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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001123292-24-000005 0000753308 XXXXXXXX LIVE 2 Class A Common Stock, par value $0.0001 per share 12/03/2025 false 0001842279 68347P103 OPAL Fuels Inc. 700 Universe Boulevard Juno Beach FL 33408 Charles E. Sieving, Esq., EVP 561-694-4000 NextEra Energy, Inc. 700 Universe Boulevard Juno Beach FL 33408 0000753308 NEXTERA ENERGY INC WC FL 0 2158547 0 2158547 2158547 N 7.4 HC Items 8, 10, 11: Reflects 2,158,547 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), owned by Mendocino Capital, LLC, a wholly owned subsidiary of NextEra Energy, Inc., a publicly traded company with its common stock listed on the New York Stock Exchange under the symbol "NEE". Item 13: The percentage used herein and in the rest of this Schedule 13D is calculated based upon 28,996,177 shares of the Issuer's Class A Common Stock outstanding as of November 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025. 0001940599 Mendocino Capital, LLC WC DE 0 2158547 0 2158547 2158547 N 7.4 OO Items 8, 10, 11: Reflects 2,158,547 shares of Class A Common Stock owned by Mendocino Capital, LLC, a wholly owned subsidiary of NextEra Energy, Inc., a publicly traded company with its common stock listed on the New York Stock Exchange under the symbol "NEE". Item 13: The percentage used herein and in the rest of this Schedule 13D is calculated based upon 28,996,177shares of the Issuer's Class A Common Stock outstanding as of November 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025. Class A Common Stock, par value $0.0001 per share OPAL Fuels Inc. 700 Universe Boulevard Juno Beach FL 33408 This Amendment No. 2 ("Amendment No. 2") to Schedule 13D relates to the Class A common stock, $0.0001 par value per share (the "Class A Common Stock"), of OPAL Fuels Inc. (the "Issuer"), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on August 1, 2022, as amended by Amendment No. 1 thereto on January 5, 2024 (as amended by such Amendment No. 1, the "Original Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Original Schedule 13D. This Amendment No. 2 is being filed solely to amend and restate Item 6 below to report the new information described in the final sentence of the third paragraph of Item 6, as well as to update the information contained in Item 2. The second and third paragraphs of Item 2 of the Original Schedule 13D are hereby amended and restated as follows: Schedule I attached hereto lists the directors and executive officers of NEE (the "Related Parties") and their respective principal occupation, address and citizenship. During the last five years, the Reporting Person has not, and, to the Reporting Person's knowledge, none of the Related Parties has, (i) been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The second paragraph of Item 6 of the Original Schedule 13D is hereby amended and restated as follows: In addition to the 2,158,547 shares of Class A Common Stock that are described herein, the Reporting Persons are the beneficial owners of 1,000,000 Series A Preferred Units of Opal Fuels LLC, which are directly owned by Mendocino. Opal Fuels LLC is an entity that directly or indirectly holds substantially all of the consolidated assets and business of the Issuer. In its capacity as the direct owner of such 1,000,000 Series A Preferred Units, Mendocino is a party to the limited liability company agreement of Opal Fuels LLC, which agreement (including the certificate of designations included therein with respect to the Series A Preferred Units) sets forth certain rights and obligations of the parties thereto with respect to the Series A Preferred Stock. The Second Amended & Restated LLC Agreement of Opal Fuels LLC (including the Series A Preferred Unit Certificate of Designations) was filed as Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer on July 27, 2022, is listed as Exhibit 99.2 below, and is incorporated herein by reference. On December 3, 2025, Mendocino provided written notice to Opal Fuels LLC, pursuant and subject to Opal Fuels LLC's Series A Preferred Unit Certificate of Designations, that Mendocino requests redemption, no later than 90 days after the date of such notice, of all Series A Preferred Units of Opal Fuels LLC held by Mendocino. NEXTERA ENERGY INC /s/ Mark Hickson Mark Hickson, Executive Vice President, Corporate Development and Strategy 12/03/2025 Mendocino Capital, LLC /s/ Mark Hickson Mark Hickson, President 12/03/2025