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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 20, 2022
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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) |
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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:
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☐ | 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 per share | AMPS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or in Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01 Other Events
In connection with our notice of redemption, which was delivered to holders of our public and private placement warrants (the “Warrants”) on September 15, 2022, holders of 8,462 public and private placement warrants exercised their Warrants with the payment of cash and the Company received $93,082 of cash proceeds. Holders of 5,323,643 public warrants and 9,366,667 private placement warrants exercised their Warrants on a cashless basis in exchange for 4,058,845 shares of Class A Common Stock per Warrant. A total of 100,209 Warrants remained unexercised as of October 17, 2022, the redemption date, and the Company redeemed those Warrants for an aggregate redemption price of $10,021.
In connection with the redemption, our public warrants stopped trading on the New York Stock Exchange on October 14, 2022 and were delisted. The redemption had no effect on the trading of the Company's Class A Common Stock, which continues to trade on the New York Stock Exchange under the symbol "AMPS."
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities.
Item 9.01 – Exhibits.
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| Exhibit No. | | Description |
| 99.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 20, 2022
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Altus Power, Inc. |
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By: | /s/ Gregg J. Felton |
Name: | Gregg J. Felton |
Title: | Co-Chief Executive Officer and Director |
Altus Power, Inc. Announces the Results of the
Completed Redemption of all Outstanding Public and Private Warrants
STAMFORD, CT, October 20, 2022 – Altus Power, Inc. (NYSE: AMPS) (“Altus Power” or the “Company”), the premier independent developer, owner and operator of commercial-scale solar facilities, today announced the results of the completed redemption of all of its outstanding public warrants (the "Public Warrants") and private warrants (the “Private Warrants” and together with the Public Warrants, the “Warrants”) to purchase shares of the Company's Class A common stock, par value $0.0001 per share (the “Class A Common Stock"), that were issued under the Warrant Agreement, dated December 10, 2020, by and between the Company (f/k/a CBRE Acquisition Holdings, Inc.) and Continental Stock Transfer & Trust Company as warrant agent. The Public Warrants were issued as part of the units sold in the Company's initial public offering (the "Offering”). The Private Warrants were issued in private placement that was conducted simultaneously with the Offering.
On September 15, 2022, the Company issued a press release stating that it would redeem all of the Warrants that remained outstanding after 5:00 p.m. New York City time on October 17 2022, (the “Redemption Date”) for a redemption price of $0.10 per Warrant.
In connection with our notice of redemption, which was delivered to all holders of the Warrants on September 15, 2022, holders of 8,462 public and private placement warrants exercised their Warrants with the payment of cash and the Company received $93,082 of cash proceeds. Holders of 5,323,643 public warrants and 9,366,667 private placement warrants exercised their Warrants on a cashless basis in exchange for 4,058,845 shares of Class A Common Stock per Warrant. A total of 100,209 Warrants remained unexercised as of the Redemption Date, and the Company redeemed those Warrants for an aggregate redemption price of $10,021.
In connection with the redemption, the Public Warrants stopped trading on the New York Stock Exchange on October 14,2022 and were delisted. The redemption had no effect on the trading of the Company's Class A Common Stock, which continues to trade on the New York Stock Exchange under the symbol "AMPS."
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of Altus Power’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Altus Power, Inc.
Altus Power, based in Stamford, Connecticut, is the premier commercial-scale clean electrification company, serving commercial, industrial, public sector and community solar customers with an end-to-end solution. Altus Power originates, develops, owns and operates locally sited solar generation, energy storage, and EV charging infrastructure across the nation, from Vermont to Hawaii. Visit www.altuspower.com to learn more.
Altus Power Contacts:
For Media:
Cory Ziskind
ICR, Inc.
AltusPowerPR@icrinc.com
For Investors:
Chris Shelton, Head of IR
Caldwell Bailey, ICR, Inc.
InvestorRelations@altuspower.com