|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
OPAL Fuels Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
68347P103 (CUSIP Number) |
Charles E. Sieving, Esq., EVP NextEra Energy, Inc., 700 Universe Boulevard Juno Beach, FL, 33408 561-694-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 68347P103 |
| 1 |
Name of reporting person
NEXTERA ENERGY INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,158,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Items 8, 10, 11: Reflects 2,158,547 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), owned by Mendocino Capital, LLC, a wholly owned subsidiary of NextEra Energy, Inc., a publicly traded company with its common stock listed on the New York Stock Exchange under the symbol "NEE".
Item 13: The percentage used herein and in the rest of this Schedule 13D is calculated based upon 28,996,177 shares of the Issuer's Class A Common Stock outstanding as of November 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
|
| CUSIP No. | 68347P103 |
| 1 |
Name of reporting person
Mendocino Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,158,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Items 8, 10, 11: Reflects 2,158,547 shares of Class A Common Stock owned by Mendocino Capital, LLC, a wholly owned subsidiary of NextEra Energy, Inc., a publicly traded company with its common stock listed on the New York Stock Exchange under the symbol "NEE".
Item 13: The percentage used herein and in the rest of this Schedule 13D is calculated based upon 28,996,177shares of the Issuer's Class A Common Stock outstanding as of November 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
OPAL Fuels Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
700 Universe Boulevard, Juno Beach,
FLORIDA
, 33408. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D relates to the Class A common stock, $0.0001 par value per share (the "Class A Common Stock"), of OPAL Fuels Inc. (the "Issuer"), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on August 1, 2022, as amended by Amendment No. 1 thereto on January 5, 2024 (as amended by such Amendment No. 1, the "Original Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Original Schedule 13D. This Amendment No. 2 is being filed solely to amend and restate Item 6 below to report the new information described in the final sentence of the third paragraph of Item 6, as well as to update the information contained in Item 2. | ||
| Item 2. | Identity and Background | |
| (c) | The second and third paragraphs of Item 2 of the Original Schedule 13D are hereby amended and restated as follows:
Schedule I attached hereto lists the directors and executive officers of NEE (the "Related Parties") and their respective principal occupation, address and citizenship.
During the last five years, the Reporting Person has not, and, to the Reporting Person's knowledge, none of the Related Parties has, (i) been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The second paragraph of Item 6 of the Original Schedule 13D is hereby amended and restated as follows:
In addition to the 2,158,547 shares of Class A Common Stock that are described herein, the Reporting Persons are the beneficial owners of 1,000,000 Series A Preferred Units of Opal Fuels LLC, which are directly owned by Mendocino. Opal Fuels LLC is an entity that directly or indirectly holds substantially all of the consolidated assets and business of the Issuer. In its capacity as the direct owner of such 1,000,000 Series A Preferred Units, Mendocino is a party to the limited liability company agreement of Opal Fuels LLC, which agreement (including the certificate of designations included therein with respect to the Series A Preferred Units) sets forth certain rights and obligations of the parties thereto with respect to the Series A Preferred Stock. The Second Amended & Restated LLC Agreement of Opal Fuels LLC (including the Series A Preferred Unit Certificate of Designations) was filed as Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer on July 27, 2022, is listed as Exhibit 99.2 below, and is incorporated herein by reference. On December 3, 2025, Mendocino provided written notice to Opal Fuels LLC, pursuant and subject to Opal Fuels LLC's Series A Preferred Unit Certificate of Designations, that Mendocino requests redemption, no later than 90 days after the date of such notice, of all Series A Preferred Units of Opal Fuels LLC held by Mendocino. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is
filed, and any amendments thereto filed by any or all of us, will be filed, on behalf of each of us.
Date: December 3, 2025
|
|
NEXTERA ENERGY, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Hickson
|
|
|
|
Name:
|
Mark Hickson
|
|
|
|
Title:
|
Executive Vice President, Corporate Development and Strategy
|
|
|
|
MENDOCINO CAPITAL, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Hickson
|
|
|
|
Name:
|
Mark Hickson
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
Schedule I
The name, present principal occupation or employment and citizenship of each of the directors and executive officers of NEE are set forth below.
The business address of each individual is c/o NextEra Energy, Inc., 700 Universe Boulevard, Juno Beach, Florida 33408
|
Name of Director of NEE
|
Principal Occupation or Employment
|
Citizenship
|
||
|
Nicole S. Arnaboldi
|
Partner at Oak Hill Capital Management
|
United States
|
||
|
James L. Camaren
|
Private investor
|
United States
|
||
|
Naren K. Gursahaney
|
Retired President and CEO of The ADT Corporation
|
United States
|
||
|
Kirk S. Hachigian
|
Retired Chairman of the Board of JELD-WEN Holding, Inc.
|
United States
|
||
|
Maria Henry
|
Retired Chief Financial Officer of Kimberly-Clark Corporation
|
United States
|
||
|
John W. Ketchum
|
Chairman, President and Chief Executive Officer of NEE
|
United States
|
||
|
Amy B. Lane
|
Retired Managing Director and Group Leader of Global Retailing Investment Banking Group of Merrill Lynch & Co., Inc.
|
United States
|
||
|
Geoffrey S. Martha
|
Chairman and Chief Executive Officer of Medtronic plc
|
United States
|
||
|
David L. Porges
|
Retired Chairman of the Board of Equitrans Midstream Corporation
|
United States
|
||
|
Dev Stahlkopf
|
Executive Vice President and Chief Legal Officer of Cisco Systems, Inc.
|
United States
|
||
|
John Arthur Stall
|
Retired President of NextEra Energy’s nuclear division
|
United States
|
||
|
Darryl L. Wilson
|
Retired Vice President, Commercial of GE Power, a business of GE
|
United States
|
||
|
Name of Executive Officer of NEE
|
Principal Occupation or Employment
|
Citizenship
|
||
|
Brian W. Bolster
|
President and Chief Executive Officer, NextEra Energy Resources
|
United States
|
||
|
Robert Coffey
|
Executive Vice President, Nuclear Division and Chief Nuclear Officer of NEE
|
United States
|
||
|
T. Kirk Crews
|
Executive Vice President, Chief Risk Officer of NEE
|
United States
|
||
|
Nicole Daggs
|
Executive Vice President, Human Resources and Corporate Services of NEE
|
United States
|
||
|
Michael Dunne
|
Executive Vice President, Finance and Chief Financial Officer of NEE
|
United States
|
||
|
William J. Gough
|
Vice President, Controller and Chief Accounting Officer of NEE
|
United States
|
||
|
Mark E. Hickson
|
Executive Vice President, Corporate Development and Strategy of NEE
|
United States
|
||
|
John W. Ketchum
|
Chairman, President and Chief Executive Officer of NEE
|
United States
|
||
|
Mark Lemasney
|
Executive Vice President, Power Generation Division of NEE
|
United States
|
||
|
James M. May
|
Treasurer and Assistant Secretary of NEE
|
United States
|
||
|
Armando Pimentel
|
Chief Executive Officer, Florida Power & Light Company
|
United States
|
||
|
Ronald R. Reagan
|
Executive Vice President, Engineering, Construction and Integrated Supply Chain of NEE
|
United States
|
||
|
Charles E. Sieving
|
Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer of NEE
|
United States
|