OPAL Fuels Inc S-3, filed Sep 4, 2026

OPAL Fuels Inc. (OPAL)

S-3 2026-09-04

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Added on October 20, 2026

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Delaware						80-0990453
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒


TRADEMARKS			ii
SELECTED DEFINITIONS			ii
ABOUT THIS PROSPECTUS			v
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			vi
SUMMARY			1
RISK FACTORS			4
USE OF PROCEEDS			4
DESCRIPTION OF CAPITAL STOCK			4
DESCRIPTION OF WARRANTS			12
DESCRIPTION OF UNITS			14
LEGAL OWNERSHIP OF SECURITIES			15
PLAN OF DISTRIBUTION			18
LEGAL MATTERS			20
EXPERTS			20
WHERE YOU CAN FIND MORE INFORMATION			20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			21


			●			the offering price and aggregate number of warrants offered;

			●			the currency for which the warrants may be purchased;

			●			if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

			●			if applicable, the date on and after which the warrants and the related securities will be separately transferable;

			●			in the case of warrants to purchase Class A common stock or preferred stock, the number of shares of Class A common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;

			●			the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;

			●			the terms of any rights to redeem or call the warrants;

			●			any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

			●			the dates on which the right to exercise the warrants will commence and expire;


			●			the manner in which the warrant agreements and warrants may be modified;

			●			United States federal income tax consequences of holding or exercising the warrants;

			●			the terms of the securities issuable upon exercise of the warrants; and

			●			any other specific terms, preferences, rights or limitations of or restrictions on the warrants.


Alexander M. Schwartz, Esq. Seth A. Lemings, Esq. Sheppard, Mullin, Richter & Hampton LLP 321 N. Clark Street, 31st Floor Chicago, Illinois 60654 Tel: (312) 499-6300


			●			820,000,000 shares of Common Stock, par value of $0.0001 per share, divided into:


			●			300,000,000 shares of OPAL Preferred Stock, par value $0.0001 per share.


			(a)			a corresponding Stock Adjustment for all other series of Common Stock not so adjusted at the time outstanding is made in the same proportion and the same manner; and


			(b)			the Stock Adjustment has been reflected in the same economically equivalent manner on all Class A Units (as defined in the Second A&R LLC Agreement).


			a.			Voluntary Conversion. Each share of Class C common stock shall be convertible into one share of Class A common stock at the option of the holder thereof, at any time upon written notice to OPAL; provided that, for the avoidance of doubt, any such holder of shares of Class C common stock may in such written notice to OPAL specify that such conversion into shares of Class A common stock shall be contingent upon the consummation of one or more sale or other transfer transactions.


			b.			Automatic Conversion. Each share of Class C common stock shall automatically, without any further action, convert into one share of Class A common stock upon a Transfer (as defined in the Charter), other than a Transfer to a Qualified Stockholder (as defined in the Charter).


			●			propose any other business to be brought before an annual meeting of stockholders.


			●			the name and record address of each stockholder proposing business, as they appear in OPAL’s books;


			●			the class or series and number of shares of stock of OPAL, directly or indirectly, held of record and beneficially by the Proponent or Stockholder Associated Person, as such terms are defined in the Bylaws;


			●			the names of all persons with whom the stockholder is acting in concert and a description of all arrangements and understandings with those persons;


			●			a description of any agreement, arrangement or understanding reached with respect to shares of our stock, such as any derivative or short positions, profit interests, options, hedging transactions, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class of securities and/or borrowed or loaned shares;


			●			a description of the business or nomination to be brought before the meeting, the text of the proposal and the reasons for conducting such business at the meeting; and


			●			any material interest of the Proponent or Stockholder Associated Person in such business.


			●			the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

			●			any provisions of the governing unit agreement that differ from those described below; and

			●			any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.


			●			whether it imposes fees or charges;

			●			how it would handle a request for the holders’ consent, if ever required;

			●			whether and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted in the future;

			●			how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and

			●			if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.


			●			an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;

			●			an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;

			●			an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;

			●			an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

			●			the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We also do not supervise the depositary in any way;

			●			the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

			●			financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.


			●			if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; or

			●			if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.


			●			through agents to the public or to investors;

			●			to underwriters for resale to the public or to investors;

			●			negotiated transactions;

			●			block trades;

			●			directly to investors; or

			●			through a combination of any of these methods of sale.


			●			at a fixed price or prices, which may be changed;

			●			at market prices prevailing at the time of sale;

			●			at prices related to such prevailing market prices; or

			●			at negotiated prices.


			●			the name or names of any agents or underwriters;

			●			the purchase price of the securities being offered and the proceeds we will receive from the sale;

			●			any over-allotment options under which underwriters may purchase additional securities from us;

			●			any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

			●			any initial public offering price;

			●			any discounts or concessions allowed or re-allowed or paid to dealers; and

			●			any securities exchanges or markets on which such securities may be listed.


			●			our annual report on Form 10–K for the fiscal year ended December 31, 2025, filed with the SEC on March 16, 2026;


			●			our quarterly reports on Form 10–Q for the three months ended March 31, 2026 filed with the SEC on May 11, 2026, and the three months ended June 30, 2026 filed with the SEC on August 10, 2026; and


			●			our current reports on Form 8–K filed with the SEC on March 9, 2026, May 20, 2026, June 3, 2026, and June 22, 2026.


			*			This amount excludes a registration fee amount of $21,929.80 associated with $199 million of securities previously registered on the Registration Statement on Form S-3 (File No. 333-273584) and which remain unsold. Pursuant to Rule 415(a)(6) under the Securities Act, the amount of such registration fee associated with the offering of the unsold securities will be carried forward to be applied to the unsold securities registered under this registration statement and no additional filing fee will be due with respect to the unsold securities in connection with the filing of this registration statement.


			**			These fees and expenses depend on the securities offered and the number of issuances and accordingly cannot be estimated at this time.


Exhibit Number						Description
1.1***						Form of Underwriting Agreement
3.1*						Restated Certificate of Incorporation of OPAL Fuels Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K/A filed by the Company on August 10, 2022)
3.2*						Bylaws of OPAL Fuels Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on July 27, 2022)
3.3*						Amended and Restated Certificate of Designations of Series A Preferred Units of OPAL Fuels LLC, dated March 6, 2026 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Company on March 9, 2026)
4.1***						Form of Certificate of Designation with respect to Preferred Stock
4.2***						Form of Warrant
4.3***						Form of Warrant Agreement
4.4***						Form of Unit Agreement
5.1**						Opinion of Sheppard, Mullin, Richter & Hampton LLP
23.1**						Consent of BDO USA, P.C., independent registered accounting firm for OPAL Fuels Inc.
23.2**						Consent of Sheppard, Mullin, Richter & Hampton LLP (included as part of Exhibit 5.1).
24.1**						Power of Attorney (included on signature page hereto)
101.INS**						Inline XBRL Instance Document.
101.SCH**						Inline XBRL Taxonomy Extension Schema Document.
101.CAL**						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
107**						Filing Fee Table


			***			If required, to be filed by amendment or under subsequent Current Report on Form 8-K.


			(1)			To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii), and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

			(2)			That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

			(3)			To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

			(4)			That, for the purpose of determining liability under the Securities Act to any purchaser: (i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.


			(5)			That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter); (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

			(6)			That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

			(7)			Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.