Primary Offering Of
19,429,167 Shares of Common Stock
Secondary Offering of
156,463,281 Shares of Common Stock
This prospectus supplement amends and supplements the prospectus dated January 21, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-262072). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on January 19, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of (i) 10,062,500 shares of our Class A common stock that may be issued upon exercise of warrants to purchase Class A common stock at an exercise price of $11.00 per share (the “Public Warrants”) issued by CBRE Acquisition Holdings, Inc. (“CBAH”) in its initial public offering; and (ii) 9,366,667 shares of our Class A common stock that may be issued upon exercise of warrants at an exercise price of $11.00 per share that, in the case of 7,366,667 of such warrants, were originally sold to CBRE Acquisition Sponsor, LLC (the “Sponsor”) in a private placement consummated simultaneously with CBAH’s IPO, and, in the case of 2,000,000 of such warrants, were issued to the Sponsor in full settlement of a second amended and restated promissory note entered into between CBAH and the Sponsor (such 9,366,667 warrants, the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”).
The Prospectus and this prospectus supplement also relate to the offer and sale, from time to time, by the selling securityholders named in the Prospectus (the “Selling Securityholders”), or any of their permitted transferees, of (i) up to an aggregate of 9,366,667 shares of our Class A common stock that may be issued upon exercise of the Private Placement Warrants held by the Selling Securityholders; (iii) up to an aggregate of 42,500,000 shares of our Class A common stock that were issued to certain investors (collectively, the “PIPE Investors”) in a private placement in connection with the closing of the Business Combination (as defined herein); (iv) up to an aggregate of 89,999,976 shares of Class A common stock that were issued to certain affiliates of Altus (collectively, the “Altus Affiliates”) pursuant to the Business Combination Agreement (as defined herein); and (v) up to an aggregate 14,596,638 shares of Class A common stock issuable upon conversion (at the maximum conversion value) of all 1,408,750 of our Alignment Shares, or Class B common stock, par value $0.0001 per share (“Alignment Shares” or “Class B Common Stock”) held by certain Selling Securityholders. The Prospectus and this prospectus supplement also cover any additional securities that may become issuable by reason of stock dividends, stock splits, recapitalization or similar transactions.
We will not receive any proceeds from the sale of shares of Class A common stock or warrants by the Selling Securityholders pursuant to the Prospectus and this prospectus supplement, except with respect to amounts received by us upon exercise of the warrants to the extent such warrants are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to the Prospectus and this prospectus supplement.
Our registration of the securities covered by the Prospectus and this prospectus supplement does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by the Prospectus and this prospectus supplement in a number of different ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under the Prospectus and this prospectus supplement, is provided under “Selling Securityholders” and “Plan of Distribution” in the Prospectus.
You should read the Prospectus and any prospectus supplement or amendment carefully before you invest in our securities.
Our Class A common is listed on the New York Stock Exchange (the “NYSE”) under the symbol “AMPS”. On January 18, 2023, the closing price of our Class A common stock was $8.14 per share.
We are an “emerging growth company” as such term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 14 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 19, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K/A
(Amendment No. 2)
________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 11, 2022
___________________________________
Altus Power, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
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Delaware (State or other jurisdiction of incorporation or organization) | 001-39798 (Commission File Number) | 85-3448396 (I.R.S. Employer Identification Number) |
2200 Atlantic Street, 6th Floor Stamford, CT 06902 |
(Address of principal executive offices and zip code) |
(203) 698-0090 |
(Registrant's telephone number, including area code) |
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 | AMPS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Altus Power, Inc. (the “Company”) previously filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission (the “SEC”) on November 14, 2022, and an amendment to the Original 8-K with the SEC also on November 14, 2022. The Original 8-K disclosed the purchase of approximately 88 MWs of operating solar assets of D.E. Shaw Renewables Investments, L.L.C. through acquisitions of the membership interests in its single purpose entities: DESRI II Acquisition Holdings, L.L.C. and DESRI V Acquisition Holdings, L.L.C. (the “Acquisition”).
This Amendment No. 2 to the Original 8-K is being filed to provide the required financial statements under Rule 3-05 of Regulation S-X with respect to DESRI II Acquisition Holdings, L.L.C. and DESRI V Acquisition Holdings, L.L.C. Additionally, this report presents the required pro forma financial information reflecting the impact of the Acquisition on the Company.
The Company’s results with respect to DESRI II Acquisition Holdings, L.L.C. and DESRI V Acquisition Holdings, L.L.C. may be materially different from those expressed in this amended current report due to various factors, including but not limited to those discussed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31,2021, filed with the SEC on March 24, 2022 and Part II, Item 1A. Risk Factors in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed with the SEC on November 14, 2022.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of business acquired
The following financial statements and related notes are attached hereto as Exhibit 99.1:
•Audited consolidated balance sheets as of December 31, 2021 and 2020, and statements of operations, of redeemable non-controlling interest and equity, and of cash flows for the years then ended, for DESRI II Acquisition Holdings, L.L.C. and Subsidiaries.
•Audited consolidated balance sheets as of December 31, 2021 and 2020, and statements of operations, of redeemable non-controlling interest and equity, and of cash flows for the years then ended, for DESRI V Acquisition Holdings, L.L.C. and Subsidiaries.
•Unaudited condensed consolidated balance sheet as of September 30, 2022, and statement of operations, of equity, and of cash flows for the nine months then ended, for DESRI II Acquisition Holdings, L.L.C.
•Unaudited condensed consolidated balance sheet as of September 30, 2022, and statement of operations, of equity, and of cash flows for the nine months then ended, for DESRI V Acquisition Holdings, L.L.C.
(b) Pro forma financial information
The following pro forma financial information and related notes are attached hereto as Exhibit 99.2:
•Unaudited pro forma condensed combined balance sheet as of September 30, 2022.
•Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022.
•Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 23.1 | |
| 99.1 | |
| 99.2 | |