Altus Power, Inc.

The following table provides an overview of our solar generating facilities by state as of December 31, 2024:

State · Megawatts installed · Share, percentage

New York · 208 · 19.8

New Jersey · 185 · 17.7

Massachusetts · 150 · 14.3

California · 122 · 11.6

North Carolina · 67 · 6.4

Maine · 61 · 5.8

Minnesota · 60 · 5.7

South Carolina · 42 · 4.0

Hawaii · 34 · 3.2

All others · 119 · 11.5

Total · 1,048 · 100.0

• While our growth strategy includes seeking operating solar power generation assets and portfolios to add to our portfolio, we may not be successful in identifying or marking any acquisitions in the future. We may not realize the anticipated benefits of acquisitions, and integration of these acquisitions may disrupt our business and management.
• Our business is concentrated in certain markets, putting us at risk of region-specific disruptions.
• Our acquisition of solar project portfolios may not be as successful as acquiring the assets individually.
• Our growth depends in part on the success of our relationships with third parties.
• Our relationship with CBRE is continuing to develop and may not result in profitable long-term contracts with their referred clients.
• Failure to successfully recruit, hire and retain a sufficient number of employees and service providers in key functions would constrain our growth and our ability to timely complete customers’ projects and successfully manage customer accounts.
• Problems with product quality or performance may cause us to incur warranty expenses, damage our market reputation and prevent us from maintaining or increasing our market share.
• Our business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather.
• Threats of terrorism and catastrophic events that could result from terrorism, cyberattacks or individuals and/or groups attempting to disrupt our business, or the businesses of third parties, may materially adversely affect our business, financial condition, results of operations and prospects.
• Our ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events or company-specific events, as well as the financial condition of insurers.
• We may need to raise additional funds and these funds may not be available when needed.
• Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
• Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
• As an emerging growth company within the meaning of the Securities Act, we will utilize certain modified disclosure requirements, and we cannot be certain if these reduced requirements will make our common stock less attractive to investors.
• Our historical financial results may not be indicative of what our actual financial position or results of operations would have been if we were a public company.
• Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
• Risks Related to the Merger
• The Merger, the pendency of the Merger, our failure to consummate the Merger or a significant delay in the consummation of the Merger could have a material adverse effect on our business, results of operations, financial condition and the price of our Class A common stock.
• The Merger is subject to the approval of our stockholders as well as the satisfaction of certain closing conditions, including government consents and approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all.
• We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, customers and other third-party business partners.
• While the Merger is pending and the Merger Agreement is in effect, we are subject to restrictions on our business activities.
• The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.
• If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses.
• We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.
• Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.
• If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.
• If the Merger is not consummated on or before November 5, 2025, either the Company or Parent may terminate the Merger Agreement.
• Litigation and Regulatory Risks
• Our business, financial condition, results of operations and prospects may be materially adversely affected by the extensive regulation of our business.
• We are not currently regulated as an electric utility under applicable law in the jurisdictions in which we operate, but we may be subject to regulation as an electric utility in the future.
• The absence of net energy metering and related policies to offer competitive pricing to our customers in our current markets, and adverse changes to net energy metering policies, may significantly reduce demand for electricity from our solar energy systems.
• Our business depends in part on the regulatory treatment of third-party-owned solar energy systems.
• Existing electric utility industry regulations, and changes to regulations, may present technical, regulatory and economic barriers to the purchase and use of solar energy offerings that may significantly reduce demand for our solar energy offerings.
• Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant monetary penalties, operational delays and adverse publicity.
• We have previously been, and may in the future be, named in legal proceedings, become involved in regulatory inquiries or be subject to litigation, all of which are costly, distracting to our core business and could result in an unfavorable outcome or a material adverse effect on our business, financial condition, results of operations or the market price for our common stock.
• Product liability claims against us could result in adverse publicity and potentially significant monetary damages.
• A failure to comply with laws and regulations relating to our interactions with current or prospective community solar customers could result in negative publicity, claims, investigations and litigation, and adversely affect our financial performance.
• Changes in tax laws, guidance or policies, including, but not limited to, changes in corporate income tax rates, as well as judgments and estimates used in the determination of tax-related asset and liability amounts, could materially adversely affect our business, financial condition, results of operations and prospects.
• Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business and results of operations.
• Intellectual Property and Data Privacy Risks
• If we are unsuccessful in developing and maintaining our proprietary technology, our ability to attract and retain solar partners could be impaired, our competitive position could be harmed and our revenue could be reduced.
• Our business may be harmed if we fail to properly protect our intellectual property, and we may also be required to defend against claims or indemnify others against claims that our intellectual property infringes on the intellectual property rights of third parties.
• If we experience a significant disruption in our information technology systems, fail to implement new systems and software successfully or if we experience cyber security incidents or have a deficiency in cybersecurity, our business could be adversely affected.
• Any security breach or unauthorized disclosure or theft of personal information we gather, store and use, or other hacking and phishing attacks on our systems, could harm our reputation, subject us to claims or litigation and have an adverse impact on our business.
• Risks Relating to Our Financial Statements
• If we fail to maintain an effective system of internal control over financial reporting and other business practices, and of board-level oversight, we may not be able to report our financial results accurately or prevent and detect fraud and other improprieties. Consequently, investors could lose confidence in our financial reporting, and this may decrease the trading price of our stock.
• If we are unable to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
• A significant portion of our activities are conducted through variable interest entities (“VIEs”), and changes to accounting guidance, policies or interpretations thereof could cause us to materially change the presentation of our financial statements.
• Risks Related to Ownership of Our Securities
• Concentration of ownership among existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.
• Our stock price will be volatile, which could cause the value of your investment to decline.
• Anti-takeover provisions contained in our governing documents and applicable laws could impair a takeover attempt.
• Our Alignment Shares have been accounted for as derivative liabilities and have been recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock.
• We may issue additional shares of Class A common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.
• Our charter designates a state court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or with our directors, officers or employees and may discourage stockholders from bringing such claims.
• If, securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our Class A common stock adversely, then the price and trading volume of our Class A common stock could decline.
• General Risks
• Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations, resulting in a decline in the price of our common stock.
• Adverse economic conditions may have negative consequences on our business, results of operations and financial condition.
• We may not successfully implement our business model.
• Regulatory decisions that are important to us may be materially adversely affected by political, regulatory and economic factors.