, unrealized and realized gain (loss) is recognized as a component of Renewable Power revenues in the condensed consolidated statement of operations and Derivative financial asset — current and non-current in the condensed consolidated balance sheets. These are considered to be Level 2 instruments in the fair value hierarchy. By using commodity swaps, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counter party to perform under the terms of the swap contract. When the fair value of the swap contract is positive, the counter party owes the Company creating a credit risk. The Company manages the credit risk by entering into contracts with financially sound counter parties. To mitigate this risk, management monitors counterparty credit exposure on an annual basis, and the necessary credit adjustments have been reflected in the fair value of financial derivative instruments. When the fair value of the swap contract is negative, the Company owes the counterparty creating a market risk that the market price is higher than the contract price resulting in the Company not participating in the opportunity to earn higher revenues.

In December 2018, the Company signed an amendment that converted an existing PPA into a commodity swap contract to allow the Company flexibility to sell the capacity separately and schedule the sale of electricity to independent third parties. Following the amendment, the Company agreed to net settle the contract in cash on a monthly basis based on the difference between the contract price and market price. The contract has a default minimum of 34,554 MWh per year. Additionally, the Company entered into an ISDA agreement with a counterparty in November 2019. Pursuant to the agreement, the Company entered into swaps with contract prices ranging between $35.75 and $51.25 per MWh.

The following table summarizes the commodity swaps in place as of September 30, 2022 and December 31, 2021. There were no new commodity swap contracts entered during the nine months ended September 30, 2022.

Trade Date

Period From

Period To

Notional Quantity per Year (“MWh”)

Average Contract Price (per MWh)

December 14, 2018

January 1, 2019

September 30, 2022

34,554

66.12

October 28, 2021

November 1, 2021

December 31, 2022

30,660

48.75

December 27, 2021

January 1, 2022

December 31, 2022

26,280

50.75

The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021:

Derivatives not designated	Location of (loss) gain	Three Months Ended September 30,						Nine Months Ended September 30,
as hedging instruments	recognized	2022			2021			2022			2021
Commodity swaps - realized loss	Revenues - Renewable power	$	(744	)	$	(328	)	$	(931	)	$	169
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power		161			(895	)		(775	)		(2,824	)
Total realized and unrealized gain (loss)	Revenues - Renewable power	$	(583	)	$	(1,223	)	$	(1,706	)	$	(2,655	)

The following table summarizes the derivative assets and liabilities related to commodity swaps as of September 30, 2022 and December 31, 2021

	Fair Value					Location of Fair value
	September 30, 2022			December 31, 2021		recognized in Balance Sheet
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	—		$	382	Derivative financial asset, current portion
Current portion of unrealized loss on commodity swaps	$	(394	)	$	—	Derivative financial liability, current portion

Other derivative liabilities

On July 21, 2022, the Company recorded derivative liabilities for the outstanding Public Warrants and Private Warrants, put option to Meteora, the Sponsor Earnout Awards and the OPAL Earnout Awards. Please see Note 3, Business Combination for additional information. The change in fair value on these derivative instruments in recorded as change in fair value of derivative instruments, net in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022.

The following table summarizes the effect of change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021:

Derivative liability	Three Months Ended September 30,					Nine Months Ended September 30,					Location of (Loss) Gain Recognized in Operations from
	2022			2021		2022			2021		Derivatives

Put option to Meteora	$	384		$	—	$	384		$	—
Sponsor Earnout Awards		1,100			—		1,100			—
OPAL Earnout Awards		5,300			—		5,300			—
Public Warrants		(3,578	)		—		(3,578	)		—
Private Warrants		(5,309	)		—		(5,309	)		—
	$	(2,103	)	$	—	$	(2,103	)	$	—	Change in fair value of derivative instruments, net

Fair value measurements

The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities.

The carrying value of the Company’s long-term debt of $82,896 and $134,083 as of September 30, 2022 and December 31, 2021, respectively, represents the total amount to be repaid if the debt has to be discharged in full and therefore approximates its fair value.

The Company follows ASC 820, Fair Value Measurement, regarding fair value measurements which establishes a three-tier fair value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. These tiers include:

Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data;

Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The Company’s interest rate swap contracts are valued with pricing models commonly used by the financial services industry using discounted cash flows of forecast future swap settlements based on projected three-month SOFR rates. The Company does not consider these models to involve significant judgment on the part of management and corroborated the fair value measurements with counterparty valuations. The Company’s interest rate swaps are classified within Level 2 of the valuation hierarchy based on the observable market rates used to determine its fair value. The Company does not expect to change its valuation techniques and therefore does not anticipate any transfers into or out of different levels of hierarchy. These interest rate swaps are accounted for as derivative financial instrument assets.

The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy. The Company does not consider that the pricing index used involves significant judgement on the part of management. Therefore, the Company classifies these commodity swap contracts within Level 2 of the valuation hierarchy based on the observable market rates used to determine fair value.

The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. These assumptions represent Level 3 inputs, which can regularly change. As such, the fair value measurement of asset retirement obligations is subject to changes in these unobservable inputs as of the measurement date. The Company used a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement. The Company estimated the fair value of its asset retirement obligations based on discount rates ranging from 5.75% to 8.5%.

The Company’s Convertible Note Payable is valued with a discounted cash flow analysis to estimate the present value of the cash outflows associated with the arrangement. A synthetic credit rating model is utilized to estimate the Company’s credit rating based on the Company’s financial condition and the Company’s forecasts and plans with respect to debt service, which is then used as input to perform a comparable yield analysis with similarly rated companies to obtain an appropriate discount rate. Other significant inputs include the principal amount, the stated coupon rate, the maturity date of the note and the conversion multiple, all of which are directly observable from the contract. This estimate also requires assumptions and judgements regarding the probability and the timing of the event occurring that would lead to automatic conversion. Certain significant assumptions used to determine the fair value of the convertible note represent Level 3 inputs and can regularly change. As such, the fair value measurement of the convertible note is subject to changes in these unobservable inputs as of the measurement date. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement. The Company estimated the fair value of the Convertible Note Payable based on discount rates ranging from 7.0% to 7.5%.

The Company accounted for its outstanding warrants by recording its fair value of a liability on the Closing Date of the Business Combination and recording the change in the fair value at the balance sheet date in the condensed consolidated statement of operations. The Company has the option to redeem the warrants at a conversion price of $0.10 per Warrant if the share price exceeds $10 per share and is less than $18 per share. The fair value of the Public Warrants and Private Warrants was based on a 20 day volume weighted average closing price of $9.68.

The fair value of the Sponsor Earnout Awards as of September 30, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the five year post-close period. Assumptions used in the valuation are as follows:

●

Current stock price — The Company’s closing stock price of $8.28 as of September 30, 2022;

●

Expected volatility —65% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards;

●

Risk-free interest rate — 4.1% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 4.8 year term of the earnout period;

●

Dividend yield - zero.

The fair value of the OPAL Earnout Awards as of September 30, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes for stock price and EBITDA over the 2-year period commencing on January 1, 2023 and ending on December 31, 2024. Assumptions used in the valuation are as follows:

●

Current stock price — The Company’s closing stock price of $8.28 as of September 30, 2022;

●

Weighted average cost of capital - 16% based on an average of historical volatilities of selected industry peers deemed to be comparable to our business.

●

Expected volatility —60% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards;

●

Risk-free interest rate — 4.2% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 2.2 year term of the earnout period;

●

Dividend yield - zero.

The fair value of the Company’s put option with Meteora as of September 30, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the 6 month post-close period. Assumptions used in the valuation are as follows:

●

Current stock price — The Company’s closing stock price of $8.28 as of September 30, 2022;

●

Expected volatility —80% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards;

●

Risk-free interest rate — 3.5% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 0.3 year term of the Forward Purchase Agreement ;

●

Dividend yield - zero.

There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of September 30, 2022 or December 31, 2021.

The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following as of September 30, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy:

	Fair value as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	5,968	$	5,968
Convertible Note Payable		—		—		27,964		27,964
Put option with Meteora		—		—		4,216		4,216
Interest rate swaps		—		38		—		38
Commodity swap contracts		—		394		—		394
Derivative warrant liabilities		—		—		22,410		22,410
Earnout liabilities		—		—		39,500		39,500
Assets:
Swaption		—		246		—		246
Interest rate swaps	$	—	$	1,189	$	—	$	1,189

	Fair value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	5,738	$	5,738
Contingent consideration on acquisition of non-controlling interest		—		—		4,456		4,456
Convertible Note Payable		—		—		58,710		58,710
Interest rate swap		—		992		—		992
Assets:
Commodity swap contracts		—		382		—		382

A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the three and nine months ended September 30, 2022 is included in Note 2, Summary of Significant Accounting Policies.

Related Parties

9 Months Ended

Sep. 30, 2022

Related Parties

11. Related Parties

Related parties are represented by the Ultimate Parent and other affiliates, subsidiaries and other entities under common control with the Ultimate Parent.

Capital contributions and distribution from and to members

During the nine months ended September 30, 2022 and 2021, the Company received contributions from its Ultimate Parent of $0 and $7,919, respectively. Additionally, the Company made distributions to its Ultimate Parent of $0 and $3,695 for the nine months ended September 30, 2022 and 2021, respectively.

Sale of non-controlling interests to Related Parties

On November 29, 2021, as part of an exchange agreement, OPAL Fuels issued 14 newly authorized common units and 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries for total consideration of $30,000. Upon the consummation of the Business Combination, the Series A-1 preferred units have been converted to Redeemable preferred non-controlling interests. The Company recorded paid-in-kind preferred dividend of $2,658 and $5,093 for the three and nine months ended September 30, 2022. Please see Note 13, Redeemable Preferred Units and Equity, for additional information.

Purchase of investments from Related Parties

In August 2021, the Company acquired a 100% of the ownership interests in Reynolds, an RNG production facility for $12,020 which was funded with cash on hand. Reynolds held an equity investment of 1,570 Class B units in GREP representing 20% interest for a cash consideration of $1,570 which owns 50% of Biotown, a power generation facility under development to convert to an RNG facility. The Reynolds transaction was an asset acquisition from an affiliate under common control. The Company accounts for its 20% equity investment in GREP under the equity method. The Company recorded an income of $3034 and $2,478 as its share of net income for the three months and nine months ended September 30, 2022 and increased its investment in GREP as of September 30, 2022.

Sales contracts with Related Parties

In June 2020, Fuel Station Services, an indirect wholly-owned subsidiary of the Company, contracted with Beacon to dispense Beacon’s RNG and to generate and market the resulting RINs created on behalf of Beacon. The term of this contract runs from September 1, 2020 through October 31, 2030. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. During 2021, the Company acquired the remaining interests in Beacon. Therefore, all environmental fees earned are eliminated in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. During 2021, the Company accounted for Beacon under equity method for the period between January 1, 2021 and April 30, 2021 and consolidated Beacon for the remaining part of the year. Therefore, all environmental fees earned after May 1, 2021 are eliminated in the condensed consolidated statement of operations. For the period between January 1, 2021 and April 30, 2021, the company earned environmental processing fees of $632, net of intersegment elimination.

In March 2021, Fuel Station Services, contracted with Noble Road to dispense Noble Road’s RNG and to generate and market the resulting RINs created on behalf of Noble Road The term of this contract run from November 1, 2021 through June 30, 2032. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. The facility came online in the first quarter of 2022. For the three and nine months ended September 30, 2022, the Company earned environmental processing fees of $80 and $322, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2021, the Company earned $0, net of intersegment elimination under this agreement.

Service agreements with Related Parties

On December 31, 2020, OPAL Fuels signed a management, operations, and maintenance services agreement (“Administrative Services Agreement”) with Fortistar LLC (“Fortistar”), pursuant to which Fortistar provides management, operations, and maintenance services to the Company. The agreement expires on December 31, 2023, unless termination occurs earlier due to dissolution of the Company or the agreement is terminated by the Company’s secured lenders in certain circumstances. The agreement provides for payment of service fees based on actual time incurred at contractually agreed rates provided for in the Administrative Services Agreement, as well as a fixed annual payment of $580 per year adjusted annually for inflation. Additionally, the agreement provides for the Company to receive credits for any services provided by the Company’s employees to Fortistar. For the three and nine months ended September 30, 2022 and 2021, there have been no material services provided by the Company’s employees to Fortistar.

In June 2021, the company entered into a management services agreement with Costar Partners LLC (“Costar”), an affiliate of Fortistar. Pursuant to the agreement, Costar provides information technology (“IT”) support services, software use, licensing services, management of third party infrastructure and security services and additional IT services as needed by the Company. The agreement provides for Costar to be compensated based on actual costs incurred and licensing fees per user for certain software applications. The agreement expires in June 2024 unless the termination occurs earlier due to dissolution of the Company or it is terminated by the Company’s secured lenders in certain circumstances.

The following table summarizes the various fees recorded under the agreements described above which are included in “Selling, general, and administrative” expenses except for $1,518 incurred as transaction costs for the Business Combination recorded in additional paid-in capital and $26 recorded as Deferred financing costs as of September 30, 2022:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Staffing and management services	$	578	$	134	$	1,683	$	6,054
Rent - fixed compensation		168		145		442		435
IT services		636		—		1,721		—
Total	$	1,382	$	279	$	3,846	$	6,489

As of September 30, 2022 and December 31, 2021, the Company had Accounts payable, related party in the amounts of $489 and $166, respectively.

Reportable Segments and Geographic Information

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Reportable Segments and Geographic Information

12. Reportable Segments and Geographic Information

The Company is organized into four operating segments based on the characteristics of its renewable power generation, dispensing portfolio, and the nature of other products and services. During the second quarter of 2022, the Company changed its’ internal reporting to its executive leadership team (“Chief Operating Decision Makers”). We aligned our reportable segments disclosure to align with the information and internal reporting that is provided to our Chief Operating Decision Makers. Therefore, the Company reassessed its reportable segments and revised all the prior periods to make the segment disclosures comparable.

●

RNG Fuel. The RNG Fuel segment relates to all RNG supply and dispensing activities directly related to the generation and sale of brown gas and environmental credits, and consists of

○

Development and construction – RNG facilities in which long term gas right contracts have been, or are in the process of being ratified and the construction of RNG generation facilities.

○

RNG supply operating facilities – This includes the generation, extraction, and sale of RNG - plus associated RINs and LCFSs from landfills.

○

RNG and CNG fuel dispensing stations for vehicle fleets - This includes both dispensing/sale of brown gas and the environmental credit generation and monetization. The Company operates Fueling Stations that dispense gas for vehicles. This also includes the development and construction of these facilities.

For the three and nine months ended September 30, 2022, the Company has accounted for its interests in Pine Bend, Reynolds and Noble Road under the equity method of accounting and the results of operations of Beacon, New River, Central Valley, Emerald, Sapphire and Sunoma were consolidated in its condensed consolidated statement of operations. The Company has accounted for its interest in Beacon under the equity method of accounting for the period between January 1, 2021 and April 30, 2021 and had consolidated for the period between May 1, 2021 and September 30, 2021. The results of operations of Noble Road, Pine Bend, Sunoma and Beacon for the period between January 1, 2021 and September 30, 2021 were consolidated in its condensed consolidated statement of operations. As of September 30, 2022, Central Valley, Emerald, and Sapphire are not operational. Sunoma became operational in December 2021, Noble Road in January 2022, Pine Bend in September 2022 and New River in April 2022.

●

Fuel Station Services. Through its Fuel Station Services segment, the Company provides construction and maintenance services to third-party owners of vehicle Fueling Stations. This segment includes:

○ Service and maintenance contracts for RNG/CNG fueling sites. Includes a manufacturing division that builds Compact Fueling Systems and Defueling systems.
○ Third Party CNG Construction of Fueling Stations - Design/build and serve as general contractor for typically Guarantee Maximum Price or fixed priced contracts for customers typically lasting less than one year.

●

Renewable Power Portfolio. The Renewable Power portfolio segment generates renewable power through methane-rich landfills and digester gas collection systems which is then sold to public utilities throughout the United States. The Renewable Power portfolio operates primarily in Southern California.

●

Corporate. This segment consists of activities managed and maintained at the Company corporate level primarily including but not limited to:

○

Executive, accounting, finance, sales activities such as: payroll, stock compensation expense, travel and other related costs.

○

Insurance, professional fees (audit, tax, legal etc.).

The Company has determined that each of the four operating segments meets the characteristics of a reportable segment under U.S. GAAP. The Company’s activities and assets that are not associated with the four reportable segments are summarized in the “Other” category below. These include corporate investment income, interest income and interest expense, income tax expense, and other non-allocated costs.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues:
Renewable Power	$	49,247		$	11,351		$	69,335		$	33,672
RNG Fuel		38,682			20,106			98,157			55,009
Fuel Station Services		23,763			18,383			56,448			35,560
Other⁽¹⁾		166			6			293			55
Intersegment		(3,150	)		(2,662	)		(8,172	)		(5,147	)
Equity Method Investment(s)		(42,158	)		—			(47,247	)		(14,181	)
	$	66,550		$	47,184		$	168,814		$	104,968

⁽¹⁾	Other includes revenues of Fortistar Contracting LLC.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Interest and Financing Expense, Net:
Renewable Power	$	(1,440	)	$	(1,043	)	$	(3,559	)	$	(3,113	)
RNG Fuel		(189	)		—			(240	)		(24	)
Corporate		853			(1,311	)		(3,385	)		(2,522	)
	$	(776	)	$	(2,354	)	$	(7,184	)	$	(5,659	)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022			2021
Depreciation, Amortization, and Accretion:
Renewable Power	$	1,176		$	1,268	$	4,283		$	3,735
RNG Fuel		2,621			1,206		6,379			3,584
Fuel Station Services		129			107		331			316
Other⁽¹⁾		31			32		95			96
Equity Method Investment(s)		(699	)		—		(1,272	)		(1,059	)
	$	3,258		$	2,613	$	9,816		$	6,672

(1)	Other includes amortization of intangible assets and depreciation expense not allocated to any segment.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net income: (loss)
Renewable Power	$	1,098		$	(1,676	)	$	(1,071	)	$	(6,526	)
RNG Fuel		12,137			8,233			25,779			12,743
Fuel Station Services		2,109			2,807			5,523			5,488
Corporate		(13,669	)		(8,591	)		(33,329	)		4,853
Equity Method Investment(s)		3,694			—			3,658			2,392
	$	5,369		$	773		$	560		$	18,950

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power	$	500	$	—	$	1,800	$	—
Fuel Station Services		3,353		10,519		6,653		10,519
RNG Fuel		25,937		18,452		76,496		52,874
	$	29,790	$	28,971	$	84,949	$	63,393

	September 30, 2022		December 31, 2021
Total Assets:
Renewable Power	$	42,654	$	43,728
RNG Fuel		387,434		215,512
Fuel Station Services		56,372		56,567
Corporate and other		120,888		17,887
Equity Method Investment(s)		48,708		47,150
	$	656,056	$	380,844

Geographic Information: The Company’s assets and revenue generating activities are domiciled in the United States.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

9 Months Ended

Sep. 30, 2022

Variable Interest Entity Disclosure [Text Block]

13. Variable Interest Entities

We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires judgment. Our considerations in determining the VIE’s most significant activities and whether we have power to direct those activities include, but are not limited to, the VIE’s purpose and design and the risks passed through to investors, the voting interests of the VIE, management, service and/or other agreements of the VIE, involvement in the VIE’s initial design, and the existence of explicit or implicit financial guarantees. If we are the party with the power over the most significant activities, we meet the “power” criteria of the primary beneficiary. If we do not have the power over the most significant activities or we determine that all significant decisions require consent of a third-party, we do not meet the “power” criteria of the primary beneficiary.

We assess our variable interests in a VIE both individually and in aggregate to determine whether we have an obligation to absorb losses of or a right to receive benefits from the VIE that could potentially be significant to the VIE. The determination of whether our variable interest is significant to the VIE requires judgment. In determining the significance of our variable interest, we consider the terms, characteristics and size of the variable interests, the design and characteristics of the VIE, our involvement in the VIE, and our market-making activities related to the variable interests.

As of September 30, 2022 and December 31, 2021, the Company held equity interests in five VIEs — Sunoma, GREP, Emerald, Sapphire, and Central Valley. GREP has been presented as an equity method investment and the remaining four VIEs Sunoma, Emerald, Sapphire, and Central Valley are consolidated by the Company.

During the three months ended September 30, 2022, the Company determined that it will no longer be liable to pay $4,365, which was previously recorded as part of other liabilities - long term, to a non-controlling interest in one of our VIEs as the applicable criteria for payment are no longer met. Therefore, the Company reversed the liability on its condensed consolidated balance sheet as of September 30, 2022 and recorded $4,365 as Other income in its condensed consolidated statement of operations for the three and nine months ended September 30, 2022.

In 2020, the Company acquired a variable interest in Sunoma in a joint venture with a third-party who does not have any equity at risk but participates in proportionate share of income or losses, which may be significant. Additionally, the assets in Sunoma are collateralized under the Sunoma loan, the proceeds of which are used for partial financing of the construction of the Sunoma facility. Therefore, the significant assets and liabilities of Sunoma are parenthesized in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021.

The Company determined that each of these entities are VIEs and in its capacity as a managing member except for Emerald and Sapphire, the Company is the primary beneficiary. The Company is deemed as a primary beneficiary based on two conditions:

●

The Company, as a managing member, has the power to order the activities that significantly impact the economic performance of the four entities including establishment of strategic, operating, and capital decisions for each of these entities; and

●

The Company has the obligation to absorb the potential losses for the right to receive potential benefits, which could be significant to the VIE;

As a primary beneficiary, the Company consolidates these entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation.

The VIEs, Emerald and Sapphire are organized as 50/50 joint ventures managed by an independent board consisting of four members appointed by the Company and the joint venture partner. The board of managers has sole power and authority to conduct, direct and exercise control over the joint venture’s activities except with respect to certain terms under certain operating agreements. The Company determined that it is the primary beneficiary as a result of its economic exposure and incremental power to direct certain key economic activities of the joint venture and therefore consolidated the VIEs in its condensed consolidated financial statements.

Our variable interests in each of our VIEs arise primarily from our ownership of membership interests, construction commitments, our provision of operating and maintenance services, and our provision of environmental credit processing services to VIEs.

The following table summarizes the major condensed consolidated balance sheet items for consolidated VIEs as of September 30, 2022 and December 31, 2021. The information below is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as:

●

All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment;

●

The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics;

The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below.

	As of September 30, 2022		As of December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	10,045	$	1,991
Accounts receivable, net		1,129		40
Restricted cash - current		7,623		—
Short term investments		15,411		—
Prepaid expenses and other current assets		268		113
Total current assets		34,476		2,144
Property, plant and equipment, net		50,099		27,794
Restricted cash, non-current		2,867		1,163
Total assets	$	87,442	$	31,101

Liabilities and equity
Current liabilities:
Accounts payable	$	2,783	$	544
Accrued capital expenses		1,493		1,722
Sunoma Loan- current portion		—		756
Total current liabilities		4,276		3,022
Sunoma loan, net of debt issuance costs		22,080		16,199
Total liabilities		26,356		19,221
Equity
Stockholders’ equity		34,412		10,692
Non-redeemable non-controlling interests ⁽¹⁾		26,674		1,188
Total equity		61,086		11,880
Total Liabilities and Equity	$	87,442	$	31,101

⁽¹⁾

In August 2022, the Company paid $5,845 as prepayment of its share of equity contribution in a joint venture to meet the equity requirements. As of September 30, 2022, $2,922 of the payment has been reflected as part of non-redeemable non-controlling interest in the condensed consolidated statement of changes in Redeemable non-controlling interests, redeemable preferred non-controlling interests and stockholders’ equity.

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders’ Equity

14. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders’ Equity

The condensed consolidated statements of change in Redeemable non-controlling interests, Redeemable preferred non-controlling interests and stockholders’ equity reflect the reverse recapitalization and Business Combination as mentioned in Note 3, Business Combination. As OPAL Fuels was deemed to be the acquirer in the Business Combination, all periods prior to the completion of the Business Combination reflect the balances and activity of OPAL Fuels. The consolidated balances as of December 31, 2021 from the audited financial statements of OPAL Fuels as of that date, share activity (Redeemable preferred units and common units) and per share amounts in these condensed consolidated statements of change in redeemable preferred units and stockholders’ equity were retroactively adjusted.

Common stock

After giving effect to the Business Combination, there are currently (i) 25,671,390 shares of Class A common stock issued and outstanding, (ii) 144,399,037 shares of New OPAL Class D common stock issued and outstanding, (iii) no shares of Class B common stock, par value $0.0001 per share, of (“Class B common stock”) issued and outstanding ( Shares of Class B common stock do not have any economic value except voting rights as described below) and (iv) no shares of Class C common stock, par value $0.0001 per share, (” Class C common stock”) issued and outstanding (shares of Class D common stock do not have any economic value except voting rights as described below)

As part of the Business Combination, $68,257 of Class A common stock and Additional paid-in capital was recorded, net of transaction costs of $6,569. Please see Note 3, Business Combination for additional information.

Class A common stock

Voting Rights. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class A common stock are entitled to vote separately upon any amendment to the Company’s Certificate of Incorporation (the “Charter”) (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class B common stock, the Class C common stock and the Class D common stock.

Dividends. Dividends and other distributions of cash, stock or property may be declared and paid on the shares of Class A common stock and the shares of Class C common stock out of the assets of the Company that are by law available therefor, at the times and in the amounts as our board in its discretion may determine.

Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive the remaining assets of the Company available for distribution ratably in proportion to the number of shares of Class A common stock and Class C common stock, which shall be treated as a single class.

Class B common stock

Shares of Class B common stock may, together with the corresponding Class B Units, be exchanged for shares of Class A common stock.

Voting Rights. Each holder of Class B common stock will be entitled to one vote for each share of Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class B common stock will be entitled to vote separately on any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of Common Stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class C common stock and the Class D common stock.

Dividends. Dividends of cash or property may not be declared or paid on shares of Class B common stock.

Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of shares of Class B common stock will not be entitled to receive, with respect to such shares, any assets of the Company in excess of the par value thereof. Notwithstanding the foregoing, the holders of Class B common stock will have the right to exchange their shares of Class B common stock, together with the corresponding Class B Units constituting the remainder of any paired interests (as defined in the Charter) in which such shares are included, for shares of Class A common stock or for the consideration payable in respect of shares of Class A common stock in such voluntary or involuntary liquidation, dissolution or winding-up.

Class C common stock

Shares of Class C common stock may be converted to shares of Class A common stock, as discussed further below.

●

Voluntary Conversion. Each share of Class C common stock shall be convertible into one share of Class A common stock at the option of the holder thereof, at any time upon written notice to OPAL; provided that, for the avoidance of doubt, any such holder of shares of Class C common stock may in such written notice to OPAL specify that such conversion into shares of Class A common stock shall be contingent upon the consummation of one or more sale or other transfer transactions.

●

Automatic Conversion. Each share of Class C common stock shall automatically, without any further action, convert into one share of Class A common stock upon a transfer, other than a Transfer to a qualified stockholder (as defined in the Charter).

Voting Rights. Each holder of Class C common stock will be entitled to five votes for each share of Class C common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class C common stock will be entitled to vote separately upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class B common stock and the Class D common stock.

Dividends. Dividends and other distributions of cash, stock or property may be declared and paid on the shares of Class A common stock and the shares of Class C common stock out of the assets of the Company that are by law available therefor, at the times and in the amounts as our board in its discretion may determine.

Class D common stock

Shares of Class D common stock may be converted into shares of Class B common stock pursuant to the Charter. Further, shares of Class D common stock, together with the corresponding Class B Units may be exchanged for shares of Class C common stock or converted into shares of Class A common stock as further discussed below.

Voluntary Conversion. Each share of Class D common stock shall be convertible into one share of Class B common stock at the option of the holder thereof at any time upon written notice to the Company;

Automatic Conversion. Each share of Class D common stock shall automatically, without any further action, convert into one share of Class B common stock upon a transfer, other than a transfer to a qualified stockholder.

Voting Rights. Each holder of Class D common stock will be entitled to five votes for each share of Class D common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class D common stock will be entitled to vote separately upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class B common stock and the Class C common stock.

Dividends. Dividends of cash or property may not be declared or paid on shares of Class D common stock.

Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of shares of Class D common stock will not be entitled to receive, with respect to such shares, any assets of the Company in excess of the par value thereof. Notwithstanding the foregoing, the holders of Class D common stock will have the right to exchange their shares of Class B common stock, together with the corresponding Class B Units constituting the remainder of any paired interests (as defined in the Charter) in which such shares are included, for shares of Class C common stock or for the consideration payable in respect of shares of Class C common stock in such voluntary or involuntary liquidation, dissolution or winding-up.

Redeemable preferred non-controlling interests

On November 29, 2021, as part of an exchange agreement (“Hillman exchange”), the Company issued 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries.

On November 29, 2021, Mendocino Capital LLC (“NextEra”) subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. As of December 31, 2021, no Series A preferred units were issued. During the nine months ended September 30, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units.

Upon completion of Business Combination, the Company assumed Series A-1 preferred units and Series A preferred units which were issued and outstanding by OPAL Fuels. The Company recorded the Series A-1 preferred units and Series A preferred units as Redeemable preferred non-controlling interests. The Company incurred issuance costs of $267 in third-party legal fees in the fourth quarter of 2021, which was presented as Deferred financing costs in the consolidated balance sheet as of December 31, 2021. The Company has elected to adjust the carrying value of the preferred units to the redemption value at the end of each reporting period by immediately amortizing the issuance costs in the first reporting period after issuance of the preferred units. Therefore, the Company amortized the $267 to Retained earnings component of Members’ equity as of September 30, 2022.

The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2021 to September 30, 2022:

	Series A-1 preferred units				Series A preferred units
	Units		Amount		Units		Amount
Balance, December 31, 2021		300,000	$	30,210		—	$	—
Series A units issued by OPAL Fuels		—		—		1,000,000		100,000
Paid-in-kind dividends attributable to OPAL Fuels				1,752				3,031
Paid-in kind dividends attributable to Class A common stockholders		—		68		—		242
Balance, September 30, 2022		300,000	$	32,030		1,000,000	$	103,273

Terms of Redeemable preferred units

The Series A and Series A-1 preferred units (together the “Preferred Units”) have substantially the same terms and features which are listed below:

Voting: The Series A-1 preferred units to Hillman do not have any voting rights. The Series A preferred units issued to NextEra have limited rights to prevent the Company from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not at arm-length basis (iii) major disposition of assets and (iv) major acquisition of assets outside of the Company’s primary business.

Dividends: The Preferred Units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company is allowed to elect to issue additional Preferred Units ( paid-in-kind) in lieu of cash for the first eight dividend payment dates. The Company elected to pay the dividends to be paid-in-kind for all periods presented. In the occurrence of certain events of default, the annual dividend rate increases to 12%. Additionally, the dividend rate increases by 2% for each unrelated uncured event of default up to a maximum of 20%.

Liquidation preference: In the event of liquidation of the Company, each holder of a unit of Series A and Series A-1 is entitled to be paid on pro-rata basis the original issue price of $100 per unit plus any accrued and unpaid dividends out of the assets of the Company available for distribution after payment of the Company’s debt and liabilities and liquidation expenses.

Redemption: At any time after issuance, the Company may redeem the Redeemable preferred units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Holders of the Preferred Units may redeem for an amount equal to original issue price of $100 per unit plus any accrued and unpaid dividends upon (i) occurrence of certain change in control event (ii) at the end of four years from the date of issuance, except the Preferred Units issued to Hillman can only be redeemed 30 days after the fourth year anniversary of the first issuance of Preferred Units to NextEra. The maturity date is determined to be the date at which the holder’s redemption option becomes exercisable as this is the date in which both the Company and the holder may redeem the preferred units. The maturity date could be as early as November 29, 2025 but no later than June 30, 2026, depending on when the Series A units to NextEra are issued as previously detailed herein.

Conversion: Holder’s may elect to convert Preferred Units into common units in the limited chance that the Company fails to redeem the Preferred Units under an optional redemption, the annual dividend rate increases to 12% and is further increased to 14% after one year, and thereafter by 2% every 90 days up to a cap of 20%. The Company must also redeem all NextEra Series A preferred units on which the redemption option has been exercised prior to redeeming any Hillman Series A-1 preferred units. If elected, the holder may convert all or a portion of its Preferred Units into a number of common units equal to: (i) number of Preferred Units, multiplied by, (ii) $100 plus accrued and unpaid cash dividends, divided by, (iii) conversion price. The conversion price is equal to the value of the Company’s common units determined as follows, and reduced by a 20% discount if conversion occurs during the first year of delayed redemption, a 25% discount during the 2nd year, and a 30% discount thereafter:

Using 20-day volume-weighted average price (“VWAP”) of the Company’s common shares.

Otherwise the estimated proceeds to be received by the holder of a common unit if the net assets of the Company were sold at fair market value and distributed.

Redeemable non-controlling interests

Upon consummation of Business Combination, OPAL Fuels and its members caused the existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels LLC issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B Units (“OPAL Class B Units”). Each Class B Unit is paired with 1 non-economic share of Class D common stock issued by the Company. Each pair of Class B Unit and 1 share of Class D common stock is exchangeable to either 1 share of Class A common stock or 1 share of Class C common stock at the holder’s option. Upon an exchange for Class A common stock, the Company has the option to redeem shares for cash at their market value.

Redeemable non-controlling interests have been presented as mezzanine equity in the condensed consolidated statements of change in Redeemable non-controlling interests, Redeemable preferred non-controlling interests and stockholders’ equity. At each balance sheet date, the Redeemable non-controlling interests are adjusted up to their redemption value if necessary, with an offset in Stockholders’ equity. As of September 30, 2022, the Company recorded $1,160,723 to adjust the carrying value to their redemption value based on a 5 day VWAP of $8.47 per share.

Net Income (loss) Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Income (loss) Per Share

15. Net Income (loss) Per Share

The basic loss per share of Class A common stock is computed by dividing the net loss attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period. Prior to the Business Combination, the membership structure of OPAL Fuels included common units which shared in the profits and losses of OPAL Fuels LLC. The Company analyzed the calculation of earnings per units for periods prior to the consummation of the Business Combination and determined that such information would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore net loss per share information has not been presented for periods prior to Business Combination on July 21, 2022. The basic and diluted net loss per share for the three and nine months ended September 30, 2022 represent only the period from July 21, 2022 to September 30, 2022.

The diluted loss per share of Class A common stock for the three and nine months ended September 30, 2022 does not include Redeemable preferred non-controlling interests, Convertible Note Payable because the substantive contingency for conversion has not been met as of September 30, 2022. It does not include 9,223,261 Private Warrants and 6,223,261 Public Warrants as their strike price at $11.50 exceeded the average market price for the Company during the measurement period. It does not include 144,399,037 OPAL Fuels Class B units representing Redeemable non-controlling interest as its impact is anti-dilutive. It does not include 763,908 Sponsor Earnout Awards and 10,000,000 OPAL Earnout Awards as their target share price and adjusted EBITDA contingencies have not been met as of September 30, 2022.

The Class D common stock does not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class D common stock under the two-class method has not been presented.

The following table summarizes the calculation of basic and diluted net loss per share:

	Three Months Ended			Nine Months Ended
	September 30, 2022			September 30, 2022
Net loss attributable to Class A common stockholders		(1,125	)	$	(1,125	)
Less: change in fair value of the put option on the forward purchase agreement		384			384
Diluted Net loss attributable to Class A common stockholders		(1,509	)		(1,509	)

Weighted average number of shares of Class A common stock - basic		25,671,390			25,671,390
Effect of the dilutive put option on a forward purchase agreement		152,382			152,382
Weighted average number of shares of Class A common stock - diluted		25,823,772			25,823,772
Net loss per share of Class A common stock
Basic	$	(0.04	)	$	(0.04	)
Diluted	$	(0.06	)	$	(0.06	)

Income taxes

9 Months Ended

Sep. 30, 2022

Income taxes [Abstract]

Income taxes

16. Income taxes

As a result of the Company’s up-C structure effective with the Business Combinations, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company’s investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company’s various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.

For the three and nine months ended September 30, 2022, the Company recorded zero income tax expense. The effective tax rate for the three months ended September 30, 2022 was 0%. The difference between the Company’s effective tax rate for the three and nine months ended September 30, 2022 and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets. The Company did not record a tax provision for the three and nine months ended September 30, 2021 primarily due to OPAL Fuels’ status as a pass-through entity for U.S. federal income tax purposes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

17. Commitments and Contingencies

Letters of Credit

As of September 30, 2022 and December 31, 2021, the Company was required to maintain nine standby letters of credit totaling $9,348 and $9,023, respectively, to support obligations of certain Company subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have been no draws to date on these letters of credit.

Purchase Options

The Company has two contracts with customers to provide CNG for periods of seven and ten years, respectively. The customers have an option to terminate the contracts and purchase the Company’s CNG Fueling Station at the customers’ sites for a fixed amount that declines annually.

In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer’s premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term.

Legal Matters

The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

On October 4, 2022, the Company granted 428,902 restricted stock units for certain eligible employees and board of directors under the OPAL Fuels Inc. 2022 Omnibus Equity Incentive Plan. The aggregate fair value of the grant was $3,405 based on the closing share price of $7.94 on October 3, 2022. The shares will vest in full on October 3, 2023. The amortization of the above grants will be included in the selling, general and administrative expenses in the condensed consolidated statement of operations beginning in the fourth quarter of 2022.

On October 12, 2022, the Company borrowed $12,500 under the OPAL Term Loan.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Business Combination

Business Combination

Use of estimates

Use of estimates

The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

Accounting Pronouncements

Accounting Pronouncements

Emerging Growth Company Status

Emerging Growth Company Status

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of September 30, 2022 and December 31, 2021

	September 30, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	25,286	$	39,314
Restricted cash - current ⁽¹⁾		41,419		—
Long-term assets:
Restricted cash held as collateral ⁽²⁾		4,655		2,740
Total cash, cash equivalents, and restricted cash	$	71,360	$	42,054

⁽¹⁾

⁽²⁾	Restricted cash held as collateral represents the collateral requirements on our debt facilities.

Short term investments

Short term investments

Transaction costs

Transaction costs

Derivative warrant liabilities

Derivative warrant liabilities

Earnout Awards

Earnout Awards

Put option on forward purchase agreement

Put option on forward purchase agreement

Redeemable non-controlling interests

Redeemable non-controlling interests

Net income (loss) per share

Net income (loss) per share

The Company’s basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period.

Accounts Receivable, Net

Accounts Receivable, Net

The Company’s allowance for doubtful accounts was $100 and $— at September 30, 2022 and December 31, 2021.

Asset Retirement Obligation

Retirement Obligation

As of September 30, 2022 and December 31, 2021, the Company estimated the value of its total asset retirement obligations to be $5,968 and $5,738, respectively.

The changes in the asset retirement obligations were as follows as of September 30, 2022:

	September 30, 2022
Balance, December 31, 2021	$	5,738
Addition		(5	)
Accretion expense		235
Total asset retirement obligation		5,968
Less: current portion		(1,586	)
Total asset retirement obligation, net of current portion	$	4,382

Revenue Recognition

Revenue Recognition

Disaggregation of Revenue

Disaggregation of Revenue

The following table shows the disaggregation of revenue according to product line:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Renewable power sales	$	9,666	$	9,551	$	27,205	$	28,162
Third party construction		18,660		14,078		41,476		23,348
Service		3,480		3,670		11,910		11,674
Brown gas sales		12,430		1,611		23,398		7,836
Environmental credits		19,649		13,202		58,444		25,198
Parts sales		1,355		633		2,332		532
Operating agreements		—		707		893		2,433
Other		70		2,273		236		2,499
Total revenue from contracts with customers		65,310		45,725		165,894		101,682
Lease revenue		1,240		1,459		2,920		3,286
Total revenue	$	66,550	$	47,184	$	168,814	$	104,968

Other income

Other income

The following table shows the items consisting of items recorded as Other income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reversal of contingent consideration on acquisition of non-controlling interest	$	4,365	$	—	$	4,365	$	—
Gain on redemption of Note receivable		1,943		—		1,943		—
Other income	$	6,308	$	—	$	6,308	$	—

Contract Balances

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:

	September 30, 2022		December 31, 2021
Accounts receivable, net	$	36,660	$	25,391
Contract assets:
Cost and estimated earnings in excess of billings	$	12,514	$	5,989
Accounts receivable retainage, net		2,162		2,495
Contract assets total	$	14,676	$	8,484
Contract liabilities:
Billings in excess of costs and estimated earnings	$	6,750	$	9,785
Contract liabilities total	$	6,750	$	9,785

RNG inventory

Backlog

Backlog

Income Taxes

Income Taxes

Significant Customers, Vendors and Concentration of Credit Risk

Significant Customers, Vendors and Concentration of Credit Risk

As of September 30, 2022 one vendor, respectively accounted for 22% of the accounts payable. As of December 31, 2021, no vendors accounted for greater than 10% of the accounts payable.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of cash, cash equivalents, and restricted cash

	September 30, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	25,286	$	39,314
Restricted cash - current ⁽¹⁾		41,419		—
Long-term assets:
Restricted cash held as collateral ⁽²⁾		4,655		2,740
Total cash, cash equivalents, and restricted cash	$	71,360	$	42,054

⁽¹⁾

⁽²⁾	Restricted cash held as collateral represents the collateral requirements on our debt facilities.

Schedule of asset retirement obligations

	September 30, 2022
Balance, December 31, 2021	$	5,738
Addition		(5	)
Accretion expense		235
Total asset retirement obligation		5,968
Less: current portion		(1,586	)
Total asset retirement obligation, net of current portion	$	4,382

Schedule of disaggregation of revenue

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Renewable power sales	$	9,666	$	9,551	$	27,205	$	28,162
Third party construction		18,660		14,078		41,476		23,348
Service		3,480		3,670		11,910		11,674
Brown gas sales		12,430		1,611		23,398		7,836
Environmental credits		19,649		13,202		58,444		25,198
Parts sales		1,355		633		2,332		532
Operating agreements		—		707		893		2,433
Other		70		2,273		236		2,499
Total revenue from contracts with customers		65,310		45,725		165,894		101,682
Lease revenue		1,240		1,459		2,920		3,286
Total revenue	$	66,550	$	47,184	$	168,814	$	104,968

Schedule of other income

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reversal of contingent consideration on acquisition of non-controlling interest	$	4,365	$	—	$	4,365	$	—
Gain on redemption of Note receivable		1,943		—		1,943		—
Other income	$	6,308	$	—	$	6,308	$	—

Schedule of receivables, contract assets, and contract liabilities

	September 30, 2022		December 31, 2021
Accounts receivable, net	$	36,660	$	25,391
Contract assets:
Cost and estimated earnings in excess of billings	$	12,514	$	5,989
Accounts receivable retainage, net		2,162		2,495
Contract assets total	$	14,676	$	8,484
Contract liabilities:
Billings in excess of costs and estimated earnings	$	6,750	$	9,785
Contract liabilities total	$	6,750	$	9,785

Business Combination (Tables)

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization Disclosure Abstract

Schedule of business combination to the condensed consolidated statements of cash flows

Cash proceeds from Arclight, net of redemptions	$	17,775
Cash proceeds from PIPE investors		110,806
Cash in escrow account for the Forward Purchase Agreement		20,040
Less: transaction costs and under writing fees paid ⁽¹⁾		(9,771	)
Cash acquired from Business Combination		138,850
Less: warrant liabilities		(13,524	)
Less: earnout liabilities		(45,900	)
Less: put option with Meteora		(4,600	)
Less: Deferred financing costs recorded in additional paid-in-capital ⁽²⁾		(6,569	)
Net cash from Business Combination recorded in Stockholders’ equity	$	68,257

Schedule of total number of shares of the company’s class A common stock outstanding

	Shares
Class A - Public stockholders		1,752,181
Class A - Sponsor shares ⁽¹⁾		7,779,076
Class A - PIPE investors		11,080,600
Class A - Forward Purchase Agreement		2,000,000
Class A - Ares		3,059,533
		25,671,390
Class D - Opal Fuels equity holders		144,399,037
Total shares issued upon closing of Business Combination		170,070,427

Investment in Other Entities (Tables)

9 Months Ended

Sep. 30, 2022

Investment in Other Entities [Abstract]

Schedule of net income from equity method investments

				Carrying Value
	Percentage of ownership			September 30, 2022		December 31, 2021
Pine Bend		50.0	%	$	20,730	$	21,188
Noble Road		50.0	%		24,053		24,516
GREP		20.0	%		3,925		1,446
Total investment in other entities				$	48,708	$	47,150

Schedule of net income from equity method investments

	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Revenue ⁽¹⁾	$	42,158	$	—	$	47,247	$	14,181
Gross profit		33,053		—		34,665		6,459
Net income		31,356		—		29,615		5,400
				—
Net income from equity method investments ⁽²⁾	$	3,694	$	—	$	3,658	$	2,392

⁽¹⁾	Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the three and nine months ended September 30, 2022.

⁽²⁾	Net income from equity method investments represents our portion of the net income from equity method investments in Pine Bend, Noble Road and GREP for the three and nine months ended September 30, 2022 and Beacon for the three and nine months ended September 30, 2021.

Property, Plant, and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant, and Equipment, Net [Abstract]

Summary of property, plant, and equipment, net

Property, plant, and equipment, net, consisted of the following as of September 30, 2022 and December 31, 2021:

	September 30, 2022			December 31, 2021
Plant and equipment	$	203,382		$	161,387
CNG/RNG fueling stations		34,494			27,892
Construction in progress		102,205			62,616
Buildings		2,585			2,544
Land		1,303			1,303
Service equipment		1,692			1,521
Leasehold improvements		815			815
Vehicles		313			407
Office furniture and equipment		307			302
Computer software		277			277
Other		458			416
		347,831			259,480
Less: accumulated depreciation		(97,476	)		(89,710	)
Property, plant, and equipment, net	$	250,355		$	169,770

Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets with Definite Lives

	September 30, 2022
	Cost		Accumulated Amortization			Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,436	)	$	1,563		18.1
Transmission/distribution interconnection		1,600		(945	)		655		15.1
CNG sales contract		807		(779	)		28		10.0
Intellectual property		43		(23	)		20		5.0
Total intangible assets	$	11,449	$	(9,183	)	$	2,266

	December 31, 2021
	Cost		Accumulated Amortization			Intangible Assets, Net		Weighted Average Amortization Period (years)
Power purchase agreements	$	8,999	$	(6,986	)	$	2,013		18.1
Transmission/distribution interconnection		1,600		(865	)		735		15.1
CNG sales contract		807		(719	)		88		10.0
Intellectual property		43		(18	)		25		5.0
Total intangible assets	$	11,449	$	(8,588	)	$	2,861

Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets

Three months ended December 31, 2022	$	198
Fiscal year:
2023		465
2024		275
2025		266
2026		238
Thereafter		824
	$	2,266

Goodwill (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of summarizes the changes in goodwill

The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period:

	RNG Fuel		Fuel Station Services		Total
Balance at December 31, 2021	$	51,155	$	3,453	$	54,608
Balance at September 30, 2022	$	51,155	$	3,453	$	54,608

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Schedule of borrowings under the various debt facilities

Borrowings (Tables)

9 Months Ended

Sep. 30, 2022

Borrowings [Abstract]

	September 30, 2022			December 31, 2021
Senior Secured Credit Facility, term loan	$	70,179		$	73,869
Less: unamortized debt issuance costs		—			(724	)
Less: current portion		(70,179	)		(73,145	)
Senior Secured Credit Facility, term loan, net of debt issuance costs		—			—
Senior Secured Credit Facility, working capital facility		7,500			7,500
Less: current portion		(7,500	)		(7,500	)
Senior Secured Credit Facility, working capital facility		—			—
OPAL Term Loan		91,223			75,000
Less: unamortized debt issuance costs		(1,975	)		(2,485	)
Less: current portion		(28,432	)		(13,425	)
OPAL Term Loan, net of debt issuance costs		60,816			59,090
Sunoma Loan		23,000			17,524
Less: unamortized debt issuance costs		(920	)		(569	)
Less: current portion		—			(756	)
Sunoma Loan, net of debt issuance costs		22,080			16,199
Convertible Note Payable		27,964			58,710
Less: current portion		(27,964	)		—
Convertible Note Payable		—			58,710
Municipality Loan		121			278
Less: current portion		(121	)		(194	)
Municipality Loan		—			84
Non-current borrowings total	$	82,896		$	134,083

Schedule of principal maturities of debt

	Senior Secured Credit Facility		OPAL Term Loan		Sunoma Loan		Convertible Note Payable ⁽¹⁾		Municipality Loan		Total
Three months ending December 31, 2022	$	77,679	$	7,633			$	27,964	$	55	$	113,331
Fiscal year:
2023		—		27,732		953		—		66		28,751
2024		—		27,732		3,812		—		—		31,544
2025		—		28,126		3,812		—		—		31,938
2026		—		—		3,801				—		3,801
2027		—		—		10,622		—		—		10,622
	$	77,679	$	91,223	$	23,000	$	27,964	$	121	$	219,987

⁽¹⁾	The Convertible Note Payable is redeemable on demand at the option of the Company or the lender.

Schedule of interest expense

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Senior Secured Credit Facility	$	1,100		$	716		$	2,540		$	2,050
Municipality loan		1			2			3			7
TruStar revolver credit facility		—			168			—			502
Convertible Note Payable mark-to-market ⁽¹⁾		(2,261	)		1,362			(151	)		2,250
Sunoma Loan⁽²⁾		424			—			1,335			—
OPAL Term Loan		1,107			—			2,850			—
Commitment fees and other finance fees		401			99			605			378
Amortization of deferred financing cost		616			201			1,514			678
Interest income on loan receivable		(612	)		(194	)		(1,512	)		(206	)
Total interest expense	$	776		$	2,354		$	7,184		$	5,659

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of future minimum lease payments

Future minimum lease payments are as follows:

Three months ending December 31, 2022	$	228
Fiscal year:
2023		987
2024		937
2025		852
2026		183
	$	3,187

Derivative Financial Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Derivative Financial Instruments and Fair Value Measurements [Abstract]

Schedule of interest rate swaps

Interest rate swap detail						Notional Amount
Trade date	Fixed rate			Start date	End date	September 30, 2022		December 31, 2021

August 15, 2022		2.47	%	June 28, 2024	August 4, 2027	$	41,284		—
August 15, 2022		2.47	%	June 28, 2024	August 4, 2027		20,642		—
						$	61,926	$	—

Schedule of derivatives fair values in the condensed consolidated balance sheets

	September 30, 2022			December 31, 2021			Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	246		$	—		Derivative financial assets, current portion
Current portion of interest swaps		(38	)		(992	)	Derivative financial liability, current portion
Derivatives designated as cash flow hedges:
Current portion of the interest rate swaps		1,189			—		Derivative financial assets, current portion
	$	1,397		$	(992	)

Schedule of derivative instruments on the condensed consolidated statement of operations

	Three Months Ended September 30,						Nine Months Ended September 30,						Location of (Loss) Gain Recognized in Operations from
	2022			2021			2022			2021			Derivatives
Interest rate swaps	$	1,580		$	2,122		$	954		$	1,269
Swaption		246			—			246			—
Net periodic settlements		(1,631	)		(2,149	)		(677	)		(1,279	)
	$	195		$	(27	)	$	523		$	(10	)	Change in fair value of derivative instruments, net

Schedule of fair value of derivative instruments

	Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets/(Liabilities) in the Balance Sheet
Balance, September 30, 2022:
Interest rate swap asset	$	1,189		$	—	$	1,189
Swaption asset		246			—		246
	$	1,435		$	—	$	1,435
Balance, December 31, 2021:
Interest rate swap liability	$	(992	)	$	—	$	(992	)

Schedule of change in fair value of other derivative liabilities statements of operations

Trade Date

Period From

Period To

Notional Quantity per Year (“MWh”)

Average Contract Price (per MWh)

December 14, 2018

January 1, 2019

September 30, 2022

34,554

66.12

October 28, 2021

November 1, 2021

December 31, 2022

30,660

48.75

December 27, 2021

January 1, 2022

December 31, 2022

26,280

50.75

Schedule of commodity swaps on the condensed consolidated statements of operations

Derivatives not designated	Location of (loss) gain	Three Months Ended September 30,						Nine Months Ended September 30,
as hedging instruments	recognized	2022			2021			2022			2021
Commodity swaps - realized loss	Revenues - Renewable power	$	(744	)	$	(328	)	$	(931	)	$	169
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power		161			(895	)		(775	)		(2,824	)
Total realized and unrealized gain (loss)	Revenues - Renewable power	$	(583	)	$	(1,223	)	$	(1,706	)	$	(2,655	)

Shedule of derivative assets and liabilities

	Fair Value					Location of Fair value
	September 30, 2022			December 31, 2021		recognized in Balance Sheet
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	—		$	382	Derivative financial asset, current portion
Current portion of unrealized loss on commodity swaps	$	(394	)	$	—	Derivative financial liability, current portion

Schedule of change in fair value of other derivative liabilities statements of operations

Derivative liability	Three Months Ended September 30,					Nine Months Ended September 30,					Location of (Loss) Gain Recognized in Operations from
	2022			2021		2022			2021		Derivatives

Put option to Meteora	$	384		$	—	$	384		$	—
Sponsor Earnout Awards		1,100			—		1,100			—
OPAL Earnout Awards		5,300			—		5,300			—
Public Warrants		(3,578	)		—		(3,578	)		—
Private Warrants		(5,309	)		—		(5,309	)		—
	$	(2,103	)	$	—	$	(2,103	)	$	—	Change in fair value of derivative instruments, net

Shedule of derivative assets and liabilities

	Fair value as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	5,968	$	5,968
Convertible Note Payable		—		—		27,964		27,964
Put option with Meteora		—		—		4,216		4,216
Interest rate swaps		—		38		—		38
Commodity swap contracts		—		394		—		394
Derivative warrant liabilities		—		—		22,410		22,410
Earnout liabilities		—		—		39,500		39,500
Assets:
Swaption		—		246		—		246
Interest rate swaps	$	—	$	1,189	$	—	$	1,189

	Fair value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	5,738	$	5,738
Contingent consideration on acquisition of non-controlling interest		—		—		4,456		4,456
Convertible Note Payable		—		—		58,710		58,710
Interest rate swap		—		992		—		992
Assets:
Commodity swap contracts		—		382		—		382

Related Parties (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of selling general and administrative expenses

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Staffing and management services	$	578	$	134	$	1,683	$	6,054
Rent - fixed compensation		168		145		442		435
IT services		636		—		1,721		—
Total	$	1,382	$	279	$	3,846	$	6,489

Reportable Segments and Geographic Information (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Schedule of operating segments

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues:
Renewable Power	$	49,247		$	11,351		$	69,335		$	33,672
RNG Fuel		38,682			20,106			98,157			55,009
Fuel Station Services		23,763			18,383			56,448			35,560
Other⁽¹⁾		166			6			293			55
Intersegment		(3,150	)		(2,662	)		(8,172	)		(5,147	)
Equity Method Investment(s)		(42,158	)		—			(47,247	)		(14,181	)
	$	66,550		$	47,184		$	168,814		$	104,968

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Interest and Financing Expense, Net:
Renewable Power	$	(1,440	)	$	(1,043	)	$	(3,559	)	$	(3,113	)
RNG Fuel		(189	)		—			(240	)		(24	)
Corporate		853			(1,311	)		(3,385	)		(2,522	)
	$	(776	)	$	(2,354	)	$	(7,184	)	$	(5,659	)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022			2021
Depreciation, Amortization, and Accretion:
Renewable Power	$	1,176		$	1,268	$	4,283		$	3,735
RNG Fuel		2,621			1,206		6,379			3,584
Fuel Station Services		129			107		331			316
Other⁽¹⁾		31			32		95			96
Equity Method Investment(s)		(699	)		—		(1,272	)		(1,059	)
	$	3,258		$	2,613	$	9,816		$	6,672

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net income: (loss)
Renewable Power	$	1,098		$	(1,676	)	$	(1,071	)	$	(6,526	)
RNG Fuel		12,137			8,233			25,779			12,743
Fuel Station Services		2,109			2,807			5,523			5,488
Corporate		(13,669	)		(8,591	)		(33,329	)		4,853
Equity Method Investment(s)		3,694			—			3,658			2,392
	$	5,369		$	773		$	560		$	18,950

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power	$	500	$	—	$	1,800	$	—
Fuel Station Services		3,353		10,519		6,653		10,519
RNG Fuel		25,937		18,452		76,496		52,874
	$	29,790	$	28,971	$	84,949	$	63,393

	September 30, 2022		December 31, 2021
Total Assets:
Renewable Power	$	42,654	$	43,728
RNG Fuel		387,434		215,512
Fuel Station Services		56,372		56,567
Corporate and other		120,888		17,887
Equity Method Investment(s)		48,708		47,150
	$	656,056	$	380,844

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

	As of September 30, 2022		As of December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	10,045	$	1,991
Accounts receivable, net		1,129		40
Restricted cash - current		7,623		—
Short term investments		15,411		—
Prepaid expenses and other current assets		268		113
Total current assets		34,476		2,144
Property, plant and equipment, net		50,099		27,794
Restricted cash, non-current		2,867		1,163
Total assets	$	87,442	$	31,101

Liabilities and equity
Current liabilities:
Accounts payable	$	2,783	$	544
Accrued capital expenses		1,493		1,722
Sunoma Loan- current portion		—		756
Total current liabilities		4,276		3,022
Sunoma loan, net of debt issuance costs		22,080		16,199
Total liabilities		26,356		19,221
Equity
Stockholders’ equity		34,412		10,692
Non-redeemable non-controlling interests ⁽¹⁾		26,674		1,188
Total equity		61,086		11,880
Total Liabilities and Equity	$	87,442	$	31,101

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Changes in Redeemable Preferred Units

	Series A-1 preferred units				Series A preferred units
	Units		Amount		Units		Amount
Balance, December 31, 2021		300,000	$	30,210		—	$	—
Series A units issued by OPAL Fuels		—		—		1,000,000		100,000
Paid-in-kind dividends attributable to OPAL Fuels				1,752				3,031
Paid-in kind dividends attributable to Class A common stockholders		—		68		—		242
Balance, September 30, 2022		300,000	$	32,030		1,000,000	$	103,273

Net Income (loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share

	Three Months Ended			Nine Months Ended
	September 30, 2022			September 30, 2022
Net loss attributable to Class A common stockholders		(1,125	)	$	(1,125	)
Less: change in fair value of the put option on the forward purchase agreement		384			384
Diluted Net loss attributable to Class A common stockholders		(1,509	)		(1,509	)

Weighted average number of shares of Class A common stock - basic		25,671,390			25,671,390
Effect of the dilutive put option on a forward purchase agreement		152,382			152,382
Weighted average number of shares of Class A common stock - diluted		25,823,772			25,823,772
Net loss per share of Class A common stock
Basic	$	(0.04	)	$	(0.04	)
Diluted	$	(0.06	)	$	(0.06	)

Organization and Description of Business (Details)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

Jul. 15, 2022

USD ($)

Oct. 31, 2022

USD ($)

Jul. 31, 2022

USD ($)

Feb. 28, 2022

USD ($)

Nov. 30, 2019

MWh

؋ / MWh

Sep. 30, 2022

USD ($)

$ / shares

Sep. 30, 2021

USD ($)

Sep. 30, 2022

USD ($)

$ / shares

Sep. 30, 2021

USD ($)

Aug. 31, 2022

USD ($)

Jul. 21, 2022

$ / shares

Jul. 19, 2022

USD ($)

Dec. 31, 2021

USD ($)

$ / shares

Oct. 22, 2021

USD ($)

May 01, 2021

USD ($)

Dec. 31, 2020

USD ($)

Aug. 27, 2020

USD ($)

Organization and Description of Business (Details) [Line Items]

Common stock par value (in Dollars per share) | $ / shares

$ 0.0001

Common stock exercise price (in Dollars per share) | $ / shares

$ 11.5

11.5

Cash and cash equivalents including restricted cash

$ 71,360

$ 27,251

$ 71,360

$ 27,251

$ 42,054

$ 15,388

Short term investments

146,936

Deferred financing cost

219,987

219,987

Loan facility

$ 125,000

$ 20,000

Note receivable

$ 11,555

Prepayment penalty

$ 545

Loan amount

$ 15,000

27,500

Realized gain

169

Unrealized loss

(1,677)

(1,553)

Revision of Prior Period, Error Correction, Adjustment [Member]

66,550

$ 47,184

168,814

104,968

Organization and Description of Business (Details) [Line Items]

Senior Secured Credit Facility [Member]

1,140

Organization and Description of Business (Details) [Line Items]

Convertible Notes Payable [Member]

77,679

Organization and Description of Business (Details) [Line Items]

Municipality Loan [Member]

^[1]

27,964

Loan facility

$ 50,000

Organization and Description of Business (Details) [Line Items]

Organization and Description of Business (Details) [Line Items]

121

Sunoma Loan [Member]

Organization and Description of Business (Details) [Line Items]

23,000

Loan facility

$ 20,000

Swap [Member]

Notional quanity (in Megawatt-hours) | MWh

87,720

Derivative, fixed contract price (in Afghanis per Megawatt-hour) | ؋ / MWh

35.75

Unrealized loss

2,824

Swap 2 [Member]

Organization and Description of Business (Details) [Line Items]

Notional quanity (in Megawatt-hours) | MWh

26,280

Derivative, term of contract

1 year

RNG Fuel [Member]

Organization and Description of Business (Details) [Line Items]

Unrealized loss

$ 2,824

OPAL Term Loan [Member]

Organization and Description of Business (Details) [Line Items]

91,223

$ 105,000

12,500

$ 10,000

Biotown Bio Gas LLC [Member]

Organization and Description of Business (Details) [Line Items]

$ 11,555

10,915

546

$ 94

Class A Common Stock [Member]

Organization and Description of Business (Details) [Line Items]

Common stock par value (in Dollars per share) | $ / shares

$ 0.0001

0.0001

$ 0.0001

Common stock exercise price (in Dollars per share) | $ / shares

$ 11.5

Subsequent Event [Member] | OPAL Term Loan [Member]

Organization and Description of Business (Details) [Line Items]

Loan amount

$ 12,500

[1]	The Convertible Note Payable is redeemable on demand at the option of the Company or the lender.

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 21, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Nov. 29, 2021	May 01, 2021	Apr. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted cash held in escrow		$ 20,100		$ 20,100
Cash held in restricted account		13,700		13,700
Short term investments		146,936,000		146,936,000
Transaction costs				8,299,000
Allowance for doubtful accounts		100,000		100,000
Estimated value of total asset retirement obligation		5,968,000		5,968,000		$ 5,738,000
Net revenues after discount under purchase and sales agreement		66,550,000	$ 47,184,000	168,814,000	$ 104,968,000
Lease revenue		1,240,000	$ 1,459,000	2,920,000	3,286,000
Revenue recognized included in contract liabilities				9,785,000	$ 4,678,000
Recognized revenue		36,311,000		36,311,000
Construction Loans [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Interest reserve		$ 1,778		$ 1,778
Transferred over Time [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of revenue recognized over time		28.00%	29.80%	24.60%	22.20%
Two Customers [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage		45.00%	18.00%	49.00%	30.00%
Two Customers [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage				38.00%
One Customer [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage						11.00%
Minimum [Member] \| Pine Bend RNG LLC [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership interest								100.00%	44.30%
Sponsor Letter Agreement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of common stock subject to vesting and forfeiture conditions	10.00%
Meteora Capital Partners [Member] \| Forward Purchase Agreement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued to common stock (in Shares)		2,000,000		2,000,000
Purchase obligation		$ 20,040,000		$ 20,040,000
Contingent consideration, price (in Dollars per share)	$ 10.02	$ 10.02		$ 10.02
Opal Term Loan II [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Contribution to joint venture		$ 5,800		$ 5,800
Renewable Power [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Lease revenue		856,000	$ 694,000	1,906,000	$ 1,644,000
Renewable Power [Member] \| NextEra [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Minimum of environmental attributes to be sold, percentage							90.00%
Net revenues after discount under purchase and sales agreement		19,335,000		49,023,000
Renewable Power [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Lease revenue		$ 384,000	$ 765,000	$ 1,014,000	$ 1,642,000
Class A Common Stock [Member] \| Opal Fuels [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Stock issued (in Shares)	25,671,390
Class A Common Stock [Member] \| Sponsor Letter Agreement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of common stock subject to vesting and forfeiture conditions		10.00%		10.00%
Class A Common Stock [Member] \| Meteora Capital Partners [Member] \| Forward Purchase Agreement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued to common stock (in Shares)		2,000,000		2,000,000
Class B common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued to common stock (in Shares)		10,000,000		10,000,000
Class B common stock [Member] \| Opal Fuels [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Stock issued (in Shares)				144,399,037
Class D common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued to common stock (in Shares)		10,000,000		10,000,000
ArcLight Class A Common Stock [Member] \| Meteora Capital Partners [Member] \| Forward Purchase Agreement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued to common stock (in Shares)		2,000,000		2,000,000
Redeemable Noncontrolling Interest [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Temporary Equity, Accretion to Redemption Value				$ 1,160,723,000
One Supplier [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage				22.00%

Summary of Significant Accounting Policies (Details) - Schedule of cash, cash equivalents, and restricted cash - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Sep. 30, 2021

Dec. 31, 2020

Schedule Of Cash Cash Equivalents And Restricted Cash Abstract

Cash and cash equivalents

$ 25,286

$ 39,314

Restricted cash - current

^[1]

41,419

Long-term assets:

Restricted cash held as collateral

^[2]

4,655

2,740

Total cash, cash equivalents, and restricted cash

$ 71,360

$ 42,054

$ 27,251

$ 15,388

[1]

[2]

Restricted cash held as collateral represents the collateral requirements on our debt facilities.

Summary of Significant Accounting Policies (Details) - Schedule of asset retirement obligations - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Schedule Of Asset Retirement Obligations Abstract
Asset retirement obligation, beginning balance	$ 5,738
Addition	(5)
Accretion expense	235	$ 162
Total asset retirement obligation	5,968
Less: current portion	(1,586)		$ (831)
Total asset retirement obligation, net of current portion	$ 4,382		$ 4,907

Summary of Significant Accounting Policies (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 65,310	$ 45,725	$ 165,894	$ 101,682
Lease revenue	1,240	1,459	2,920	3,286
Total revenue	66,550	47,184	168,814	104,968
Renewable Power Sales [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	9,666	9,551	27,205	28,162
Third Party Construction [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	18,660	14,078	41,476	23,348
Service [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	3,480	3,670	11,910	11,674
Brown gas sales [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	12,430	1,611	23,398	7,836
Environmental Credits [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	19,649	13,202	58,444	25,198
Parts [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	1,355	633	2,332	532
Operating Agreements [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers		707	893	2,433
Product and Service, Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 70	$ 2,273	$ 236	$ 2,499

Summary of Significant Accounting Policies (Details) - Schedule of other income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Other Income Abstract
Reversal of contingent consideration on acquisition of non-controlling interest	$ 4,365		$ 4,365
Gain on redemption of Note receivable	1,943		1,943
Other income	$ 6,308		$ 6,308

Summary of Significant Accounting Policies (Details) - Schedule of receivables, contract assets, and contract liabilities - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Receivables Contract Assets And Contract Liabilities Abstract
Accounts receivable, net	$ 36,660	$ 25,391
Contract assets:
Cost and estimated earnings in excess of billings	12,514	5,989
Accounts receivable retainage, net	2,162	2,495
Contract assets total	14,676	8,484
Contract liabilities:
Billings in excess of costs and estimated earnings	6,750	9,785
Contract liabilities total	$ 6,750	$ 9,785

Business Combination (Details)			3 Months Ended	9 Months Ended		12 Months Ended
Business Combination (Details)	Sep. 30, 2022 USD ($) $ / shares shares	Jul. 21, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares
Business Combination (Details) [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares		$ 0.0001
Exercise price per share (in Dollars per share) \| $ / shares	$ 11.5	$ 11.5	$ 11.5	$ 11.5
Cash net of transaction expenses \| $		$ 138,850,000		$ 138,850,000
Stock issued (in Shares)				1,000,000		0
Change in fair value of derivative instruments \| $					$ 169,000
Fair value \| $	$ 70,179,000		$ 70,179,000	$ 70,179,000		$ 73,869,000
Redemption of warrants, description				Redemption of warrants for cash when the price per Class A common stock price equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Common stock per warrant				0.361
Subject to vesting and forfeiture (in Shares)				763,908
Transaction costs \| $				$ 8,299,000
Forward Purchase Agreement [Member]
Business Combination (Details) [Line Items]
Change in fair market value (in Shares)	1,700,000
Fair value estimated \| $	$ 4,200,000		4,200,000	4,200,000
Change in fair value of derivative instruments \| $			384,000	384,000
Sponsor Letter Agreement [Member]
Business Combination (Details) [Line Items]
Fair value estimated \| $	4,600,000		4,600,000	4,600,000
Change in fair value of derivative instruments \| $			1,100,000	1,100,000
Percentage of common stock subject to vesting and forfeiture		10.00%
Block 1 Opal Earnout Shares [Member]
Business Combination (Details) [Line Items]
Change in fair market value (in Shares)		5,000,000
EBITDA trigger \| $		$ 238,000,000
Block 2 Opal Earnout Shares [Member]
Business Combination (Details) [Line Items]
Change in fair market value (in Shares)		5,000,000
EBITDA trigger \| $		$ 446,000,000
Opal Earnout Shares [Member]
Business Combination (Details) [Line Items]
Fair value estimated \| $	$ 34,900,000		34,900,000	34,900,000
Change in fair value of derivative instruments \| $			$ 5,300,000	$ 5,300,000
ArcLight Clean Transition Corp II ("Arclight") [Member]
Business Combination (Details) [Line Items]
Trust account \| $		$ 9,700,000
Meteora Capital Partners [Member] \| Forward Purchase Agreement [Member]
Business Combination (Details) [Line Items]
Repurchase shares (in Shares)		2,000,000
Price per share (in Dollars per share) \| $ / shares	$ 10.02	$ 10.02	$ 10.02	$ 10.02
Change in fair market value (in Shares)		2,000,000
Shares sold (in Shares)	340,000		340,000	340,000
Public Warrants [Member]
Business Combination (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 11.5		$ 11.5	$ 11.5
Change in fair value of derivative instruments \| $			$ 3,578,000	$ 3,578,000
Warrants outstanding (in Shares)	6,223,261		6,223,261	6,223,261
Fair value \| $	$ 9,024,000		$ 9,024,000	$ 9,024,000
Private Warrants [Member]
Business Combination (Details) [Line Items]
Change in fair value of derivative instruments \| $			$ 5,309,000	$ 5,309,000
Warrants outstanding (in Shares)	9,223,261		9,223,261	9,223,261
Fair value \| $	$ 13,388,000		$ 13,388,000	$ 13,388,000
Class A Common Stock [Member]
Business Combination (Details) [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Exercise price per share (in Dollars per share) \| $ / shares		11.5
Common stock, shares outstanding (in Shares)	25,671,390		25,671,390	25,671,390		0
Redemption of warrants, description				Redemption of warrants for Class A common stock when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ●if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ●if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Class A Common Stock [Member] \| Sponsor Letter Agreement [Member]
Business Combination (Details) [Line Items]
Percentage of common stock subject to vesting and forfeiture	10.00%		10.00%	10.00%
Class A Common Stock [Member] \| ArcLight Clean Transition Corp II ("Arclight") [Member]
Business Combination (Details) [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares		$ 0.0001
Class A Common Stock [Member] \| Opal Fuels [Member]
Business Combination (Details) [Line Items]
Common stock, shares outstanding (in Shares)		25,671,390
Class A Common Stock [Member] \| PIPE Investors [Member]
Business Combination (Details) [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares		$ 0.0001
Price per share (in Dollars per share) \| $ / shares		$ 10
Class A Common Stock [Member] \| ARCC Beacon LLC ("Ares") [Member]
Business Combination (Details) [Line Items]
Stock issued (in Shares)		3,059,533
Class A Common Stock [Member] \| Meteora Capital Partners [Member] \| Forward Purchase Agreement [Member]
Business Combination (Details) [Line Items]
Common stock, shares outstanding (in Shares)		2,000,000
Class B Common Shares [Member]
Business Combination (Details) [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares outstanding (in Shares)
Class B Common Shares [Member] \| Opal Fuels [Member]
Business Combination (Details) [Line Items]
Common stock, shares outstanding (in Shares)				144,399,037
Class D Common Stock [Member]
Business Combination (Details) [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares outstanding (in Shares)	144,399,037		144,399,037	144,399,037		144,399,037
Class D Common Stock [Member] \| ArcLight Clean Transition Corp II ("Arclight") [Member]
Business Combination (Details) [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares		$ 0.0001
Class D Common Stock [Member] \| Opal Fuels [Member]
Business Combination (Details) [Line Items]
Stock issued (in Shares)		144,399,037
Class D Common Stock [Member] \| PIPE Investors [Member]
Business Combination (Details) [Line Items]
Stock issued (in Shares)		11,080,600
Class D Common Stock [Member] \| Opal Fuels Stockholders [Member]
Business Combination (Details) [Line Items]
Stock issued (in Shares)		144,399,037
ArcLight Class A Common Stock [Member] \| Meteora Capital Partners [Member] \| Forward Purchase Agreement [Member]
Business Combination (Details) [Line Items]
Stock issued (in Shares)		2,000,000
Series of Individually Immaterial Business Acquisitions [Member]
Business Combination (Details) [Line Items]
Expire term	5 years		5 years	5 years
Transaction costs \| $	$ 8,041		$ 8,041	$ 8,041
Series of Individually Immaterial Business Acquisitions [Member] \| Meteora Capital Partners [Member]
Business Combination (Details) [Line Items]
Escrow \| $		$ 20,040,000
Series of Individually Immaterial Business Acquisitions [Member] \| OPAL Fuels [Member]
Business Combination (Details) [Line Items]
Transaction costs \| $	$ 1,730		$ 1,730	$ 1,730

Business Combination (Details) - Schedule of business combination to the condensed consolidated statements of cash flows
$ in Thousands

9 Months Ended

Dec. 31, 2022

USD ($)

Schedule Of Business Combination To The Condensed Consolidated Statements Of Cash Flows Abstract

Cash proceeds from Arclight, net of redemptions

$ 17,775

Cash proceeds from PIPE investors

110,806

Cash in escrow account for the Forward Purchase Agreement

20,040

Less: transaction costs and under writing fees paid

(9,771)

^[1]

Cash acquired from Business Combination

138,850

Less: warrant liabilities

(13,524)

Less: earnout liabilities

(45,900)

Less: put option with Meteora

(4,600)

Less: Deferred financing costs recorded in additional paid-in-capital

(6,569)

^[2]

Net cash from Business Combination recorded in Stockholders’ equity

$ 68,257

[1]	Includes $8,041 of Sponsor specific transaction costs paid at closing.
[2]	Excludes $1,730 of transaction costs paid at closing and recorded on OPAL Fuels’ condensed consolidated balance sheet prior to closing.

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding

Sep. 30, 2022

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding [Line Items]

Total shares issued upon closing of Business Combination

25,671,390

170,070,427

Class A - Public Stockholders [Member]

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding [Line Items]

Class A - Sponsor Shares [Member]

1,752,181

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding [Line Items]

Class A - PIPE Investors [Member]

7,779,076

^[1]

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding [Line Items]

Class A - Forward Purchase Agreement [Member]

11,080,600

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding [Line Items]

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding [Line Items]

2,000,000

Class A - Area [Member]

Class D - Opal Fuels Equity Holders [Member]

3,059,533

Business Combination (Details) - Schedule of total number of shares of the company’s class A common stock outstanding [Line Items]

Investment in Other Entities (Details) - Schedule of net income from equity method investments [Line Items]

144,399,037

[1]	Includes 763,908 Sponsor Earnout Awards subject to vesting and forfeiture conditions.

Investment in Other Entities (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 15, 2022	Aug. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Investment in Other Entities (Details) [Line Items]
Note receivable		$ 10,450					$ 9,200
Proceeds from notes receivable	$ 11,555
Proceeds received from paid-in-kind interest	701						288
Proceeds from prepayment of penalty	$ 545
Gain on redemption of note receivable			1,943		1,943
Decrease in interest and financing expense			95		841
Note receivable - variable fee component			1,865		1,865		$ 1,656
Reynolds [Member]
Investment in Other Entities (Details) [Line Items]
Ownership interest rate		100.00%
Note receivable		$ 10,450
Interest rate		12.50%
Percentage of note receivable payable in cash		8.00%
Payment-in-kind interest of equity method investment rate		4.50%
Decrease in interest and financing expense			$ 73		$ 136
Percentage of revenue based distributions of note receivable		4.25%
Maximum amount of revenue based distributions over term of debt		$ 4,500
Note receivable - variable fee component		$ 1,538

Investment in Other Entities (Details) - Schedule of Equity Method Investments - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Total investment in other entities	$ 48,708	$ 47,150
Pine Bend [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Total investment in other entities	$ 20,730	21,188
Noble Road [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Total investment in other entities	$ 24,053	24,516
GREP [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	20.00%
Total investment in other entities	$ 3,925	$ 1,446

Investment in Other Entities (Details) - Schedule of net income from equity method investments - GREP [Member] - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Revenue

^[1]

$ 42,158

$ 47,247

$ 14,181

Gross profit

33,053

34,665

6,459

Net income

31,356

29,615

5,400

Net income from equity method investments

^[2]

$ 3,694

$ 3,658

$ 2,392

[1]	Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the three and nine months ended September 30, 2022.
[2]	Net income from equity method investments represents our portion of the net income from equity method investments in Pine Bend, Noble Road and GREP for the three and nine months ended September 30, 2022 and Beacon for the three and nine months ended September 30, 2021.

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 18: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1,2)
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 23: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 29: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Property, Plant, and Equipment, Net [Abstract]
Depreciation expense	$ 8,986	$ 6,163

Property, Plant, and Equipment, Net (Details) - Summary of property, plant, and equipment, net - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 347,831	$ 259,480
Less: accumulated depreciation	(97,476)	(89,710)
Property, plant, and equipment, net	250,355	169,770
Plant and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	203,382	161,387
CNG/RNG Fueling Stations [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	34,494	27,892
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	102,205	62,616
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	2,585	2,544
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	1,303	1,303
Service equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	1,692	1,521
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	815	815
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	313	407
Office furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	307	302
Computer software [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	277	277
Other [Member]
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 458	$ 416

Intangible Assets, Net (Details) - USD ($) $ in Thousands	9 Months Ended
Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Intangible Assets, Net (Details) [Line Items]
Municipality loan	$ 121		$ 194
Amortization expense	595	$ 346
Loans Payable [Member]
Intangible Assets, Net (Details) [Line Items]
Municipality loan	$ 121

Intangible Assets, Net (Details) - Schedule of Intangible Assets with Definite Lives - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Cost	$ 11,449	$ 11,449
Accumulated Amortization	(9,183)	(8,588)
Intangible Assets, Net	2,266	2,861
Power Purchase Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	8,999	8,999
Accumulated Amortization	(7,436)	(6,986)
Intangible Assets, Net	$ 1,563	$ 2,013
Weighted Average Amortization Period (Years)	18 years 1 month 6 days	18 years 1 month 6 days
Transmission/Distribution Interconnection [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,600	$ 1,600
Accumulated Amortization	(945)	(865)
Intangible Assets, Net	$ 655	$ 735
Weighted Average Amortization Period (Years)	15 years 1 month 6 days	15 years 1 month 6 days
CNG sales contract [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 807	$ 807
Accumulated Amortization	(779)	(719)
Intangible Assets, Net	$ 28	$ 88
Weighted Average Amortization Period (Years)	10 years	10 years
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 43	$ 43
Accumulated Amortization	(23)	(18)
Intangible Assets, Net	$ 20	$ 25
Weighted Average Amortization Period (Years)	5 years	5 years

Intangible Assets, Net (Details) - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets $ in Thousands	Sep. 30, 2022 USD ($)
Schedule Of Estimated Future Amortization Expense For Definite Lived Intangible Assets Abstract
Three months ended December 31, 2022	$ 198
2023	465
2024	275
2025	266
2026	238
Thereafter	824
Total	$ 2,266

Goodwill (Details) - Schedule of summarizes the changes in goodwill $ in Thousands	Sep. 30, 2022 USD ($)
Goodwill [Line Items]
Balance at December 31, 2021	$ 54,608
Balance at September 30, 2022	54,608
RNG Fuel [Member]
Goodwill [Line Items]
Balance at December 31, 2021	51,155
Balance at September 30, 2022	51,155
Fuel Station Services [Member]
Goodwill [Line Items]
Balance at December 31, 2021	3,453
Balance at September 30, 2022	$ 3,453

Borrowings (Details) - Schedule of principal maturities of debt [Line Items]

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Borrowings (Details) - USD ($) $ / shares in Units, $ in Thousands							1 Months Ended							3 Months Ended		5 Months Ended	9 Months Ended
	Oct. 12, 2022	Aug. 04, 2022	Jul. 21, 2022	Oct. 08, 2021	Sep. 27, 2021	Aug. 27, 2020	Oct. 31, 2022	Sep. 30, 2022	Jul. 31, 2022	Mar. 31, 2022	Feb. 28, 2022	Oct. 31, 2021	Sep. 21, 2015	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 29, 2022	Aug. 31, 2022	Jul. 19, 2022	Dec. 31, 2021	Oct. 22, 2021	May 01, 2021
Borrowings (Details) [Line Items]
Senior secured credit facility, description													On September 21, 2015, FM3, an indirect wholly-owned subsidiary of the Company, entered into a senior secured credit facility (the “Senior Secured Credit Facility”) as a borrower and a syndicate of lenders, which provides for an aggregate principal amount of $150,000, consisting of (i) a term loan of $125,000 ( “Term Loan Facility”) and a (ii) working capital letter of credit facility (the “Working Capital Facility”) of up to $19,000 and a (iii) debt service reserve and liquidity facility of up to $6,000. The Company paid $14,300 to the lenders in connection with the transaction.
Principal amount													$ 150,000
Credit facility term loan								$ 70,179						$ 70,179			$ 70,179					$ 73,869
Fixed margin percentage																	3.75%
Minimum required debt service coverage ratio				1.00%				1.00%						1.00%			1.00%
Repayment of senior secured credit facility																	$ 3,674	$ 3,835
Cash dividends received																	126	139
Long-term asset								$ 489						$ 489			489					489
Term loan agreement						$ 20,000																	$ 125,000
Proceeds from OPAL term loan											$ 15,000						27,500
Maximum borrowing capacity under extended term																			$ 25,000
Convertible note payable								$ 27,964						$ 27,964			27,964
Company recorded																	$ 151	$ (2,250)
Weighed average effective interest rate															3.00%			3.00%
Percentage convertible note payable															8.00%			8.00%
Variable Rate, Fixed Margin, Period Two [Member]
Borrowings (Details) [Line Items]
Fixed margin percentage				3.00%
London Interbank Offered Rate (LIBOR) [Member]
Borrowings (Details) [Line Items]
Fixed margin percentage				3.25%
Senior Secured Credit Facility [Member]
Borrowings (Details) [Line Items]
Fixed margin percentage				2.75%
Minimum required debt service coverage ratio								1.10%						1.10%			1.10%
Repayment of senior secured credit facility				$ 5,182
Outstanding letters of credit								$ 7,971						$ 7,971			$ 7,971					7,823
Weighed average effective interest rate														6.80%			5.40%
Senior Secured Credit Facility [Member] \| Minimum [Member]
Borrowings (Details) [Line Items]
Interest rate percentage															3.14%
Senior Secured Credit Facility [Member] \| Maximum [Member]
Borrowings (Details) [Line Items]
Interest rate percentage															3.26%
Construction Loans [Member]
Borrowings (Details) [Line Items]
Term loan agreement																					$ 20,000
Minimum current ratio (in Dollars per share)																	$ 1
Minimum required debt service coverage ratio (in Dollars per share)																	$ 1.25
Balance sheet fair value								$ 23,000						$ 23,000			$ 23,000					17,524
Interest rate percentage														7.81%			9.00%
Construction Loans [Member] \| Minimum [Member]
Borrowings (Details) [Line Items]
Effective interest rate						7.75%
Construction Loans [Member] \| Prime Rate [Member]
Borrowings (Details) [Line Items]
Fixed margin percentage						3.50%
Permanent Loan [Member]
Borrowings (Details) [Line Items]
Term loan agreement																					$ 23,000
Interest rate on loan								7.68%						7.68%			7.68%
Payment of quarterly amortization																	$ 954
Payment of interest and debt reserve accounts																	$ 3,482
Convertible Notes Payable [Member]
Borrowings (Details) [Line Items]
Term loan agreement																								$ 50,000
Interest rate on loan								8.00%						8.00%			8.00%							8.00%
Percentage of notes converted									50.00%
Redeemed outstanding debt									$ 30,595
Fair value of debt																								$ 55,410
Balance sheet fair value								$ 27,964						$ 27,964			$ 27,964					58,710
Company recorded														(2,261)			$ (151)
Prepayment penalty percentage			10.00%
Interest expense, net of pre-payment penalty														$ 2,906
Interest expense															$ 1,362	$ 2,250		$ 2,250
Loans Payable [Member]
Borrowings (Details) [Line Items]
Interest rate on loan								3.00%						3.00%			3.00%
Balance sheet fair value								$ 121						$ 121			$ 121					278
Payments																	$ 1,600
Weighed average effective interest rate														3.00%			3.00%
Sunoma [Member] \| Construction Loans [Member]
Borrowings (Details) [Line Items]
Financing fees paid						$ 635
Opal Term Loan [Member]
Borrowings (Details) [Line Items]
Term loan agreement																				$ 105,000
Borrowing loan								10,000						$ 10,000			$ 10,000
Proceeds from OPAL term loan																	12,500
Opal Term Loan [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Term loan agreement																							125,000
Borrowing loan																							90,000
Additional borrowing capacity																							$ 35,000
Proceeds from OPAL term loan												$ 75,000					12,500
Balance sheet fair value								91,223						$ 91,223			$ 91,223					75,000
Weighed average effective interest rate														6.40%			5.20%
Opal Term Loan [Member] \| Secured Debt [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Borrowings (Details) [Line Items]
Fixed margin percentage																	3.00%
Opal Term Loan [Member] \| OPAL Fuels Intermediate Holding Company LLC ("OPAL Intermediate Holdco") [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Percentage to be repaid										1.79%
Repayments of loan										$ 1,611
Additional period payment								700
Opal A-2 Term Commitments [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Maximum borrowing capacity under extended term																			$ 10,000
Opal Term Loan II, Delayed Term Loan ("DDTL") Facility [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Term loan agreement		$ 100,000
Term of loan		2 years
Aggregate principal amount																	2.50%
Opal Term Loan II, Debt Service Reserve ("DSR") Facility [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Term loan agreement		$ 5,000
Opal Term Loan II [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Financing fees paid		2,200
Third party fees		$ 1,322
Opal Term Loan II [Member] \| Secured Debt [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Borrowings (Details) [Line Items]
Fixed margin percentage																	3.50%
Common Class A [Member] \| Convertible Notes Payable [Member]
Borrowings (Details) [Line Items]
Company shares (in Shares)									3,059,533
Subsequent Event [Member] \| Opal Term Loan [Member]
Borrowings (Details) [Line Items]
Proceeds from OPAL term loan							$ 12,500
Subsequent Event [Member] \| Opal Term Loan [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Borrowing loan							10,000
Proceeds from OPAL term loan	$ 12,500						$ 12,500
Debt Instrument, Covenant, Period One [Member] \| Opal Term Loan [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Minimum liquidity										15,000
Debt Instrument, Covenant, Period Two [Member] \| Opal Term Loan [Member] \| Secured Debt [Member]
Borrowings (Details) [Line Items]
Minimum liquidity										$ 10,000
Secured Debt [Member] \| Senior Secured Credit Facility - Term Loan [Member] \| Senior Secured Credit Facility [Member]
Borrowings (Details) [Line Items]
Balance sheet fair value								70,179						$ 70,179			$ 70,179					73,869
Secured Debt [Member] \| Senior Secured Credit Facility - Term Loan [Member] \| FM3 [Member] \| Senior Secured Credit Facility [Member]
Borrowings (Details) [Line Items]
Percentage to be repaid				1.00%
Repayments of loan				$ 125,000
Secured Debt [Member] \| Senior Secured Credit Facility - Working Capital Facility [Member] \| Senior Secured Credit Facility [Member]
Borrowings (Details) [Line Items]
Commitment fee on unused portion																		0.75%
Letter of Credit [Member] \| Senior Secured Credit Facility - Working Capital Facility [Member] \| Senior Secured Credit Facility [Member]
Borrowings (Details) [Line Items]
Reduce the amount borrowed				$ 7,500
Working capital facility								7,500						7,500			$ 7,500					7,500
Commitment fee on unused portion																	0.75%
Balance sheet fair value								$ 7,500						$ 7,500			$ 7,500					$ 7,500
Revolving Credit Facility [Member] \| TruStar Revolver Credit Facility Effective September 2021 [Member] \| Line of Credit [Member]
Borrowings (Details) [Line Items]
Aggregate amount					$ 10,000
Interest rate percentage																		1.52%
Revolving Credit Facility [Member] \| TruStar Revolver Credit Facility Effective September 2021 [Member] \| Line of Credit [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Borrowings (Details) [Line Items]
Fixed margin percentage					1.00%

Borrowings (Details) - Schedule of borrowings under the various debt facilities - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Borrowings (Details) - Schedule of borrowings under the various debt facilities [Line Items]
Non-current borrowings	$ 82,896	$ 134,083
Sunoma Loan [Member]
Borrowings (Details) - Schedule of borrowings under the various debt facilities [Line Items]
Long-term debt, gross	23,000	17,524
Less: unamortized debt issuance costs	(920)	(569)
Less: current portion		(756)
Non-current borrowings	22,080	16,199
Convertible Notes Payable [Member]
Borrowings (Details) - Schedule of borrowings under the various debt facilities [Line Items]
Long-term debt, gross	27,964	58,710
Less: current portion	(27,964)
Non-current borrowings		58,710
Municipality Loan [Member]
Borrowings (Details) - Schedule of borrowings under the various debt facilities [Line Items]
Long-term debt, gross	121	278
Less: current portion	(121)	(194)
Non-current borrowings		84
Opal Term Loan [Member] \| Secured Debt [Member]
Borrowings (Details) - Schedule of borrowings under the various debt facilities [Line Items]
Long-term debt, gross	91,223	75,000
Less: unamortized debt issuance costs	(1,975)	(2,485)
Less: current portion	(28,432)	(13,425)
Non-current borrowings	60,816	59,090
Secured Debt [Member] \| Senior Secured Credit Facility - Term Loan [Member] \| Senior Secured Credit Facility [Member]
Borrowings (Details) - Schedule of borrowings under the various debt facilities [Line Items]
Long-term debt, gross	70,179	73,869
Less: unamortized debt issuance costs		(724)
Less: current portion	(70,179)	(73,145)
Non-current borrowings
Letter of Credit [Member] \| Senior Secured Credit Facility - Working Capital Facility [Member] \| Senior Secured Credit Facility [Member]
Borrowings (Details) - Schedule of borrowings under the various debt facilities [Line Items]
Long-term debt, gross	7,500	7,500
Less: current portion	(7,500)	(7,500)
Non-current borrowings

Borrowings (Details) - Schedule of principal maturities of debt
$ in Thousands

Sep. 30, 2022

USD ($)

Senior Secured Credit Facility [Member]

$ 113,331

28,751

31,544

31,938

3,801

10,622

219,987

Borrowings (Details) - Schedule of principal maturities of debt [Line Items]

Construction Loans [Member]

77,679

77,679

Borrowings (Details) - Schedule of principal maturities of debt [Line Items]

Convertible Notes Payable [Member]

953

3,812

3,812

3,801

10,622

23,000

Borrowings (Details) - Schedule of principal maturities of debt [Line Items]

Borrowings (Details) - Schedule of principal maturities of debt [Line Items]

27,964

^[1]

^[1]

^[1]

^[1]

^[1]

^[1]

27,964

^[1]

Loans Payable [Member]

Borrowings (Details) - Schedule of principal maturities of debt [Line Items]

121

Opal Term Loan [Member]

Borrowings (Details) - Schedule of interest expense [Line Items]

7,633

27,732

27,732

28,126

$ 91,223

[1]	The Convertible Note Payable is redeemable on demand at the option of the Company or the lender.

Borrowings (Details) - Schedule of interest expense - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Commitment fees and other finance fees

$ 401

$ 99

$ 605

$ 378

Amortization of deferred financing cost

616

201

1,514

678

Interest income on loan receivable

(612)

(194)

(1,512)

(206)

Total interest expense

776

2,354

7,184

5,659

Senior Secured Credit Facility [Member]

Borrowings (Details) - Schedule of interest expense [Line Items]

Municipality Loan [Member]

1,100

716

2,540

2,050

Borrowings (Details) - Schedule of interest expense [Line Items]

Convertible Notes Payable Mark-to-Market [Member]

Borrowings (Details) - Schedule of interest expense [Line Items]

Borrowings (Details) - Schedule of interest expense [Line Items]

^[1]

(2,261)

1,362

(151)

2,250

Sunoma Loan [Member]

Borrowings (Details) - Schedule of interest expense [Line Items]

^[2]

424

1,335

Opal Term Loan [Member]

Revolving Credit Facility [Member] | TruStar Revolving Credit Facility [Member] | Line of Credit [Member]

1,107

2,850

Borrowings (Details) - Schedule of interest expense [Line Items]

$ 168

$ 502

[1]	The mark-to-market on the Convertible Note Payable is negative for the three and nine months ended September 30, 2022 as the prepayment penalty is no longer applicable upon completion of the Business Combination. The change in fair value of the Convertible Note Payable recorded for the three months ended September 30, 2022 was $2,906.
[2]	The interest on Sunoma Loan was capitalized during the construction phase of the RNG facility. Sunoma became operational in December 2021. Therefore, the interest for the three and nine months ended September 30, 2022 has been expensed.

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases (Details) [Line Items]
Lease renewal term			36 months
Additional lease renew term			24 months
Rent expense	$ 359	$ 201	$ 1,050	$ 604
Vehicles [Member] \| Minimum [Member]
Leases (Details) [Line Items]
Lease renewal term			48 months
Vehicles [Member] \| Maximum [Member]
Leases (Details) [Line Items]
Lease renewal term			60 months

Leases (Details) - Schedule of future minimum lease payments $ in Thousands	Sep. 30, 2022 USD ($)
Schedule Of Future Minimum Lease Payments Abstract
Three months ending December 31, 2022	$ 228
2023	987
2024	937
2025	852
2026	183
Total	$ 3,187

Derivative Financial Instruments and Fair Value Measurements (Details)	1 Months Ended	9 Months Ended
	Dec. 31, 2018 MWh	Sep. 30, 2022 USD ($) $ / shares	Aug. 31, 2022 USD ($)	Aug. 16, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020	Nov. 30, 2019 ؋ / MWh
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Notional amount (in Dollars)		$ 61,926,000
Fixed interest rate
Long-term debt (in Dollars)		$ 82,896,000			134,083,000
Warrants at a conversion price (in Dollars per share) \| $ / shares		$ 0.1
Private warrants		20 days
Weighted average closing price (in Dollars per share) \| $ / shares		$ 9.68
Minimum [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Warrant if the share price exceeds (in Dollars per share) \| $ / shares		10
Maximum [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Warrant if the share price exceeds (in Dollars per share) \| $ / shares		$ 18
Interest Rate Swap [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
The average annual fixed rate		2.50%				2.38%
Notional amount (in Dollars)			$ 61,926,000
Fixed interest rate			2.47%
Collateral balances (in Dollars)		$ 0			$ 0
Interest Rate Swaption [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Notional amount (in Dollars)				$ 13,074,000
Fixed interest rate				2.32%
Commodity Contract [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
MWh per year (in Megawatt-hours) \| MWh	34,554
Commodity Contract [Member] \| Minimum [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Contract prices (in Afghanis per Megawatt-hour) \| ؋ / MWh							35.75
Commodity Contract [Member] \| Maximum [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Contract prices (in Afghanis per Megawatt-hour) \| ؋ / MWh							51.25
Fair Value, Inputs, Level 3 [Member] \| Minimum [Member] \| Measurement Input, Discount Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Discount rates ranging		575
Fair Value, Inputs, Level 3 [Member] \| Maximum [Member] \| Measurement Input, Discount Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Discount rates ranging		0.085
Sponsor Earnout Shares [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Post-close period		5 years
Sponsor Earnout Shares [Member] \| Measurement Input, Share Price [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		8.28
Sponsor Earnout Shares [Member] \| Measurement Input, Price Volatility [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.65
Sponsor Earnout Shares [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.041
Sponsor Earnout Shares [Member] \| Measurement Input, Expected Term [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		4.8
Sponsor Earnout Shares [Member] \| Measurement Input, Expected Dividend Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0
Opal Earnout Shares [Member] \| Measurement Input, Share Price [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		8.28
Opal Earnout Shares [Member] \| Measurement Input, Price Volatility [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.60
Opal Earnout Shares [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.042
Opal Earnout Shares [Member] \| Measurement Input, Expected Term [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		2.2
Opal Earnout Shares [Member] \| Measurement Input, Expected Dividend Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0
Opal Earnout Shares [Member] \| Measurement Input, Cost Of Capital [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.16
Put Option [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Post-close period		6 months
Put Option [Member] \| Measurement Input, Share Price [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		8.28
Put Option [Member] \| Measurement Input, Price Volatility [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.80
Put Option [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.035
Put Option [Member] \| Measurement Input, Expected Term [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0.3
Put Option [Member] \| Measurement Input, Expected Dividend Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Closing stock price		0
Convertible Notes Payable [Member] \| Fair Value, Inputs, Level 3 [Member] \| Minimum [Member] \| Measurement Input, Discount Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Payable based on discount rates ranging		0.07
Convertible Notes Payable [Member] \| Fair Value, Inputs, Level 3 [Member] \| Maximum [Member] \| Measurement Input, Discount Rate [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Payable based on discount rates ranging		0.075
Cash Flow Hedging [Member] \| Interest Rate Swap [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) [Line Items]
Interest rate			2

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of interest rate swaps - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of interest rate swaps [Line Items]
Fixed rate
Notional Amount	$ 61,926
Interest rate swap One [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of interest rate swaps [Line Items]
Date	Aug. 04, 2027
Fixed rate	2.47%
Notional Amount	$ 41,284
Interest rate swap Two [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of interest rate swaps [Line Items]
Date	Aug. 04, 2027
Fixed rate	2.47%
Notional Amount	$ 20,642

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of derivatives fair values in the condensed consolidated balance sheets - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Derivatives designated as economic hedges:
Derivative assets (liabilities)	$ 1,397	$ (992)
Current portion of swaption [Member]
Derivatives designated as economic hedges:
Derivative assets (liabilities)	$ 246
Location of Fair Value Recognized in Balance Sheet	Derivative financial assets, current portion
Current portion of interest swaps [Member]
Derivatives designated as economic hedges:
Derivative assets (liabilities)	$ (38)	(992)
Location of Fair Value Recognized in Balance Sheet	Derivative financial liability, current portion
Current portion of the interest rate swaps [Member]
Derivatives designated as economic hedges:
Derivative assets (liabilities)	$ 1,189
Location of Fair Value Recognized in Balance Sheet	Derivative financial assets, current portion

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of derivative instruments on the condensed consolidated statement of operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Derivative Instruments On The Condensed Consolidated Statement Of Operations Abstract
Interest rate swaps	$ 1,580	$ 2,122	$ 954	$ 1,269
Swaption	246		246
Net periodic settlements	(1,631)	(2,149)	(677)	(1,279)
Change in fair value of derivative instruments, net	$ 195	$ (27)	$ 523	$ (10)

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of fair value of derivative instruments - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Offsetting Liabilities [Line Items]
Gross Amounts of Recognized Assets/(Liabilities)	$ 1,435
Gross Amounts Offset in the Balance Sheet
Net Amounts of Assets/(Liabilities) in the Balance Sheet	1,435
Interest Rate Swap [Member]
Offsetting Liabilities [Line Items]
Gross Amounts of Recognized Assets/(Liabilities)	1,189	$ (992)
Gross Amounts Offset in the Balance Sheet
Net Amounts of Assets/(Liabilities) in the Balance Sheet	1,189	$ (992)
Swaption [Member]
Offsetting Liabilities [Line Items]
Gross Amounts of Recognized Assets/(Liabilities)	246
Gross Amounts Offset in the Balance Sheet
Net Amounts of Assets/(Liabilities) in the Balance Sheet	$ 246

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of swap contracts	9 Months Ended
	Sep. 30, 2022 mJ ؋ / mJ
December 14, 2018 [Member]
Derivative [Line Items]
Period From	Jan. 01, 2019
Period To	Sep. 30, 2022
Notional Quantity per Year (“MWh”) \| mJ	34,554
Average Contract Price (per MWh) \| ؋ / mJ	66.12
October 28, 2021 [Member]
Derivative [Line Items]
Period From	Nov. 01, 2021
Period To	Dec. 31, 2022
Notional Quantity per Year (“MWh”) \| mJ	30,660
Average Contract Price (per MWh) \| ؋ / mJ	48.75
December 27, 2021 [Member]
Derivative [Line Items]
Period From	Jan. 01, 2022
Period To	Dec. 31, 2022
Notional Quantity per Year (“MWh”) \| mJ	26,280
Average Contract Price (per MWh) \| ؋ / mJ	50.75

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of commodity swaps on the condensed consolidated statements of operations - Revenues - Renewable power [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Commodity swaps - realized loss	$ (744)	$ (328)	$ (931)	$ 169
Commodity swaps - unrealized gain (loss)	161	(895)	(775)	(2,824)
Total realized and unrealized gain (loss)	$ (583)	$ (1,223)	$ (1,706)	$ (2,655)

Derivative Financial Instruments and Fair Value Measurements (Details) - Shedule of derivative assets and liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Current portion of unrealized gain on commodity swaps [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Shedule of derivative assets and liabilities [Line Items]
Fair Value	$ 382
Location of Fair value recognized in Balance Sheet, description	Derivative financial asset, current portion
Current portion of unrealized loss on commodity swaps [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Shedule of derivative assets and liabilities [Line Items]
Fair Value		$ (394)
Location of Fair value recognized in Balance Sheet, description	Derivative financial liability, current portion

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of change in fair value of other derivative liabilities statements of operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of change in fair value of other derivative liabilities statements of operations [Line Items]
Change in fair value of derivative instruments, net	$ (2,103)		$ (2,103)
Put option to Meteora [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of change in fair value of other derivative liabilities statements of operations [Line Items]
Change in fair value of derivative instruments, net	384		384
Sponsor Earnout Awards [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of change in fair value of other derivative liabilities statements of operations [Line Items]
Change in fair value of derivative instruments, net	1,100		1,100
OPAL Earnout Awards [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of change in fair value of other derivative liabilities statements of operations [Line Items]
Change in fair value of derivative instruments, net	5,300		5,300
Public Warrants [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of change in fair value of other derivative liabilities statements of operations [Line Items]
Change in fair value of derivative instruments, net	(3,578)		(3,578)
Private Warrants [Member]
Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of change in fair value of other derivative liabilities statements of operations [Line Items]
Change in fair value of derivative instruments, net	$ (5,309)		$ (5,309)

Derivative Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Liabilities:
Asset retirement obligation	$ 5,968	$ 5,738
Contingent consideration on acquisition of non-controlling interest		4,456
Convertible Note Payable	27,964	58,710
Put option with Meteora	4,216
Interest rate swaps	38	992
Commodity swap contracts	394	382
Derivative warrant liabilities	22,410
Earnout liabilities	39,500
Assets:
Swaption	246
Interest rate swaps	1,189
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Asset retirement obligation
Contingent consideration on acquisition of non-controlling interest
Convertible Note Payable
Put option with Meteora
Interest rate swaps
Commodity swap contracts
Derivative warrant liabilities
Earnout liabilities
Assets:
Swaption
Interest rate swaps
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Asset retirement obligation
Contingent consideration on acquisition of non-controlling interest
Convertible Note Payable
Put option with Meteora
Interest rate swaps	38	992
Commodity swap contracts	394	382
Derivative warrant liabilities
Earnout liabilities
Assets:
Swaption	246
Interest rate swaps	1,189
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Asset retirement obligation	5,968	5,738
Contingent consideration on acquisition of non-controlling interest		4,456
Convertible Note Payable	27,964	58,710
Put option with Meteora	4,216
Interest rate swaps
Commodity swap contracts
Derivative warrant liabilities	22,410
Earnout liabilities	39,500
Assets:
Swaption
Interest rate swaps

Related Parties (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		4 Months Ended	9 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Aug. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Apr. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Nov. 29, 2021
Related Parties (Details) [Line Items]
Contributions from members							$ 7,919
Distributions to members							3,695
Net loss						2,478
Accounts payable			$ 489			$ 489		$ 166
GREP BTB Holdings LLC (“GREP”) [Member]
Related Parties (Details) [Line Items]
Percentage of ownership		20.00%	20.00%			20.00%
Net loss			$ 3,034
BioTown Biogas LLC (“Biotown”) [Member] \| GREP BTB Holdings LLC (“GREP”) [Member]
Related Parties (Details) [Line Items]
Percentage of ownership		50.00%
Affiliated Entity [Member]
Related Parties (Details) [Line Items]
Transaction costs			1,518			$ 1,518
Deferred financing costs			26			26
Reynolds RNG LLC [Member]
Related Parties (Details) [Line Items]
Percentage of ownership interest acquired		100.00%
Cash payments		$ 12,020
Parent Company [Member]
Related Parties (Details) [Line Items]
Contributions from members						0	7,919
Distributions to members						0	3,695
Parent Company [Member] \| Administrative Services Agreement [Member] \| Fortistar LLC ("Fortistar") [Member]
Related Parties (Details) [Line Items]
Annual payment	$ 580
Affiliated Entity [Member] \| Hillman [Member]
Related Parties (Details) [Line Items]
Common units, shares issued (in Shares)									14
Total consideration									$ 30,000
Affiliated Entity [Member] \| GREP BTB Holdings LLC (“GREP”) [Member] \| Reynolds RNG LLC [Member]
Related Parties (Details) [Line Items]
Cash consideration		$ 1,570
Affiliated Entity [Member] \| Series A-1 Preferred Stock [Member] \| Hillman [Member]
Related Parties (Details) [Line Items]
Common units stock authorized (in Shares)									300,000
Paid-in-kind preferred dividend			2,658			5,093
Affiliated Entity [Member] \| Common Class B [Member] \| GREP BTB Holdings LLC (“GREP”) [Member] \| Reynolds RNG LLC [Member]
Related Parties (Details) [Line Items]
Equity investment held in shares (in Shares)		1,570
Affiliated Entity [Member] \| Environmental Processing Fees [Member] \| Beacon [Member]
Related Parties (Details) [Line Items]
Environmental processing fee					$ 632
Affiliated Entity [Member] \| Environmental Processing Fees [Member] \| Noble Road [Member]
Related Parties (Details) [Line Items]
Environmental processing fee			$ 80	$ 0		$ 322	$ 0

Related Parties (Details) - Schedule of selling general and administrative expenses - Costar Partners LLC ("Costar") [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Expenses from related parties	$ 1,382	$ 279	$ 3,846	$ 6,489
Staffing and management services [Member]
Related Party Transaction [Line Items]
Expenses from related parties	578	134	1,683	6,054
Rent - fixed compensation [Member]
Related Party Transaction [Line Items]
Expenses from related parties	168	145	442	435
IT services [Member]
Related Party Transaction [Line Items]
Expenses from related parties	$ 636		$ 1,721

Reportable Segments and Geographic Information (Details)	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Number of operating segments	4

Reportable Segments and Geographic Information (Details) - Schedule of operating segments - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Revenues:

$ 66,550

$ 47,184

$ 168,814

$ 104,968

(776)

(2,354)

(7,184)

(5,659)

3,258

2,613

9,816

6,672

Cash paid for Purchases of Property, Plant, and Equipment:

5,369

773

560

18,950

Cash paid for Purchases of Property, Plant, and Equipment

29,790

28,971

84,949

63,393

656,056

$ 380,844

RNG Fuel [Member]

Fuel Station Services [Member]

387,434

215,512

56,372

56,567

Corporate [Member]

Equity Method Investment(s) [Member]

120,888

17,887

48,708

47,150

Renewable Power [Member]

Revenues:

49,247

11,351

69,335

33,672

(1,440)

(1,043)

(3,559)

(3,113)

1,176

1,268

4,283

3,735

Cash paid for Purchases of Property, Plant, and Equipment:

1,098

(1,676)

(1,071)

(6,526)

Cash paid for Purchases of Property, Plant, and Equipment

500

1,800

42,654

$ 43,728

RNG Fuel [Member]

Revenues:

38,682

20,106

98,157

55,009

(189)

(240)

(24)

2,621

1,206

6,379

3,584

Cash paid for Purchases of Property, Plant, and Equipment:

12,137

8,233

25,779

12,743

Cash paid for Purchases of Property, Plant, and Equipment

25,937

18,452

76,496

52,874

Fuel Station Services [Member]

Revenues:

23,763

18,383

56,448

35,560

129

107

331

316

Cash paid for Purchases of Property, Plant, and Equipment:

2,109

2,807

5,523

5,488

Cash paid for Purchases of Property, Plant, and Equipment

3,353

10,519

6,653

10,519

Other [Member]

Revenues:

^[1]

166

293

^[2]

Intersegment [Member]

Revenues:

Equity Method Investment(s) [Member]

(3,150)

(2,662)

(8,172)

(5,147)

Revenues:

(42,158)

(47,247)

(14,181)

(699)

(1,272)

(1,059)

3,694

3,658

2,392

Corporate [Member]

853

(1,311)

(3,385)

(2,522)

Cash and cash equivalents

$ (13,669)

$ (8,591)

$ (33,329)

$ 4,853

[1]	Other includes revenues of Fortistar Contracting LLC.
[2]	Other includes amortization of intangible assets and depreciation expense not allocated to any segment.

Variable Interest Entities (Details) $ in Thousands	3 Months Ended	9 Months Ended
Variable Interest Entities (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other liabilities	$ 4,365	$ 4,365
Other income	$ 4,365	$ 4,365

Variable Interest Entities (Details) - Schedule of Variable Interest Entities - VIEs [Member] - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Current assets:

$ 10,045

$ 1,991

Accounts receivable, net

1,129

Restricted cash - current

7,623

Short term investments

15,411

Prepaid expenses and other current assets

268

113

Total current assets

34,476

2,144

Property, plant and equipment, net

50,099

27,794

Restricted cash, non-current

2,867

1,163

Total assets

87,442

31,101

Current liabilities:

Accounts payable

2,783

544

Accrued capital expenses

1,493

1,722

Sunoma Loan- current portion

756

Total current liabilities

4,276

3,022

Sunoma loan, net of debt issuance costs

22,080

16,199

Total liabilities

26,356

19,221

Equity

Stockholders’ equity

34,412

10,692

Non-redeemable non-controlling interests

^[1]

26,674

1,188

Total equity

61,086

11,880

Total Liabilities and Equity

$ 87,442

$ 31,101

[1]

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended	12 Months Ended
	Jul. 21, 2022 $ / shares shares	Nov. 29, 2021 shares	Dec. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) VOTE $ / shares shares	Dec. 31, 2021 $ / shares shares
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Common stock par or stated value per share (in Dollars per share) \| $ / shares	$ 0.0001
Additional paid-in capital (in Dollars) \| $				$ 68,257
Net of transaction costs (in Dollars) \| $				$ 6,569
Conversion of stock (in Shares)		300,000
Variable interest entity number of project subsidiary		4
Sale of stock number of shares subscribed (in Shares)		1,000,000
Sale of stock number of shares issued in transaction (in Shares)				1,000,000	0
Consideration received on transaction (in Dollars) \| $				$ 100,000
Payments of stock issuance costs (in Dollars) \| $			$ 267	$ 267
Preferred stock dividend rate, percentage				8.00%
Preferred stock dividend rate event of default, percentage				12.00%
Preferred stock dividend rate, event of default, increase for each event				2.00%
Preferred stock dividend rate, event of default, maximum after increases				20.00%
Preferred stock liquidation preference (in Dollars per share) \| $ / shares				$ 100
Preferred stock redemption price (in Dollars per share) \| $ / shares				100
Preferred stock conversion price (in Dollars per share) \| $ / shares				$ 100
Preferred stock redemption period after which redeemable				4 years
Preferred stock redemption period after fourth anniversary				30 days
Preferred stock dividend rate if failed to redeem				12.00%
Preferred stock dividend rate, increase to after one year if failed to redeem				14.00%
Preferred stock dividend rate, quarterly increase after one year if failed to redeem				2.00%
Preferred stock dividend rate if failed to redeem, maximum				20.00%
Preferred stock conversion, first year discount				20.00%
Preferred stock conversion, second year discount				25.00%
Preferred stock conversion, thereafter discount				30.00%
Preferred stock conversion, VWAP period				20 days
Temporary equity, redemption price per share (in Dollars per share) \| $ / shares				$ 8.47
Common Class A [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Common stock, shares issued (in Shares)			0	25,671,390	0
Common stock, shares outstanding (in Shares)			0	25,671,390	0
Common stock par or stated value per share (in Dollars per share) \| $ / shares	0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock number of votes (in VOTE) \| VOTE				1
Common Class D [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Common stock, shares issued (in Shares)			144,399,037	144,399,037	144,399,037
Common stock, shares outstanding (in Shares)			144,399,037	144,399,037	144,399,037
Common stock par or stated value per share (in Dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock number of votes (in VOTE) \| VOTE				5
Common Class B [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Common stock, shares issued (in Shares)
Common stock, shares outstanding (in Shares)
Common stock par or stated value per share (in Dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Common stock number of votes (in VOTE) \| VOTE				1
Common Class C [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Common stock, shares issued (in Shares)
Common stock, shares outstanding (in Shares)
Common stock par or stated value per share (in Dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Common stock number of votes (in VOTE) \| VOTE				5
Common stock conversion rate				1
Redeemable Preferred Stock [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Preferred stock conversion price (in Dollars per share) \| $ / shares				$ 100
Redeemable Noncontrolling Interest [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Temporary equity, accretion to redemption value (in Dollars) \| $				$ 1,160,723
Opal Fuels [Member] \| Common Class A [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Stock issued (in Shares)	25,671,390
Opal Fuels [Member] \| Common Class B [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Stock issued (in Shares)				144,399,037
Opal Fuels [Member] \| Class B Ordinary Share [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Stock issued (in Shares)				144,399,037
Voluntary Conversion [Member] \| Common Class D [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Common stock conversion rate				1
Automatic Conversion [Member] \| Common Class D [Member]
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) [Line Items]
Common stock conversion rate				1

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Details) - Changes in Redeemable Preferred Units $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Series A-1 Preferred Units [Member]
Temporary Equity [Line Items]
Beginning balance (in Shares) \| shares	300,000
Beginning balance	$ 30,210
Series A units issued by OPAL Fuels (in Shares) \| shares
Series A units issued by OPAL Fuels
Paid-in-kind dividends attributable to OPAL Fuels	1,752
Paid-in kind dividends attributable to Class A common stockholders	$ 68
Ending balance (in Shares) \| shares	300,000
Ending balance	$ 32,030
Series A Preferred Units [Member]
Temporary Equity [Line Items]
Beginning balance (in Shares) \| shares
Beginning balance
Series A units issued by OPAL Fuels (in Shares) \| shares	1,000,000
Series A units issued by OPAL Fuels	$ 100,000
Paid-in-kind dividends attributable to OPAL Fuels	3,031
Paid-in kind dividends attributable to Class A common stockholders	$ 242
Ending balance (in Shares) \| shares	1,000,000
Ending balance	$ 103,273