SecProbe.io

September 30, 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
Response Dated August 21, 2024
Response Dated August 28, 2024
File No. 001-39798
Dear Dustin Weber:
            We have reviewed your August 21, 2024 and August 28, 2024 responses to our comment
letter 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. Unless we
note otherwise, any references to prior comments are to comments in our August 9, 2024 letter.
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
We understand from your response to prior comment 1 that your "pipeline of
opportunities" represents various potential business endeavors that may or may not lead to
the development or acquisition of electrical generating assets and that your one gigawatt
measure of these opportunities represents a tally of the nameplate capacity that would be
ascribed to the facilities developed or acquired if these were ever completed.

However, you indicate that a substantial portion of the measure represents early stage
projects that "...should not be relied upon in the making of investment decisions as there is
no certainty that such early stage projects will be consummated," though in describing the
other categories you also identify various uncertainties that may or may not preclude an 1.

September 30, 2024
Page 2
assessment of economic feasibility or a determination of there being a reasonable
likelihood of brining opportunities to fruition. For example, you indicate that -

•105 MW of development projects include pre-construction projects for which you
have yet to secure development rights or other "critical components" such as
interconnection approvals, site controls, revenue contracts, or permits.

•160 MW of development projects include some for which you have yet to complete
due diligence or sign a letter of intent, lease, or power purchase agreement.

•7 MW of acquisition candidates include those considered to be a good fit though for
which you have yet to secure an agreement on terms.

Please further revise your disclosures to differentiate between projects and acquisition
candidates within your pipeline of opportunities based on whether you have established
economic feasibility and a reasonable expectation for completion. For example, as the
term pipeline of opportunities  seems to be more descriptive of those for which you would
have a reasonably clear expectation for progress to fruition, you may wish to consider the
term pool of opportunities  for those that are simply under consideration.

However, as you have indicated that investors may not fully rely on your quantification of
opportunities in making investment decisions, please also clarify the rationale underlying
your disclosure and provide details concerning the disposition of projects and acquisition
candidates that were included within this category in prior reports, e.g. indicating the
percentages of those that were subsequently completed, advanced towards completion,
removed from consideration, or having no change in classification or status.

Please also clarify the extent to which projects that are "currently in construction or pre-
construction" are your own projects as opposed to projects being developed by other
parties that you may acquire; and modify references to "operating acquisitions" to clarify
the extent to which you are referring to operating solar generating or storage facilities that
you may acquire to more clearly portray the nature of these opportunities.

Results of Operations - Year Ended December 31, 2023 Compared to Year Ended December 31,
2022, page 39
2.We note that you have proposed various revisions to the discussion and analysis in
response to prior comment 2 although we do not see where you have addressed
utilization.  Based on the power generated and weighted average installed capacity, it
appears that the capacity factor decreased from 13.7% in 2022 to 13.1% in 2023.

Please further expand your disclosures to include details of capacity factors and your
insight as to the reasons for change; similar quantification should appear on pages 29-30
to comply with Instruction 1 to Item 102 of Regulation S-K.

September 30, 2024
Page 3
Exhibits
3.We note that the modified draft certifications submitted with your response to prior
comment 3 require further revision. There should be language referring to your officers'
responsibility for establishing and maintaining internal control over financial reporting in
the introductory part of paragraph 4. Please refer to Item 601(b)(31)(i) of Regulation S-K
for an example of the certification that is required to be filed and revise accordingly.

            Please contact Jenifer Gallagher at 202-551-3706 or Karl Hiller at 202-551-3686 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation