SEC Form S-8 POS filed by Altus Power Inc.

As filed with the Securities and Exchange Commission on April 16, 2025

Registration No. 333-262695

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT NO. 333-262695

UNDER

THE SECURITIES ACT OF 1933

 

 

ALTUS POWER, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		85-3448396
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2200 Atlantic Street, 6th Floor Stamford, CT		06902
(Address of Principal Executive Officers)		(Zip Code)

Altus Power, Inc. 2021 Omnibus Incentive Plan

Altus Power, Inc. 2021 Employee Stock Purchase Plan

(Full title of the plan)

Gregg Felton

Chief Executive Officer

2200 Atlantic Street, 6th Floor

Stamford, CT 06902

(Name and address of agent for service)

(203) 698-0090

(Telephone number, including area code, of agent for service)

 

 

with copies to:

Ryan J. Maierson

Keith L. Halverstam

Rachel E. Ratcliffe Payne

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

(713) 546-5400

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) is being filed by Altus Power, Inc., a Delaware corporation (the “Company”), to deregister all securities that remain unsold or otherwise unissued under the Registration Statement on Form S-8 (No. 333-262695) (the “Registration Statement”), which was filed by the Company with the Securities and Exchange Commission on February 14, 2022. The Registration Statement registered 26,120,301 shares of Class A Common Stock, par value $0.0001 per share, of the Company, consisting of 23,047,325 shares issuable under the Company’s 2021 Omnibus Incentive Plan and 3,072,976 shares issuable under the Company’s 2021 Employee Stock Purchase Plan.

On April 16, 2025, pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 5, 2025 (the “Merger Agreement”), by and among the Company, Avenger Parent, Inc., a Delaware corporation (“Parent”), and Avenger Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.

As a result of the completion of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities of the Company that had been registered for issuance under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration by means of this Post-Effective Amendment all securities that were registered under the Registration Statement but remain unsold or otherwise unissued as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statement. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Company pursuant to the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on April 16, 2025.

 

No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 under the Securities Act of 1933, as amended.