SecProbe.io

August 9, 2024
Dustin Weber
Chief Financial Officer
Altus Power, Inc.
2200 Atlantic Street, Sixth Floor
Stamford, CT 06902
Re:Altus Power, Inc.
Form 10-K for the Fiscal Year ended December 31, 2023
File No. 001-39798
Dear Dustin Weber:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 32
1.We note your disclosure on page 33 stating that your "pipeline of opportunities" totaled
over one gigawatt as of year-end, and included both operating acquisitions and
development projects. You explain that the portion representing development projects
includes 105 MW "in construction or pre-construction" and 160 MW "in the contracting
or due diligence phase," while the portion representing potential operating acquisitions
includes 106 MW "in the closing phase" and 7 MW "in negotiation."

Please expand your disclosure to more clearly define your pipeline of
opportunities, including the criteria applied in determining whether an opportunity is
included in the total that you report, and details of each phase involved in characterizing
the status of opportunities in the pipeline, the sequence or progression among the
phases from the point of initial inclusion to the point of becoming a project that you own
or are contractually bound to complete, and indicating the phase or status of the other 622
MW that comprise the total of the one gigawatt of opportunities that you report.

August 9, 2024
Page 2
Results of Operations - Year Ended December 31, 2023 Compared to Year Ended December 31,
2022, page 39
2.We note that your discussion and analysis of the 53% increase in total operating revenues
and the 69% increase in costs of operations is limited to a sentence attributing these
changes to an increase in the number of operating solar energy facilities in your
portfolio and that your discussion and analysis in each of the subsequent interim reports is
similarly limited, with the same explanation for changes in the financial results.

We believe that further information will be necessary to comply with Item 303 of
Regulation S-K. For example, you must identify material events and uncertainties that are
reasonably likely to cause reported financial information not to be necessarily indicative
of future operating results or of future financial condition.  Therefore, it is important to
reveal the nature of the changes underlying the financial activity and clarify the extent to
which changes are isolated/unique to the period or characteristic of ongoing operations.
You must also describe the underlying reasons for material changes that offset one
another in a line item and, with respect to material changes in revenues, indicate the
extent to which these are attributable to changes in prices, changes in volumes, or to the
introduction of new products or services; this would generally entail a discussion of prices
and the amount of power generated and sold each period. Please refer to Item 303(a), (b),
and (b)(2)(ii) of Regulation S-K if you require further clarification or guidance.

We believe that you should expand your discussion and analysis to include both
quantitative and qualitative reasons for the changes in revenues and costs of operations, to
include the weighted average number of operating solar energy facilities for each period,
an indication of utilization and the extent of correlation with installed capacity,
differentiation between changes attributable to acquisitions and organic growth, and the
reasons for material changes in revenues derived from power purchase agreements, net
metering credit agreements, and solar renewable energy credits. Please submit the
revisions that you propose to address these requirements.
Exhibits
3.We note that certifications filed as Exhibits 31.1 and 31.2 to your annual and subsequent
interim reports omit required language from paragraphs 4(a) and 4(b) and the introductory
part of paragraph 4, concerning your responsibilities for establishing and maintaining
disclosure controls and procedures and internal control over financial reporting.

Please describe to us the reasons that you have not provided all of the representations
required in the paragraphs referenced above. We expect that you will need to amend these
filings to provide the certifications required by Rule 13a-14(a) of Regulation 13A,
including all of the representations prescribed by Item 601(b)(31) of Regulation S-K.

August 9, 2024
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jenifer Gallagher at 202-551-3706 or Karl Hiller at 202-551-3686 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation