OPAL Fuels Inc-A 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from_______________ to ____________ Commission file number 001-40272 OPAL FUELS INC.(Exact name of registrant as specified in its charter) 98-1578357 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 10601 Registrant's telephone number, including area code: (914) 705-4000 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was approximately $65,017,000 based on the closing price of theregistrant's Class A common stock on The Nasdaq Capital Market on that date. As of March16, 2026,a total of 29,001,120 shares of Class A common stock, par value $0.0001 per share, 121,500,000 shares of Class Bcommon stock, par value $0.0001 per share and 22,899,037 shares of Class D common stock, par value $0.0001 per share were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of Form 10‑K is incorporated herein by reference to portions of the registrant’s Definitive Proxy Statementrelating to its 2026 Annual General Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120days after the end of the registrant’s fiscal year ended December 31, 2025. PART IPageItem 1.Business2Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments52Item 1C.Cybersecurity53Item 2.Properties53Item 3.Legal Proceedings53Item 4.Mine Safety Disclosures54PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54Item 6.[Reserved]54Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations55Item 7A.Quantitative and Qualitative Disclosures About Market Risk68Item 8.Financial Statements and Supplementary Data68Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure68Item 9A.Controls and Procedures68Item 9B.Other Information69Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69PART IIIItem 10.Directors, Executive Officers and Corporate Governa