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OPAL Fuels Inc.

For the period ended Mar 31, 2025. Filed May 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 13, 2025

OPAL$1.45+5.8%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0001842279-24-000061

ITEM 1A. RISK FACTORS

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-13.

0001628280-25-024828

ITEM 1A. RISK FACTORS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 7 previous paragraphs and 7 current paragraphs.

1 unchanged; 1 reworded; 5 added; 5 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Our business may be impacted by macroeconomic conditions, including inflation, rising interest rates, tariffs, lower commodity pricing, volatile market conditions, and other uncertainties beyond our control.

Current report

Our ability to effectively run our business could be adversely affected by general conditions in the global economy. Various macroeconomic factors could adversely affect our business, including changes in inflation, interest rates, tariffs and overall economic conditions and uncertainties. A severe or prolonged economic downturn could result in a variety of risks, including our ability to raise additional funding on a timely basis or on acceptable terms. A weak or declining economy could also adversely impact third parties upon whom we depend to run our business.

Current report

The global trade landscape is currently highly volatile. Various countries have announced plans for and/or have already implemented new or modified tariffs. These tariffs and any retaliatory actions from other countries may have a material adverse impact on our financial position, results of operations and/or cash flows. We continually monitor the global trade environment for new and/or changing tariffs, retaliatory actions, trade agreements, sanctions or other restrictions that may impact us or our customers, and work to mitigate impacts to our business. We seek to comply with all U.S. and other government import requirements, export control restrictions and sanctions. We continue to monitor and evaluate additional sanctions and trade restrictions that may be imposed by the U.S. government or other governments, as well as any responses that could affect our supply chain, business partners or customers, for any additional impacts to our business.

Current report

Further, considerable uncertainty exists regarding how future U.S. government budget and program decisions will unfold, including the spending priorities of the current U.S. governmental administration. Any broader macroeconomic impacts could affect our current projects and contracts and have a material effect on our financial position, results of operations and/or cash flows.

Current report

Additionally, rising inflation and other uncertainties regarding the global economy, financial environment, and global conflict could lead to an extended national or global economic recession. A slowdown in economic activity caused by a recession would likely reduce national and worldwide demand for RNG and CNG and could result in lower commodity prices. Prolonged, substantial decreases in commodity prices would likely have a material adverse effect on our business, financial condition, and results of operations, and could further limit our access to liquidity and credit and could hinder our ability to satisfy our capital requirements.
Removed paragraphs (5)

Previous report

We are required to implement programs to comply with the Biogas Regulatory Reform Rule and our failure to do so could have an adverse effect on our financial results.

Previous report

On July 12, 2023, the EPA issued final rule 88 Fed. Reg. 44468 (July 12, 2023) to, in part, implement biogas regulatory reform to the EPA’s Renewable Fuel Standard Program (“RFS”) (the “Biogas Regulatory Reform Rule” or “BRRR”). BRRR significantly changes the method by which RINs are generated from biogas feedstock and how market participants are required to administer RINs.

Previous report

BRRR requires all parties in the chain of title to biogas, renewable natural gas, and RINs to register with the EPA. By January 1, 2025, all parties must comply with BRRR and only biogas and RNG produced and dispensed under BRRR are eligible for RIN generation.

Previous report

The Company has timely completed applications for registration under BRRR of its RNG production projects in operations. The Company anticipates receiving EPA registration acceptance for these projects prior to January 1, 2025. There can be no assurance, however, that such approval from EPA will be received by January 1, 2025.

Previous report

BRRR also requires RNG RIN separators to register with the EPA for each CNG dispensing station. The Company is in the process of registering as RNG RIN separator, for fueling stations that account for approximately 57% of the Company’s CNG dispensing capacity. Wherever the Company is not registered as the RNG RIN separator, it will rely on the owner/operator of the fueling station to perform the role as RNG RIN separator (i.e., separating the RINs and transferring them to the Company for monetization). There can be no assurance that these owners/operators will timely provide the necessary administrative services and transactional data required for the separation and transfer of RINs from these stations. If we are unable to receive RINs from stations representing a material proportion of our dispensing capacity, it would have a material adverse effect on our financial results.
Reworded paragraphs (1)

Previous wording

Except as described below, there have been no material changes from the “Risk Factors” previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024. The risks described in the Annual Report on Form 10-K for the year ended December 31, 2023 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Current wording

Except as described below, there have been no material changes from the “Risk Factors” previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025. The risks described in the Annual Report on Form 10-K for the year ended December 31, 2024 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.