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United States securities and exchange commission logo
September 1, 2022
Ann Anthony
Chief Financial Officer
OPAL Fuels Inc.
One North Lexington Avenue
Suite 1450
White Plains, New York 10601
Re: OPAL Fuels Inc.
Registration
Statement on Form S-1
Filed August 11,
2022
File No. 333-266757
Dear Ms. Anthony:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. For each of the shares
being registered for resale, please disclose the price that the selling
securityholders paid
for such shares, or the securities overlying such shares.
2. Disclose the exercise
price of the private placement warrants compared to the market price
of the underlying
security. If the warrants are out the money, please disclose the
likelihood that warrant
holders will not exercise their warrants, or will not exercise them
for cash. Please also
state that the Sponsor, or its permitted transferees, has the option to
exercise the private
placement warrants on a cashless basis. We note your related
disclosure on page 110.
Provide similar disclosure in the prospectus summary, risk
Ann Anthony
FirstName LastNameAnn Anthony
OPAL Fuels Inc.
Comapany 1,
September NameOPAL
2022 Fuels Inc.
September
Page 2 1, 2022 Page 2
FirstName LastName
factors, MD&A and use of proceeds section and disclose that cash
proceeds, if any,
associated with the exercises of the warrants are dependent on the
stock price. As
applicable, describe the impact on your liquidity and update the
discussion on the ability
of your company to fund your operations on a prospective basis with
your current cash on
hand.
3. We note the significant number of redemptions of your Class A common
stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We
also note that some of
the shares being registered for resale were purchased by the selling
securityholders for
prices considerably below the current market price of the Class A
common stock.
Highlight the significant negative impact sales of shares on this
registration statement
could have on the public trading price of the Class A common stock.
Risk Factors
A significant portion of our total outstanding shares are restricted from
immediate resale but may
be sold into the market, page 35
4. Please expand this risk factor to highlight the negative pressure
potential sales of shares
pursuant to this registration statement could have on the public
trading price of the Class
A common stock. To illustrate this risk, disclose the purchase price
of the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Also disclose that even if the current
trading price is at or
below the SPAC IPO price, some of the selling securityholders could
have an incentive to
sell because they will still profit on sales because of the lower
price that they purchased
their shares than the public investors. In addition, describe the
restrictions on resale that
you reference in this risk factor.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
57
5. We note that the projected revenues for 2022 were $296 million, as set
forth in the
unaudited prospective financial information management prepared and
provided to the
ArcLight Board in connection with the evaluation of the Business
Combination. We also
note that your actual revenues for the six months ended June 30, 2022
were approximately
$102 million. It appears that you may miss your 2022 revenue
projection. Please update
your disclosure in Liquidity and Capital Resources, and elsewhere, to
provide updated
information about the company s financial position and any further
risks to the business
operations and liquidity in light of these circumstances. Please also
discuss any impact
missing your 2022 revenue projection would have on your budgeted
$368.0 million in
capital expenditures for the next 12 months as of June 30, 2022 that
you disclose on page
66, and how you intend to fund such capital expenditures.
Ann Anthony
FirstName LastNameAnn Anthony
OPAL Fuels Inc.
Comapany 1,
September NameOPAL
2022 Fuels Inc.
September
Page 3 1, 2022 Page 3
FirstName LastName
Overview, page 57
6. In light of the significant number of redemptions and the possibility
that the company will
not receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
7. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that institutional investors and officers and
directors that are beneficial
owners of a significant percentage of your outstanding shares will be
able to sell all of
their shares for so long as the registration statement of which this
prospectus forms a part
is available for use.
8. We note that your forward purchase agreement with Meteora Capital
Partners and its
affiliates provide those investors with the right to sell back shares
to the company at a
fixed price six months after the closing date of the business
combination. Please revise to
discuss the risks that these agreements may pose to other holders if
you are required to
buy back the shares of your common stock as described therein. For
example, discuss how
such forced purchases would impact the cash you have available for
other purposes and to
execute your business strategy.
Description of Securities
Warrants, page 104
9. Please update your disclosure regarding your agreement to file a
registration statement for
the registration, under the Securities Act, of the shares of Class A
common stock issuable
upon exercise of the Public Warrants.
General
10. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the Sponsor, private placement investors and
other selling
securityholders acquired their shares and warrants, and the price that
the public
securityholders acquired their shares and warrants. Disclose that
while the Sponsor,
private placement investors and other selling securityholders may
experience a positive
rate of return based on the current trading price, the public
securityholders may not
experience a similar rate of return on the securities they purchased
due to differences in
the purchase prices and the current trading price. Please also
disclose the potential profit
the selling securityholders will earn based on the current trading
price. Lastly, please
Ann Anthony
OPAL Fuels Inc.
September 1, 2022
Page 4
include appropriate risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or
Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
FirstName LastNameAnn Anthony
Division of
Corporation Finance
Comapany NameOPAL Fuels Inc.
Office of Energy &
Transportation
September 1, 2022 Page 4
cc: Edward M. Welch
FirstName LastName