This is the initial public offering of shares of common stock of DESRI Inc. We are offering     shares of our common stock and the selling stockholders identified in this prospectus are offering     shares of our common stock. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

We expect the public offering price to be between $    and $    per share of common stock. Currently, no public market exists for our common stock. We have applied to list our common stock on the Nasdaq Global Select Market, or Nasdaq, under the symbol “DESR.”

We will be a “controlled company” as defined under the corporate governance rules of Nasdaq. See “Management—Controlled Company Exemption” and “Principal and Selling Stockholders.”

We will be a holding company (as defined under the Public Utility Holding Company Act of 2005, or PUHCA) with U.S. operating subsidiaries that are “public utilities” (as defined in the Federal Power Act, or FPA) and, therefore, subject to the jurisdiction of the U.S. Federal Energy Regulatory Commission, or FERC, under the FPA. The FPA places certain restrictions and requirements on the transfer of an amount of our voting securities sufficient to convey direct or indirect control over us or our public utility operating subsidiaries. See “Risk Factors—Risks Related to this Offering and Ownership of our Common Stock.”

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 27 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We and the selling stockholders have granted the underwriters an option to purchase up to     additional shares of common stock, at the initial public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus.

The underwriters expect to deliver the shares of common stock against payment on or about    , 2022.

Through and including   , 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to any unsold allotment or subscription.

Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or any sale of shares of common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside of the United States: Neither we, the selling stockholders nor any of the underwriters have done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

We have obtained all necessary FERC approvals under FPA Section 203 for, and undertake, certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Organizational Structure,” including this offering, which we refer to, collectively, as the “Reorganization Transactions.”

We obtained the industry, market, and competitive position data used throughout this prospectus from our own internal estimates as well as from industry publications and research, surveys, and studies conducted by third parties, including Bloomberg New Energy Finance, the United States Energy Information Administration, and Wood Mackenzie. Industry publications, studies, and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source. Estimates of historical growth rates in the markets where we operate are not necessarily indicative of future growth rates in such markets. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the projections and estimates made by independent third parties and us contained in this prospectus.

This prospectus includes trademarks, such as the DESRI Inc. name and the DESRI Inc. logo, which are protected under applicable intellectual property laws and are the property of DESRI Inc. or its affiliates. This prospectus also contains trademarks, service marks, copyrights, and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any unaffiliated companies. Solely for convenience, the trademarks and tradenames of DESRI Inc. or its affiliates referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that they will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks and tradenames.

The following is a summary of certain defined terms and concepts that we use throughout this prospectus:

Unless otherwise stated or the context otherwise requires, figures related to our projects, including capacity and production, include all projects fully or partially owned by us and fully or partially owned by investment funds or other vehicles managed by us or our affiliates.

Some of the information in this prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act. Forward-looking statements give our current expectations, projections, or forecasts of our results of operations, financial condition, or future events. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this prospectus include our expectations of plans, strategies, objectives, growth, and anticipated financial and operational performance. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties.

The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, NAV, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the factors set forth under the heading “Risk Factors.” Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

In addition, our NAV is calculated based on certain assumptions and estimates for future periods and is subject to the same risks and uncertainties as the forward-looking statements included in this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus after we distribute this prospectus, whether as a result of any new information, future events, or otherwise.

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the risks and uncertainties described below, together with all other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus, before deciding to invest in our common stock. The occurrence of any of the following risks, as well as any risks or uncertainties not currently known to us or that we currently do not believe to be material, could materially and adversely affect our business, NAV, strategies, prospects, financial condition, results of operations, and cash flows. In such case, the market price of our common stock could decline and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Intense competition for PPAs has resulted in downward pressure on PPA pricing for newly contracted projects. Downward pressure on module and construction pricing, as a result of research and development and incrementally improved business practices, also creates downward pressure on PPA pricing for newly contracted projects or for PPAs that are expiring and under review for renewal. If falling PPA pricing results in forecasted project revenue that is insufficient to generate returns higher than our cost of capital or those anticipated to be demanded in the project sale market, our business, NAV, financial condition, and results of operations could be adversely affected. Alternatively, if we execute PPAs with pricing that we assume will be attractive based on expectations of falling module or construction pricing or other cost or revenue expectations that ultimately prove to be inaccurate, or the value of a project is less than expected at the time of execution of the related PPA, our business, NAV, financial condition, and results of operations could be adversely affected, including through the loss of initial commitments and any posted letters of credit. In addition, competition for PPAs and other market factors may result in new market terms for PPAs that may not be favorable to us and could adversely affect the NAV of our projects and, in turn, our ability to obtain sufficient financing and grow our business. For example, the increasing trend of disaggregation of PPAs may result in our projects bearing risks traditionally borne by offtakers, such as basis, curtailment, or responsibility to sell capacity. This trend may alternatively require us to seek new PPA counterparties, which could expose us to risks in new markets or associated with having less creditworthy counterparties. Similarly, our competitors are increasingly willing to accept short duration PPA terms, which may put pressure on us to accept shorter duration PPAs, thereby increasing our exposure to market volatility and inaccuracy in the third-party prediction of energy pricing during the merchant tail period of operations after expiration of the PPA, and also affect our NAV growth.

The cost of other sources of power, such as existing natural gas-fired power plants, has historically been lower than the cost of solar power, and certain types of generation projects, such as natural gas-fired power plants, can deliver power on a firm basis. The inability to compete successfully against other power producers or otherwise enter into PPAs favorable to us would negatively affect our ability to develop and finance our projects, including by increasing our cost of capital, and negatively affect our revenue. In addition, the availability of PPAs depends on utility and corporate energy procurement practices that could evolve and shift allocation of market risks over time, including the risk that utilities seek to acquire projects directly. PPA availability and terms are a function of a number of economic, regulatory, tax, and public policy factors, which are also subject to change. Furthermore, certain of our projects may be scheduled for substantial completion prior to the commencement of a long-term PPA with an offtaker, in which case we would be required to enter into a stub-period PPA for the intervening time period between substantial completion and commencement of the PPA or to sell power on a merchant basis. We may not be able to do either on terms that are commercially attractive or at all.

There may be a change in market dynamics or otherwise that causes a slowing or reversal in the trend of corporate offtakers looking to procure energy from renewable projects. Even if our corporate offtakers remain interested in procuring energy from renewable sources and from projects developed by independent power producers, in some cases they may restrict their procurement to complete purchases of the assets. To participate in such transactions would require us to build, own, and transfer the assets to corporate offtakers. While this may be

economic for us in some regions and markets, it is generally not consistent with our core business model, which is to own the high-quality assets we develop over their useful life and sell the energy they produce pursuant to long-term PPAs. Shifts in the market away from such PPAs may have an adverse impact on our growth strategy and may negatively affect our business.

If certain of our projects fail to meet particular development, operational, or performance benchmarks related to, among other things, energy production and project availability, within specified time periods, some of the PPAs and interconnection agreements or related letters of commitment in our portfolio provide, and other PPAs and interconnection agreements or related letters of commitment we may enter into in the future may provide, that such failure constitutes a default or event of default. These provisions may provide the applicable offtakers or other counterparties with rights to, among other things: terminate the applicable PPAs and interconnection agreements or related letters of commitment; require us to pay damages under such PPAs or interconnection agreements; or reduce the amount of energy our projects can sell under such PPAs or interconnection agreements. We cannot guarantee that our renewable energy project development will meet historical or projected rates of development. Our energy production or our projects’ availability could be less than historically has been the case or less than we have projected due to various factors, including unexpected solar or wind conditions, natural disasters, equipment underperformance, operational issues, changes in law, actions taken by third parties, or any other factor described under the headings “—Risks Related to the Development and Construction of our Renewable Energy Projects,” “—Risks Related to the Operation and Management of our Renewable Energy Projects,” and “—General Business Risks.” If our projects fail to meet the applicable development or operational benchmarks, such as minimum production requirements, and our offtakers or other counterparties elect to take any such action against us under our PPAs and interconnection agreements, it could materially and adversely affect the development of our renewable energy projects, our results of operations, and cash flow until we are able to replace the PPA or interconnection agreement on similar terms. Further, the PPAs or interconnection agreements containing such provisions may be terminated, which will include the loss of any posted letters of credit, and, in the event of termination, we may not be able to enter into a replacement PPA or interconnection agreement on favorable terms or at all, which may have an adverse impact on our growth strategy and may negatively affect our business.

The solar and wind energy industries are highly competitive. Companies seeking to develop and originate projects face challenges from competition driven by the rapid deployment of new capital into a broad array of environmental, social, and governance focused ventures. In addition to developers, IPPs, unregulated utility affiliates, renewable energy companies, and pension and private equity funds, we also compete with traditional energy producers and incumbent utilities, which may also be our customers, that supply energy to our potential offtakers under highly regulated rate and tariff structures. We must compete for PPAs, and we rely on a limited number of offtakers under a limited number of long-term PPAs. We may not be able to enter into or renew long-term contracts for the sale of power produced by our projects at prices and on other terms favorable to us. If we cannot offer compelling value to our offtakers, then our business will not grow at our anticipated pace or at all. Traditional utilities generally have, and certain of our other competitors have, substantially greater financial, technical, operational, and other resources than we do. In addition, growing corporate and investor support for renewable energy has increased the amount of money being allocated to developers that compete with us. Such competitors may be able to build and own solar projects at lower costs than us, enabling them to submit bids for PPAs or similar energy purchase agreements at more competitive and appealing terms to potential customers than ours. Traditional utilities could also offer other value-added products or services that could help them compete with us even if the cost of electricity they offer is higher than ours. Furthermore, our potential offtakers may seek to procure energy through arrangements other than fixed or escalating price PPAs and virtual PPAs. If our competitors are willing to provide energy under such agreements, their offers may be more attractive to potential offtakers. Our competitors may also engage with bank counterparties to secure financial hedging instruments in order to provide an alternate contracted revenue stream and thereby submit more competitive pricing to potential offtakers. Similarly, our competitors may be willing to construct projects without off-take agreements, intending to sell the energy they produce directly into bilateral markets or markets managed by Independent System Operators, or ISOs, both of which may enable them to bid on land, interconnection positions, and other development assets. If we cannot effectively compete in all these areas with

traditional utilities, other IPPs, renewable energy companies, and pension and private equity funds active in our industry, our ability to grow our portfolio, NAV, and cash flow will be adversely affected.

Once we enter into PPAs or other long-term contracts, we are exposed to the risk that our counterparties will become unwilling or unable to fulfill or renew their contractual obligations and, if they may otherwise terminate their agreements with us, we cannot guarantee that we will enter into replacement agreements on substantially similar terms or at all. Similarly, our credit risk is concentrated among a limited number of offtakers and the failure of even one of these key counterparties to fulfill its contractual obligations to us could significantly affect our business and financial results. Any or all of our offtakers may fail to fulfill or renew their obligations to us under their PPAs or otherwise, including as a result of the occurrence of any of the following factors:

If our offtakers are unwilling or unable to fulfill or renew their contractual obligations to us, or if they otherwise terminate such agreements prior to their expiration, we may not be able to recover contractual payments and commitments due to us. Since the number of counterparties that purchase wholesale bulk energy is limited, we may be unable to find a new energy purchaser on similar or favorable terms or at all. Any interruption in or termination of payments by our counterparties could adversely affect our ability to pay project lenders and tax equity investors, could cause a default under the applicable project debt and tax equity financing arrangements, and could trigger cross-defaults under our other financing arrangements. In such a case, the cash flows we receive could be adversely affected. In addition, our ability to finance additional projects with PPAs from such counterparties would be adversely affected, undermining our ability to grow our business. The loss of or a reduction in sales to any of our offtakers could have a material adverse effect on our business, NAV, financial condition, and results of operations.

We may not be successful in achieving the operational phase on our contracted pre-construction and construction projects. The completion of renewable energy projects involves numerous risks and uncertainties including the risks set forth elsewhere in this section. These risks and uncertainties may prevent some projects from progressing to construction and operational phases. In addition, for a variety of reasons, we may elect not to proceed with the development or construction of a project currently in our portfolio. Our growth depends on our continued ability to

progress projects to the operational phase and our results in the future may not be consistent with our expectations or historical results. If we are not successful in doing so, we will not continue to grow our NAV, portfolio, and cash flows.

Solar modules are a vital component to solar projects. The construction and financing of a project can be contingent on a specific engineering design optimized for the project site, therefore it can be costly or time consuming, if possible at all, to switch to a different module supplier once a project is in an advanced development stage. Solar modules come from limited sources of supply, and therefore a disruption with any one manufacturer, supplier or other participant in our supply chain would have an adverse effect on our ability to complete construction on our solar projects on time, or at all. As a result, we are subject to the risk of shortages, increased prices, and long lead times in their supply. We have in the past experienced, and may in the future experience, module shortages, and the availability and cost of these components would be difficult to predict. For example, the supply of solar modules may be disrupted due to equipment breakdowns, tariffs or import restrictions, COVID-19, delivery delays, labor strikes or shortages, natural disasters, component or material shortages, cost increases, acquisitions, insolvency, changes in legal or regulatory requirements, or other similar issues affecting participants in our supply chain. Such disruptions and other factors may cause suppliers, including suppliers not directly affected by such disruptions, to raise prices or renegotiate existing arrangements in a manner that is adverse to us. For example, as described in more detail below, while we do not currently expect that the Uyghur Forced Labor Prevention Act will directly affect our supplies, since we do not believe that our suppliers source materials from Xinjiang for the products they sell to us, other renewable energy companies’ attempts to change suppliers in response to this law, withhold release orders, or other policy developments could result in shortages, delays, and/or price increases that could disrupt our own supply chain or cause our suppliers to renegotiate existing arrangements with us or fail to perform on such obligations.

In particular, due in part to the COVID-19 pandemic, import restrictions, tariffs, global supply chain disruptions, and other factors, we have experienced challenges in obtaining the timely delivery of solar modules. These challenges may result in increased delivery lead times, delays in the construction schedules, and increased costs. To the extent these issues continue, and we are unable to mitigate their effects, our ability to grow our business would be adversely affected. If we are unable to complete the construction of projects on time, such projects’ PPAs or other contractual arrangements may be terminated or renegotiated. Similar issues may also arise with respect to other project components.

The United States has, from time to time, levied tariffs on goods imported from other countries. We may be negatively affected by tariffs or adverse developments in trade relations between the United States and other countries, including any actions that may be taken by other countries in retaliation to U.S. trade policies. Tariffs, the adoption and expansion of trade restrictions, the occurrence or exacerbation of a trade war, or other governmental action related to tariffs, trade agreements, or related policies could adversely affect our supply chain, access to equipment, costs, and ability to economically serve certain markets. For example, the Section 201 tariffs introduced by the United States in January 2018 significantly increased our cost of importing modules produced in foreign countries, which we use to construct our projects. In 2021, the U.S. extension of tariffs on imported solar cells and modules negatively affected our profitability and rendered inaccurate our estimates for the costs of certain construction and pre-construction projects. We have no control over the trade policies of the United States or other countries and we may be negatively affected by additional restrictive economic measures, such as tariffs or other changes to U.S. trade policies. Additional tariffs and extensions of existing tariffs are currently being considered by the U.S. government. Any further cost increases or decreases in availability caused by trade policies could slow our growth and cause our financial results and performance metrics to suffer.

The development of renewable energy projects involves numerous risks. We may be required to spend significant sums for land and interconnection rights, preliminary engineering, permitting, module, tracking, and other equipment, legal services, and other expenses before we can determine whether a project is feasible, economically attractive, or capable of being built. Success in developing a particular project is contingent upon, among other things:

In addition, our projects depend upon obtaining timely and economic interconnection to electric transmission lines owned and operated by regulated utilities to deliver the electricity we generate. A failure or delay in the operation or development of these interconnection or transmission facilities could result in our losing revenues because such a failure or delay could limit the amount of power our operational projects deliver or delay the completion of our construction projects. The costs of such interconnection and transmission facilities for which our projects may be responsible can also be uncertain and subject to change, including after a project commences operation.

If we fail to complete the development of a renewable energy project or fail to meet other contract terms, we may be subject to forfeiture of significant deposits under PPAs or interconnection agreements or termination of such agreements, incur significant liquidated damages, penalties, and/or other obligations under other project-related agreements, and may not be able to recover our investment in the project. If we are unable to complete the development of a renewable energy project, we may impair some or all of the capitalized investments we have made relating to the project, which would have an adverse impact on our NAV and cash flows in the period in which the loss is recognized.

We often rely on a small number of suppliers, such as solar panel and tracker suppliers, to provide equipment, technology, and other services required to construct and operate our projects. A number of factors, including the credit quality of our suppliers and import and export restrictions, may affect their ability to perform under our supply agreements. Not all of our equipment suppliers are investment grade entities, and we cannot guarantee that any of our suppliers will sufficiently honor the terms of our contracts in every situation. If any of these suppliers cannot, or

does not, perform under its agreements with us, we may need to seek alternative suppliers. Alternative suppliers, products, and services may not perform similarly, and replacement agreements may not be available on favorable terms or at all. Using alternative suppliers may result in higher costs and/or inability to meet our project schedules or to provide equipment of the same quality as that provided by our existing suppliers. We may be required to make significant capital contributions to remove, replace, or redesign equipment that cannot be supported or maintained by replacement suppliers. The failure of any supplier to fulfill its contractual obligations to us could have a material adverse effect on our business, NAV, financial condition, and results of operations. Further, the acquisition of a supplier by one of our competitors or its affiliates could also limit our access to equipment, technology, and other services or negatively affect our existing business relationships, which would have a material adverse effect on our business.

We also have performed in the past, and may decide in the future to perform, work that would have previously been performed by a counterparty under such contract, such as engineering, design, procurement, or construction. The scope of work that we choose to perform ourselves may not benefit from research and development efforts or innovation that counterparties would have otherwise applied to such work had they performed that work on our projects under contract. We cannot guarantee that the performance of such projects will meet our expected parameters or compete with the performance of our competitors who benefit from any such research and development, which would have a material adverse effect on our business.

The employees of many of the contractors and subcontractors we engage are represented by labor unions or are subject to collective bargaining arrangements that may require the payment of wages that are higher than we expect or that may not be commensurate with the value of specialized labor being provided, which can materially increase the costs of constructing a project. In addition, certain of our suppliers also have unionized employees or contractors, including those responsible for transporting the materials we require for our renewable energy projects. Strikes, work stoppages or other labor disputes of our suppliers’ or their contractors’ workforces could result in slowdowns or cost increases in the development or construction of our projects.

Increased unionization in the renewable energy industry, including as a result of the enactment and implementation of federal, state or local statutes, ordinances, rules or regulations requiring unionization or the payment of prevailing wages in connection with the development, construction, or operation of renewable energy projects and the ancillary services required to develop, build, and operate renewable energy projects, could increase our costs of development and construction or cause us to otherwise forego pursuing a project, which could materially and adversely affect our NAV, results of operations and financial condition.

Our and our suppliers’ supply chain and operations could be subject to events beyond our control, such as earthquakes, wildfires, flooding, hurricanes, tsunamis, typhoons, volcanic eruptions, droughts, tornadoes, the effects of climate change and related extreme weather, public health issues and pandemics, war, terrorism, cyber-attacks, government restrictions, tariffs, or limitations on trade, and geo-political unrest and uncertainties. For example, the COVID-19 pandemic is having an unprecedented impact on the U.S. economy, global supply chains, and on our business. These impacts have caused significant shipping delays and price increases and also raised the price of inputs like steel, resulting in a number of our suppliers and EPC contractors raising force majeure claims to excuse the performance of their obligations under our contracts with them.

There have also been periods of industry-wide shortage of key components, including solar panels, in times of rapid industry growth or regulatory change. For example, guidance from the Internal Revenue Service, or the IRS, on the steps required for construction to be deemed to have commenced in time to qualify for federal investment tax credits resulted in significant module and other supply shortages in the market as customers started purchasing supplies in advance of the December 2019 deadline to qualify for a 30% investment tax credit. Changes in federal, state, or local regulations may require new or different system components to satisfy the requirements of such newly effective codes or regulations, which may not be readily available for distribution to us or our suppliers. The manufacturing infrastructure for some of our projects’ components has a long lead time, requires significant capital investment, and relies on the continued availability of key commodity materials, potentially resulting in an inability of manufacturers to meet demand for these components, which, as a result, could negatively affect our ability to

complete projects in a timely manner and/or increase our costs. Additionally, many of our component supplies are imported, and any decline in the exchange rate of the U.S. dollar compared to the functional currency of our component suppliers could increase our component prices, in addition to shortages of raw materials and increased commodity and shipping costs, particularly with respect to steel shortages. Any of these shortages, delays, or price changes could limit our growth, cause cancellations, or adversely affect our NAV, cash flows, and result in development delays and increased costs.

Since 2016, U.S. Customs and Border Protection has issued sixteen withhold release orders directed at forced labor in China, including ten directed specifically at activity in the Xinjiang Uyghur Autonomous Region. As a result of these orders, certain products, including solar panels manufactured with polysilicate from Xinjiang, are effectively barred from entering the United States. Despite our due diligence efforts, as well as contractual provisions we put in place that forbid our suppliers from using forced labor or components that were produced using forced labor, we cannot determine with certainty whether our suppliers may violate our contracts or become subject to a withhold release order, which could subject us to legal, reputational, and other risks. If this were to occur, we might have to find alternative suppliers on short notice, resulting in construction delays and disruption and higher costs.

On December 23, 2021, the Uyghur Forced Labor Prevention Act, which effectively prohibits imports of any goods made either wholly or in part in Xinjiang, was signed into law. The law prohibits “the importation of goods made with forced labor” unless U.S. Customs and Border Protection determines, based on “clear and convincing evidence”, that the goods in question were not produced “wholly or in part by forced labor”, and submits a report to the U.S. Congress setting out its findings. While we do not currently expect that this law will directly affect our supplies, since we do not believe that our suppliers source materials from Xinjiang for the products they sell to us, other renewable energy companies’ attempts to shift suppliers in response to this law, withhold release orders, or other policy developments could result in shortages, delays, and/or price increases that could disrupt our own supply chain or cause our suppliers to renegotiate existing arrangements with us or fail to perform on such obligations. Broader policy uncertainty could also reduce Chinese panel production, affecting supplies and/or prices for panels, regardless of supplier. While we have developed multiple supply sources in a variety of countries, we could still be adversely affected by increases in our costs, negative publicity related to the industry, or other adverse consequences to our business.

The construction of renewable energy projects involves numerous risks. Success in constructing a particular project is contingent upon or may be affected by, among other things:

If we fail to complete the construction of a renewable energy project, fail to meet one or more agreed target construction milestone dates, or fail to meet other contract terms, we may be subject to forfeiture of significant deposits under PPAs or interconnection agreements (which will also lead to a default of our loan agreement and foreclosure on the project) or termination of such agreements, incur significant liquidated damages, penalties, and/or other obligations under other project-related agreements, and may not be able to recover our investment in the project. If we are unable to complete the construction of a renewable energy project, we may impair some or all of the capitalized investments we have made relating to the project, which would have an adverse impact on our cash flows or NAV in the period in which the loss is recognized.

There are risks associated with the operation of our projects. These risks include:

These and other factors could have adverse consequences on our solar or wind projects. For example, these factors could require us to shut down or reduce the output of such projects, degrade equipment, reduce the useful life of the project, and materially increase O&M and other costs. Unanticipated capital expenditures associated with maintaining or repairing our projects would reduce profitability. Congestion, emergencies, maintenance, outages, overloads, requests by other parties for transmission service, including on our facilities, actions or omissions by other projects with which we share facilities, and certain other events, including events beyond our control, could partially or completely curtail generation and delivery of energy by our projects and could lead to our customers terminating their PPAs with us. Any termination of a project’s interconnection or transmission arrangements or non-compliance by an interconnection provider, the owner or operator of shared facilities, or another third party with its obligations under an interconnection, shared facilities, or transmission arrangement may delay or prevent our projects from delivering energy to our offtakers. If the interconnection, shared facilities, or transmission arrangement for a project is terminated, we may not be able to replace it on similar terms to the existing arrangement, or at all, or we may experience significant delays or costs in connection with such replacement. In addition, replacement and spare parts for solar panels, wind turbines, and other key pieces of equipment may be difficult or costly to acquire or may be unavailable.

Any of the risks described above could significantly decrease or eliminate the revenues of a project, significantly increase its operating costs, cause us to default under our financing agreements, or give rise to damages or penalties owed by us to an offtaker, another contractual counterparty, a governmental authority, or another third party, or cause defaults under related contracts or permits. Any of these events could have a material adverse effect on our business, NAV, financial condition, and results of operations.

The ability of our projects to perform as forecasted is subject to risks inherent in energy projects, including inadequate equipment performance, system failures and outages, and the performance of the third parties that provide O&M services for our projects. In addition, because we often rely on a small number of suppliers to provide equipment, we have limited options to obtain alternate supplies, if needed. Although we expect to benefit from various warranties, including construction, product quality, and performance warranties, provided by our counterparties in connection with the construction of our projects, the purchase of equipment necessary to operate our projects, and certain other matters, our counterparties may default on their warranty obligations, including because such counterparties may become insolvent or cease operations. Even if a counterparty fulfills its obligations, many of our warranties do not cover reimbursement for lost revenue and we cannot guarantee any warranties will be sufficient to compensate us for all of our losses. Further, there are limitations in most warranties, including limits on liability. Many warranties have exclusions rendering them inapplicable if, for example, the owner does not follow the manufacturer’s operating instructions. We may disagree with a counterparty about whether a particular product defect, performance shortfall, or other similar matter is covered by a warranty, in whole or in part, as well as the manner in which any such matter should be resolved. As a result, enforcing any such warranty may be costly or impossible. Such costs may include significant out-of-pocket and internal expenses, some or all of which may not be recovered. Additionally, in order to lower costs and improve project performance we frequently hire in-house expertise to perform construction and procurement scope internally that would have otherwise been performed or provided by a contractor and subject to its warranty. Such adjustments in scope may result in less of the total value of the project being covered by counterparty warranties and may increase the likelihood that we bear full liability for costs associated with any equipment failures or underperformance. The failure of some or all of our projects to perform according to our expectations and limitations to our warranty coverage could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Our projects may be subject to curtailment or other production restrictions under various circumstances. Under the terms of certain of our PPAs, our projects’ delivery of electricity is subject to curtailment or other restrictions, including by our offtakers, regional transmission organizations, or ISOs, for various reasons, including for system maintenance or reliability and stability purposes, over-generation, or due to transmission limitations, emergencies, or force majeure circumstances. Additionally, under the terms of certain of our interconnection agreements, our projects may bear the risk of curtailment or other restrictions on production resulting from the regional transmission organization, balancing authority, transmission owner, or ISO for similar reasons. Finally, our project operators may themselves elect to curtail or restrict production from our projects, within the terms of the applicable O&M agreements, interconnection agreements, and PPAs, for safety or maintenance reasons. As the penetration of renewable energy increases in transmission systems around the country, the risk of congestion leading to curtailment increases, particularly at the times of day and year when our projects are generating the most energy due to common resource availability among us and our competitors. During most of these curtailments or restrictions, we are not compensated. In addition, the determination as to whether compensation for curtailments will be paid is made under contracts which may be subject to differing interpretations or may be breached by counterparties. Any curtailment or restriction could have a material adverse effect on our business, NAV, financial condition, and results of operations.

The energy produced and revenue and cash flows generated by a solar or wind project depend on suitable climatic conditions, particularly solar and wind conditions, both of which are beyond our control. Our solar projects require strong, consistent exposure to sunlight to achieve the predicted power generation and weather, geological, or other conditions at our project sites, as well as climatological phenomena not experienced directly at our sites, may prevent adequate amounts of sunlight from reaching some or all of our solar projects. For example, smoke from distant wildfires has historically affected the solar resource available at some of our California solar projects. Also,

our wind projects will only operate within certain ranges of wind speed ranges that vary by turbine model and manufacturer, and the wind resource at any given project site may not fall within such specifications.

Furthermore, components of our solar energy systems, such as panels and inverters, and wind projects, such as turbines and blades, could be damaged by severe weather or natural catastrophes, the exposure of our projects to which varies greatly due to the number of diverse regions in which our projects are located, such as snowstorms, ice storms, hailstorms, lightning strikes, tornadoes and derechos, fires, earthquakes, landslides, mudslides, sandstorms, drought, dust-storms, floods, hurricanes, or other inclement weather. In these circumstances, project development, connectivity to the power grid, and the provision of O&M services may be adversely affected. In particular, materials may not be delivered as scheduled and labor may not be available and we may be obligated to bear the expense of repairing the damaged solar and wind energy systems that we own. Such extreme weather conditions or natural catastrophes may also severely affect our operations by greatly reducing energy output from our systems, and in cases of severe damage, to zero, causing a reduction in revenue in addition to increased costs due to damages. Replacement and spare parts for key components may be difficult, costly, or otherwise unavailable to obtain. Moreover, natural disasters may adversely affect the economy, infrastructure, and communities in the regions where we conduct our business and regions and countries where we source our materials.

We base our investment decisions with respect to projects on the findings of solar or wind resource studies as well as remote modelling of solar or wind resources conducted by our own and third-party engineers, all of which are used to generate predictions as to solar or wind resource over future periods, and forecast methodologies used by third-party engineers may change over time. Actual weather, resource and other climatic conditions at a project site may not conform to the findings of these studies, and our projects may not meet anticipated production or transmission levels. Climatic conditions and resource expectations will continue to change over time, and we cannot accurately predict such changes. Further, weather patterns change in scope and magnitude in ways that diverge from historic trends, making it harder to predict the average annual amount of sunlight striking each of our solar project locations or prevailing wind patterns and speeds at our wind projects. Climate change also affects the severity, frequency, and geographical zones of severe weather or natural catastrophes. Our inability to accurately predict availability of solar or wind resources and prepare our equipment and personnel for extreme weather events could adversely affect our profitability and, as a result, harm our business, NAV, financial condition, and results of operations.

Our calculation of net asset value is based on valuation estimates and assumptions that may not prove accurate or complete, and as a result the actual net asset value may differ materially from our calculation. Specifically, our calculation of net asset value relies upon the following estimates and assumptions, among others:

Additional estimates and assumptions are further discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Net Asset Value—Key Inputs and Assumptions.” Using different assumptions and estimates than those described above could result in a net asset value materially different from ours. To illustrate the way in which actual results may change based on differing assumptions and estimates, we present a sensitivity analysis of NAV for the discount rate that was applied and the merchant pricing assumption under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Net Asset Value—NAV Sensitivities.” Furthermore, because other renewable energy companies may define NAV differently, our definition of NAV may not be comparable to a similarly titled measure of other companies, thereby diminishing its utility as a comparative measure.

These estimates and assumptions are inherently uncertain and, although we consider them reasonable as of the date of this prospectus, they are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual values to differ materially from the NAV presented herein, including, among others, underperformance of the respective projects, unexpected increases in operating costs, competition from wind and solar market participants and the energy market more broadly, technical innovation of competing products, disadvantageous macroeconomic conditions, unfavorable developments in the regulatory environment, reduction in government incentives. Any of the risks, to the extent they occur, could cause actual NAV to vary significantly and our future NAV may be materially lower than the values presented herein, particularly given that these estimates and assumptions relate to project cash flows up to 35 years following a project commencing commercial operations. As a result of these assumptions and estimates, NAV should not be relied upon as determinative with respect to the actual value of our asset portfolio or of our common stock. To the extent those estimates and assumptions prove to be incorrect or are modified in the future, the price of our common stock and our ability to execute our growth strategy could be materially and adversely affected.

Our strategy includes growing our business through acquisitions. Acquisitions involve numerous risks, including exposure to existing and future liabilities and unanticipated post-acquisition costs associated with the pre-acquisition activities by the acquired projects, difficulty in integrating the acquired projects into our business, and, if the projects operate in new markets, the risks of entering markets where we have limited experience. For example, projects may be acquired from parties that have made inaccurate representations, which exposes us to existing and future liabilities.

Upon consummation of the acquisition of a renewable energy project, such acquisition will also be subject to many of the risks set forth elsewhere in this “Risk Factors” section. Additionally, we risk overpaying for such projects (or not making acquisitions on an accretive basis) and failing to retain the counterparties to the PPAs or other commercial agreements in place for such projects. While we will perform due diligence on prospective acquisitions, we may not discover all potential risks, operational issues, or other problems affecting such projects. Future acquisitions might not perform as expected or the returns from such acquisitions might not support the financing utilized to acquire them or maintain them. A failure to achieve the financial returns we expect when we acquire renewable energy projects and assets could have a material adverse effect on our ability to grow our business.

Finally, we may not have sufficient availability under our credit facilities or have access to project-level financing, including, in some instances, tax equity financing, on commercially reasonable terms when acquisition opportunities arise. An inability to obtain the required or desired financing could significantly limit our ability to consummate future acquisitions and effectuate our growth strategy. If financing is available, it may be available only on terms that could significantly increase our costs, impose additional or more restrictive covenants, or reduce cash flow.

We have retained and will in the future retain third-party service providers to perform construction, O&M, and other services related to our projects. Outsourcing these functions involves the risk that third parties may not perform to our standards (including as a result of errors, breaches, failures, or other forms of unauthorized conduct or malfeasance), may not produce results in a timely manner, or may fail to perform at all. Although we have not experienced any significant difficulties with our third-party service providers to date, it is possible that we could experience difficulties in the future, which could: (i) cause us to default on our contractual, financing, regulatory, and other obligations; (ii) adversely affect our ongoing operations; (iii) reduce our capacity to generate power from one or more projects on a temporary or permanent basis; (iv) lead to litigation or arbitration; or (v) expose us to liquidated damages.

If a third-party service provider is terminated or resigns, or if we lose a provider through consolidation, or otherwise, it may be difficult or impossible to locate a suitable replacement. We may have limited access to alternative service providers or experience difficulty finding a replacement on a cost-efficient basis if the service providers on which we generally rely are unable to perform for any reason. Further, as the construction and O&M service industries continue to consolidate, we may experience additional cost pressure from our service providers. We also may not be able or desire to retain third-party service providers on the same terms in the future, and, as a result, we may be forced to take on additional risk, such as cost inflation and other cost increases that would otherwise be covered by third-party providers, and/or responsibilities associated with the construction and the operation and management of our projects. Any of these events could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Lower costs for other sources of energy may render solar and wind energy projects and technologies uncompetitive or obsolete. This could force us to accept lower prices when securing PPAs in the future, and may cause our existing PPAs to reflect off-market pricing and incentivize PPA counterparties to seek to terminate or default under our PPAs and, in the case of a default by those PPA counterparties, require us to enter into replacement PPAs at significantly lower prices.

Technological advances in the energy industry may result in lower costs for other sources of energy and our failure to adopt new technologies as they are developed could have a material adverse effect on our business, NAV, financial condition, and results of operations. The level of solar and wind energy demand is also affected by the price and availability of other energy sources, including nuclear, coal, natural gas, and oil, as well as other sources of renewable energy. For example, low natural gas prices have led, in some instances, to increased consumption of natural gas in lieu of other energy sources. To the extent renewable energy, particularly solar and wind energy, becomes less cost-competitive due to reduced government targets and incentives that favor other forms of generation, lower-cost alternatives, or other factors, including development of new sources of energy or technological advancements in existing sources, demand for solar and wind energy and other forms of renewable energy could decrease or be eliminated. Slow growth or a long-term reduction in demand for renewable energy in particular or energy in general could have a material adverse effect on our ability to generate sufficient capital for our projects and grow our business.

The renewable energy industry has seen long periods of declining costs, which may not continue, or may reverse. Inflation or the absence of cost decreases could adversely affect us by increasing the actual or expected costs of land, raw materials, and labor, and other goods and services needed to operate our business, which in turn may

raise our cost of capital and the costs of developing, constructing, and operating a project, making it more difficult to develop and operate our projects. Should cost increases occur, prospective counterparties may also choose to forego or delay signing PPAs or other agreements with us. Significant increases in actual or expected costs may have an adverse impact on our business, NAV, financial condition, and results of operations.

Our ability to operate our business and implement our strategies effectively depends on the efforts of our executive officers and other key employees. Our management team has significant industry experience and would be difficult to replace. These individuals possess development, construction, operational, management, legal, engineering, financial, and administrative skills that are critical to the operation of our business. With the growth of the renewable energy industry, we have seen an increase in the need for experienced personnel with applicable experiences. In addition, the market for personnel with the required industry and technical expertise to succeed in our business is highly competitive, and we may be unable to attract and retain qualified personnel to replace or succeed key employees should the need arise. In order to remain competitive in attracting and retaining such personnel, we may need to increase the compensation of our employees, including new hires, beyond our current expectations. The loss of the services of any of our key employees or the failure to attract or retain other qualified personnel could have a material adverse effect on our business, NAV, financial condition, and results of operations.

We are exposed to numerous risks inherent in the operation of renewable energy projects, including equipment failure, manufacturing defects, natural disasters, pandemics, terrorist attacks, cyber-attacks, sabotage, theft, vandalism, and environmental risks. Further, with respect to any projects that are under construction or development, we are, or will be, exposed to risks inherent in the construction and development of these projects. The occurrence of any one of these events may result in us being named as a defendant in lawsuits asserting claims for substantial monetary damages, including those associated with environmental cleanup costs, personal injury, property damage, fines, and penalties.

Some of the risks to which we are exposed are generally not insurable, including risks related to terrorism. Even if the risks are generally insurable, we may not maintain or obtain insurance of the type and amount we desire at reasonable rates or at all, and we may elect to self-insure a portion of our portfolio. The insurance coverage we do obtain may contain large deductibles or insufficient coverage or fail to cover certain risks or potential losses. We often cannot obtain full coverage at economic rates and are instead limited to probable maximum loss coverage subject to commercially reasonable limits. In addition, our insurance policies are subject to annual review by our insurers and may not be renewed on similar or favorable terms, including with respect to coverage, deductibles, or premiums, or at all.

As the renewable energy industry grows, insurance providers may reassess the risks associated with solar and wind projects and we may experience higher insurance costs, including as the result of industry-wide increases in insurance premiums. Industry-wide increases in insurance premiums have recently and may in the future arise as the result of cost spreading efforts from major insurance providers following major natural disasters such as hurricanes or widespread wildfires. Finally, even if we believe that insurance should cover any particular claim, there may be litigation with insurance companies or others regarding the claim, and we may not prevail. The occurrence of any such natural disaster may result in our being named as a defendant in lawsuits asserting claims for substantial monetary damages, including those associated with environmental cleanup costs, personal injury, property damage, fines, and penalties. If a significant accident or event occurs for which we are not fully insured, or if we are unable to obtain or retain a sufficient level of insurance, which could constitute a breach under our PPAs, we may experience a material adverse effect on our business, NAV, financial condition, and results of operations.

We are subject to risks and costs, including potential negative publicity, associated with lawsuits, claims, or administrative proceedings, including lawsuits, claims, or proceedings relating to our business or the, development, construction, or operation of our projects. In addition, we may become subject to legal or administrative proceedings or claims contesting the issuance of a permit or seeking to enjoin the construction or operation of our projects. The result and costs of defending any such proceedings or claims, regardless of the merits and eventual outcome, may

be material. Any such proceedings or claims could also materially delay our ability to complete construction of a project in a timely manner or at all or could otherwise materially adversely affect a completed project’s operations. Further, we have little control over whether third-party claims will be brought by one or more third parties, including public and private landowners, offtakers, equipment suppliers, construction firms, labor unions, and O&M and other service providers or their employees or contractors. Defending litigation, delays caused by litigation, and the costs of settling or other unfavorable outcomes, including judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Our operations rely on our computer systems, hardware, software, and networks, as well as those of third parties with which we do business, such as O&M and other service providers, to securely process, store, and transmit proprietary, confidential, financial, and other information. We also rely heavily on these information systems to operate our solar and wind projects. Information technology system failures and network disruptions may be caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, human errors in using or accessing relevant systems, or similar events or disruptions. Cyber-attacks, including those targeting information systems or electronic control systems used to operate our energy projects and the facilities of third parties on which our projects rely, could severely disrupt business operations, and result in loss of service to offtakers and significant expense to repair security breaches or system damage. In addition, our costs to adequately counter the risk of cyber-attacks may increase significantly in the future. In recent years, such cyber incidents have become increasingly frequent and sophisticated, targeting or otherwise affecting a wide range of companies. While we have instituted security measures to reduce the likelihood and impact of a cyber-attack or data breach and have back-up systems and disaster recovery plans for other disruptions, these measures, or those of the third parties with which we do business, may be ineffective or inadequate. If these measures fail, valuable information may be lost; our development, construction, O&M, and other operations may be disrupted; we may be unable to fulfill our customer obligations; and our reputation may suffer. As a result of the COVID-19 pandemic, the vast majority of our employees who are capable of performing their functions remotely are telecommuting and may continue to do so for the foreseeable future, which may exacerbate these risks. Such risks may also subject us to litigation, regulatory action and fines, remedial expenses, and financial losses beyond the scope or limits of our insurance coverage. These consequences of a failure of security measures could, individually or in the aggregate, have a material adverse effect on our business, NAV, financial condition, and results of operations.

Terrorists have attacked energy assets such as substations and related infrastructure in the past and may attack them in the future. We cannot guarantee adequate protection from such attacks on our projects and have little or no control over the facilities of third parties on which our projects rely. Attacks on our or our counterparties’ assets could severely damage our projects, disrupt business operations, result in loss of service to offtakers, and require significant time and expense to repair. Additionally, energy-related facilities, such as substations and related infrastructure, are protected by limited security measures, in most cases only perimeter fencing. Our current portfolio, as well as projects we may develop or acquire and the facilities of third parties on which our projects rely, may be targets of burglary, terrorist acts and affected by responses to terrorist acts, each of which could fully or partially disrupt our projects’ ability to produce, transmit, transport, and distribute energy. To the extent such acts constitute force majeure events under our PPAs or interconnection agreements, the applicable offtaker generally may reduce or cease making payments to us and may terminate such PPA or interconnection agreement if such force majeure event continues for a period typically ranging from six to twelve months as specified in the applicable agreement. We are also generally unable to, or do not, obtain insurance coverage to compensate us for losses caused by terrorist or other similar attacks. As a result, any such attack could significantly decrease revenues, result in significant reconstruction or remediation costs, or otherwise disrupt our business operations, any of which could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Our projects are subject to various federal, state, and local environmental, health, and safety laws, regulations, guidelines, policies, directives, permits, and other requirements governing or relating to, among other things:

In addition, we need construction and operating permits issued under various federal, state, and local environmental laws and regulations to operate our business, see “Business—Environmental Matters—Environmental Regulation.” Those construction and operating permits are obtained and renewed through applications that require considerable investment in technical documentation and analysis, and sometimes require lengthy review periods. Delays in obtaining or renewing such permits, or denial of such permits and renewals, are possible and would have a negative effect on our financial performance and prospects for growth.

If our projects do not comply with such laws, regulations, requirements, or permits, we may be required to pay penalties or fines, curtail or cease operations of the affected projects, make costly modifications to such projects, or seek new or amended permits for our projects. Violations of environmental and other laws, regulations, and permit requirements, including certain violations of laws protecting wetlands, migratory birds, bald and golden eagles, and threatened or endangered species, may also result in criminal sanctions or injunctions. For example, several of our wind projects have needed to obtain or amend federal or state permits following the unpermitted take of certain endangered birds or bats during the operation of the project.

Our projects also carry inherent environmental, health, and safety risks, including the potential for related civil litigation, regulatory compliance, remediation orders, fines, and other penalties. For instance, equipment or machinery at our projects could malfunction or experience other unplanned events that cause spills that exceed permitted levels, resulting in personal injury, fines, or property damage. Environmental, health, and safety, or EHS laws and regulations have generally become more stringent over time, and we expect this trend to continue. We may need to incur significant capital and operating costs to keep our projects in compliance with EHS laws and regulations. If it is not economical to make those expenditures, or if we violate any of these laws and regulations, it may be necessary to retire or suspend operations at our facilities or restrict or modify our operations to obtain or maintain compliance, either of which could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Additionally, we may be held liable for related investigatory and cleanup costs for any property where there has been a release or potential release of a hazardous substance, regardless of whether we knew of or caused the release or potential release, even in the absence of negligence. We could also be liable for other costs, including fines, personal injury, property damage, or damage to natural resources. In addition, some environmental laws place a lien on a contaminated site in favor of the government as security for damages and costs it may incur relating to contamination and cleanup. Contained or uncontained hazardous substances on, under, or near our projects, regardless of whether we own or lease the property, or the inability to remove or otherwise remediate such substances may restrict or eliminate our ability to operate our projects.

Our projects are designed specifically for the landscape of each project site and cover a large area. Despite the fact that we conduct studies of project sites prior to construction, problems may arise, such as the discovery of archaeological, historical, or cultural artifacts, threatened or endangered species or their habitat, or hazardous materials at our project sites. Such discoveries could result in the restriction or elimination of our ability to operate our business at a particular project site or, if during construction, could result in delays or termination of construction. Landscape-scale projects and operations may also cause effects to certain landscape views, trails, or traditional cultural activities. Such effects may trigger claims from members of local communities alleging that our projects are infringing upon their legal rights or other claims, which could result in the in the restriction or elimination of our ability to operate our business at any project site.

Violations of environmental and other laws, regulations, and permit requirements, the discovery of archaeological, historical, or cultural artifacts, threatened or endangered species or their habitat, or hazardous materials at our project sites, or adverse effects on public or private lands could also result in negative publicity for us, which could, in turn, limit our ability to develop our solar and wind projects and acquire interests in additional renewable energy projects on favorable terms or at all.

The development, construction, and operation of renewable energy projects are highly regulated, require various governmental approvals and permits, including environmental approvals and permits, and may be subject to the imposition of related conditions that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal and the terms of a subsequently issued permit may not be consistent with the terms of the permit initially issued. In other cases, these permits may require compliance with terms that can change over time. We cannot predict whether all permits required for a given project will be granted or whether the conditions associated with the permits, as such conditions may change over time, will be achievable. The denial or loss of a permit essential to a project, or the imposition of impractical or burdensome conditions upon renewal or over time, could impair our ability to construct and operate a project or repower or make modifications following construction. In addition, we cannot predict whether seeking the permits will attract significant opposition or whether the permitting process will be lengthened due to complexities, legal claims, or appeals. Delay in the review and permitting process for a project can impair or delay the ability to develop, construct, or operate a project or increase the cost such that the project is no longer profitable for us.

Our strategy to grow our business partly depends on current government policies that promote and support renewable energy and enhance the economic viability of developing, investing in, constructing, owning, and operating renewable energy projects. Renewable energy projects currently benefit from various U.S. federal, state, and local governmental incentives, such as investment tax credits, production tax credits, or PTCs, and Renewable Portfolio Standards, or RPS, programs, accelerated tax depreciation, and other incentives. These policies have had a significant positive effect on the development of renewable energy projects in the U.S. and the renewable energy industry in general. These incentives make the development of renewable energy projects more competitive by providing tax credits and accelerated depreciation for a significant portion of the development costs, decreasing the costs associated with developing such projects, or creating demand for renewable energy assets through RPS programs.

Governmental incentives that promote the development of renewable energy projects could change at any time, and any loss or reduction in any or all of these renewable energy incentives and subsidies may reduce our willingness to pursue or develop certain renewable energy projects due to higher development costs or less attractive financing opportunities. Furthermore, if government incentives or subsidies for other sources of renewable energy are increased relative to those available to utility-scale wind or solar energy, or if utility-scale wind or solar energy projects fail to receive government incentives or subsidies at all, the demand for our projects may be reduced and the pricing terms under our PPAs may become less favorable, which could slow our growth and cause our financial results and NAV to suffer.

Additionally, some states with RPS targets have met, or in the near future will meet, their renewable energy targets. If these and other U.S. states do not increase their targets in the near future, demand for additional renewable energy could decrease. To the extent other states and provinces do not adopt RPS targets, programs, or goals, demand for renewable energy could decrease in the future. Any of the foregoing could have a material adverse effect on our business, NAV, financial condition, results of operations, and ability to grow our business.

The inclusion of energy storage assets in our portfolio will require us to make assumptions regarding their useful life, cost of operations, need for insurance, likelihood of claims against warranties, and other such factors relating to their successful operation. For example, risks associated with the relatively unproven nature of energy storage assets, such as the risk of fire or explosion, increase the level of unpredictability in making assumptions relating to the costs associated with our portfolio. Because we have less experience developing, building, and operating energy storage assets than wind and solar projects, we may be more likely to make assumptions regarding such matters that prove to be incorrect. We may also be unable to develop, construct, or operate such projects successfully or profitably. Failure to accurately estimate such inputs may result in the related energy storage or energy purchase agreements not being attractive, or not being as attractive as anticipated, which could in turn negatively affect our business. Similarly, incorrect assumptions on the nature of costs to operate such assets or the kind or amount of warranty protection such assets are likely to need, may result in our operating agreements for the assets not covering all needed services or alternatively covering more services than is necessary, either of which could, in turn, negatively affect our business.

We may pursue acquisitions or development in areas in which we have limited or no expertise, and, as a result, may not have the technical and other experience, networks, and market knowledge necessary to develop, acquire, or operate such assets successfully, which could expose us to increased operating costs and unforeseen liabilities or risks. Such risks include regulatory and environmental issues associated with entering new sectors of the energy industry and requiring a disproportionate amount of our management’s attention and resources, which could have an adverse effect on our business and place us at a competitive disadvantage relative to more established energy market participants. A failure to successfully integrate any such acquisitions with our then-existing business as a result of unforeseen operational difficulties or otherwise could have a material adverse effect on our business, NAV, financial condition, results of operations, and ability to grow our business.

We are subject to the risks associated with managing and advising certain investment funds that hold interests in our projects. Such risks include our dependence on investors fulfilling their funding commitments, reduction in management fees due to early liquidation of our investment funds, a significant decline in the value of underlying assets, and the failure of our investment funds to realize profits for a considerable period of time, if at all. The illiquid nature of our funds’ assets may also negatively affect their ability to retain sufficient liquidity to satisfy their cash obligations as they become due, including any management fees due to us, and to the extent our investment funds perform poorly, we may be subject to adverse claims from investors, and our reputation may be adversely affected.

As manager of these funds, we are subject to extensive regulation in the United States. The SEC oversees our activities as a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Investment Advisers Act, and we are subject to certain regulations under the Exchange Act and various other statutes and regulations. Many of the regulatory bodies with jurisdiction over us have regulatory powers dealing with many aspects of financial services, including the authority to grant and, in specific circumstances, cancel permissions to carry on particular businesses and to conduct examinations, investigations and proceedings that may result in fines and other sanctions. A failure to comply with the legal and regulatory obligations imposed by the various regulatory regimes we are subjected to could result in investigations, sanctions, or reputational damage as well as reputational damage or revocation of our registration as an investment adviser.

In addition, under the Investment Advisers Act, each of the management agreements for the funds we manage must provide that it may not be assigned without the consent of the fund. An assignment may occur under the Investment Advisers Act if, among other things, we undergo a change of control. If such an assignment occurs, we cannot be certain that we will be able to obtain the necessary consents.

Our business relies on more than 60 individuals that are currently employed by the D. E. Shaw group in India. These employees are expected to be transitioned to us within approximately six months following the closing of this offering. This transition may not be successful, in whole or in part, and some or all of the applicable employees may decline to be transferred to us. In addition, we are subject to numerous risks associated with our reliance on non-U.S. employees, including:

We significantly rely on our affiliate in India for many aspects of our business, including accounting, engineering, construction financing and financial modeling, and if we were unable to transition some or any of the employees or if we were to need to replace or supplement our operations in India for any reason, such actions could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Our project subsidiaries and offtakers are, and future projects and the related offtakers may be, subject to regulation by U.S. federal, state, and local authorities. Compliance with the requirements under these various regulatory regimes may cause us to incur significant costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility or the imposition of liens, fines, or civil or criminal liability.

Each of the operational projects in our portfolio satisfies the requirements for either (i) “qualifying small power production facility,” or QF, status under the Public Utility Regulatory Policies Act of 1978, as amended, or PURPA, or (ii) status as an “Exempt Wholesale Generator,” or EWG, as defined under the Public Utility Holding Company Act of 2005, or PUHCA. Depending on the power production capacity of the project in question, our QFs, EWGs, and our project subsidiaries that own them may be entitled to various exemptions from ratemaking regulations and certain other regulatory provisions of the FPA (to the extent otherwise applicable), from the books and records access provisions of PUHCA, and from state organizational and financial regulation of electric utilities.

Certain of our operational project subsidiaries are subject to regulation for most purposes as “public utilities” under the FPA, including regulation of their rates and their issuances of securities. Each of the operational project subsidiaries that are public utilities and that are not otherwise exempt from regulation as a public utility with respect to certain sections of the FPA, has obtained or applied for “market-based rate authorization” and associated blanket authorizations and waivers from FERC under the FPA, which allows or will allow such project subsidiaries to sell electric energy, capacity, and ancillary services at wholesale at negotiated, market-based rates, instead of cost-of-service rates when received, and allows or will allow these subsidiaries blanket authority to issue securities.

In addition, many of our operational projects are located in regions in which the bulk power transmission system and associated wholesale markets for electric energy, capacity, and ancillary services are administered by ISOs and Regional Transmission Organizations, or RTOs, that are subject to FERC jurisdiction and operate under FERC jurisdictional tariffs, including open access transmission tariffs. We own operational projects in the California Independent System Operator, or CAISO, ISO New England, or ISO-NE, the MidContinent ISO, the Southwest Power Pool, Inc., and the PJM Interconnection LLC, each of which is a FERC-jurisdictional RTO or ISO that prescribes rules for the terms of participation in the wholesale electric energy and ancillary services markets (and for certain RTOs or ISOs, capacity markets as well) administered by that RTO or ISO. We also own operational projects located in the Electric Reliability Council of Texas, or ERCOT. ERCOT prescribes the rules for and terms of participation in the Texas energy market much like the other RTOs and ISOs mentioned, but those markets are not generally subject to FERC jurisdiction. Many of these entities can impose rules, restrictions, and terms of service that are quasi-regulatory in nature and may have a material adverse effect on our business. For example, ISOs and RTOs have developed bid-based locational pricing rules for the electric energy markets that they administer. In addition, most ISOs and RTOs have also developed bidding, scheduling, and market behavior rules, both to curb the potential exercise of market power by electricity generating companies and to ensure certain market functions and system

reliability. These rules, restrictions, and terms of service could change over time and could materially adversely affect our project subsidiaries’ ability to sell, and the price we receive for, our energy, capacity, and ancillary services.

The ability of an operational project subsidiary that is subject to and not otherwise exempt from regulation as a public utility under the FPA to charge the negotiated rates contained in its PPA is subject to that operational project subsidiary’s maintenance of its general authorization from FERC to sell electricity at market-based rates or maintenance of its QF status, if applicable. The failure of an operational project subsidiary that owns a QF to maintain its status as a QF and available exemptions under PURPA may result in that project subsidiary losing its PPA, interconnection agreement, and becoming subject to additional regulatory requirements. Failure to comply with applicable regulatory requirements may result in the imposition of civil penalties and disgorgement of profits as discussed further in the “Business—Regulatory Matters” section. In addition, FERC may revoke or suspend an operational project subsidiary’s market-based rate authorization if it determines that the project subsidiary can exercise market power in transmission or generation, create barriers to entry, or has engaged in abusive affiliate transactions. Further, the negotiated rates entered into under the PPAs of the project subsidiaries regulated as public utilities could be changed by FERC in certain circumstances if it determines such rates are no longer just and reasonable. If FERC were to make such a determination and as a result decrease the prices paid to us for energy delivered under any of our PPAs, our revenues could be below our projections, which could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Our project subsidiaries, with the exception of those subsidiaries that only own projects in Hawaii, may also be subject to the mandatory reliability standards of the North American Electric Reliability Corporation, or NERC. The state of Hawaii has established a framework for creating a Hawaii Electric Reliability Administrator which is responsible for establishing and overseeing analogous standards. The NERC reliability standards are a series of requirements that relate to maintaining the reliability of the North American bulk electric system and cover a wide variety of topics, including physical security and cyber-security of critical assets, information protocols, frequency and voltage standards, testing, documentation, and outage management. If we fail to comply with these standards, we could be subject to sanctions, including substantial monetary penalties. Although our operational project subsidiaries are not subject to state utility rate regulation because they sell energy exclusively on a wholesale basis or are exempted under PURPA, we are subject to other state regulations that may affect our projects’ sale of energy and operations. Changes in state regulatory treatment are unpredictable and could have a material adverse effect on our business, NAV, financial condition, and results of operations.

The structure of the energy industry and its regulation in the United States is currently, and may continue to be, subject to change. Our project subsidiaries may be required to obtain additional regulatory approvals due to changes in law or for other reasons. We expect the laws and regulation applicable to our business and the energy industry generally to be in a state of transition for the foreseeable future. Changes in such laws and regulations could have a material adverse effect on our business, NAV, financial condition, and results of operations.

In addition to any potential sanctions or penalties resulting from our project subsidiaries’ failure to comply with the applicable laws, rules, and regulations described above, such non-compliance may also result in defaults or other adverse consequences under the financing or tax equity arrangements to which our project subsidiaries are parties because such agreements generally require our project subsidiaries to materially comply with applicable regulations and to maintain certain regulatory approvals. Any such penalties, sanctions, events of default, or other consequences could have a material adverse effect on our business, NAV, financial condition, and results of operations.

For some projects, we have entered into BTAs pursuant to which a utility agrees to acquire a renewable energy project from us rather than procure power from such project under a long-term PPA. As a result, certain of our projects are developed pursuant to a BTA, which is essentially a combination of a development and construction contract and a project sale agreement. If the demand for such arrangements from regulated utilities and others continues to persist, we may continue to develop additional projects pursuant to BTAs in the future. Similar to the other projects in our portfolio, the projects we are developing under BTAs subject us and our business to a variety of risks associated with the development, construction and disposition of a project. As the party under a BTA that is responsible for developing and constructing the project, our subsidiaries are subject to risks associated with, among other things, siting, permitting, subcontracting and, generally, the failure of a project to achieve completion and commercial operations, as further described in this “Risk Factors” section including under the heading “—Risks Related to the Development and Construction of our Renewable Energy Projects.” In addition to the obligation and

risks associated with the construction of a project, a BTA also contains various obligations and undertakings of our subsidiaries related to the sale of the project, which include representations, warranties, and covenants of the seller and corresponding obligations to indemnify the purchaser of the project for breaches of these representations, warranties, and covenants. If any representation, warranty, or covenant is untrue, breached, or otherwise not performed, we or our subsidiary may be required to indemnify the purchaser for damages resulting from such breach or inaccuracy. Further, in some cases, one of our subsidiaries may continue to operate a project developed under a BTA for some period of time following the transfer of the project, and in certain cases we provide limited warranty coverage of the projects, which subjects our subsidiaries to associated liabilities and other risks. The failure of a project being developed under a BTA to achieve completion and commercial operations, or the assertion of a material indemnification or warranty claim in connection with a BTA, could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Our consolidated indebtedness, net of deferred financing costs, as of December 31, 2020, was approximately $2.5 billion. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our subsidiaries’ substantial indebtedness could have consequences on our business operations. For example,

If our subsidiaries do not comply with their obligations under their debt instruments, they may be subject to acceleration of the obligations thereunder, requiring them to refinance all or a part of the indebtedness under such instruments, which may force us to accept then-prevailing market terms that may be less favorable and could reduce our cash flow. If, for any reason, our subsidiaries are unable to refinance such indebtedness of our projects, those projects may be in default of their existing obligations, which may result in a foreclosure on the collateral and loss of the applicable projects. In addition, if for any reason our subsidiaries are unable to refinance the existing

indebtedness of our projects with new debt, we may issue additional common stock or other equity interests in us or any of our subsidiaries, which may dilute the value of the interest of the then-existing holders of common stock in our net assets, or we may be required to guarantee the obligations of our subsidiaries, which could subject us to increased credit risk. Any such events could have a material adverse effect on our business, NAV, financial condition, and results of operations.

In addition, increases in interest rates and changes in debt covenants may reduce the amounts that we can borrow, reduce our cash flows, and increase the equity investment we may be required to make in any projects we may develop or acquire. We expect that the project-level financing for any of our projects under construction will prohibit distributions until such project commences operations. If our subsidiaries are not able to generate sufficient operating cash flows to repay their outstanding indebtedness or otherwise are unable to comply with the terms of their indebtedness, we could be required to reduce capital expenditures and operating expenditures, reduce the scope of our projects, sell some or all of our projects, or delay construction of projects we may develop or acquire, all of which could have a material adverse effect on our business, NAV, financial condition, and results of operations.

We rely heavily on third-party project debt and equity financing, including tax equity arrangements, to finance our business and the development and construction costs of our projects and other capital expenditures. The terms of our financing arrangements and the amount of financing available to us is dependent on a variety of factors, including general market conditions and assumptions with respect to the value of our projects and anticipated future cash flows. If we are unable to raise additional funds when needed, we may be required to delay or abandon development and construction of projects, reduce the scope of projects or abandon or sell some or all of our pre-construction projects, or default on our existing contractual commitments, and we also may not have funds sufficient for additional investments in our business that we might otherwise want to undertake. We also may be unable to refinance existing arrangements at their contractual maturity, which may cause us to default on such obligations and be subject to foreclosure by the project’s lenders. We may not be successful in locating suitable financing transactions in the time period required or at all, or on terms we find attractive, and we may not obtain the capital we require by other means, all of which could have a material adverse effect on our business, NAV, financial condition, and results of operations.

We often rely on third-party tax equity funding to capitalize on tax incentives available to our projects because we have not generally had sufficient tax capacity to make use of all such credits, and the market for those tax equity investors is particularly restricted to a small number of investors. We intend to develop or acquire projects in the future that utilize tax equity financing to monetize tax benefits available to certain renewable energy assets. However, no assurance can be given that tax equity investors will be available or willing to provide financing on acceptable terms at the time of any such development or acquisition or that the tax incentives and benefits that are needed to make tax equity financing available will remain in place.

Further, there are a limited number of potential tax equity investors. Such investors have limited appetite for tax equity financing and renewable energy developers, operators, and investors compete against one another and with others for their capital. We intend to develop or acquire projects in the future that utilize tax equity financing to monetize tax benefits available to certain renewable energy assets. However, no assurance can be given that tax equity investors will be available or willing to provide financing on acceptable terms at the time of any such development or acquisition or that the tax incentives and benefits that are needed to make tax equity financing available will remain in place. For example, the tax equity financing market was constrained during 2020 as a result of COVID-19 because tax equity investors were unable to estimate their estimated tax capacity due to volatility in the economy, and the market is just beginning to return to pre-COVID-19 capacity. Furthermore, as the renewable energy industry expands, the cost of tax equity financing may increase and there may not be sufficient tax equity financing available to meet the total demand in any year. Our business strategy depends on the availability of tax equity financing to develop and acquire additional assets. Therefore, our inability to enter into tax equity financing agreements with attractive pricing terms, or at all, could have a material adverse effect on our business, NAV, financial condition, results of operations, and cash flows.

The outstanding project-level indebtedness for all of our projects is scheduled to mature prior to the anticipated end of such projects’ useful life and the full amortization of such loans. In addition, we have substantial other indebtedness, which is scheduled to mature in the next several years. Upon the maturity of such indebtedness, our ability to obtain refinancing on attractive terms is contingent on a number of factors, including changes to the prevailing market terms on which indebtedness is generally available, changes to the industry in which we operate, local market conditions in the jurisdictions in which our projects are located, the continued operating performance of our assets, future electricity market prices, the level of future interest rates, lenders’ appetite for investments in renewable energy and infrastructure assets, and assessment of our credit risk at the time. It may not be possible to secure refinancing on terms that we think are attractive or at all. Adverse terms may negatively affect our ability to operate our projects or may require us to use a significant portion of the project’s cash flow to may payments related to the debt financing. Further, the process of identifying new financing sources and agreeing on all relevant business and legal terms could be lengthy and could require us to slow the rate of the growth of our business until such new financing arrangements were in place. In connection with any refinancing, we could also be required to incur potentially significant costs associated with the novation or cash settlement of any outstanding swaps or other financial derivatives executed in connection with indebtedness being refinanced. Our failure to secure refinancing of indebtedness or inability to do so on terms that we think are commercially acceptable, and the costs associated with novating or settling any related derivatives in connection with any such refinancing, could materially adversely affect our business, NAV, results of operations, and financial conditions. We have historically used cash from refinancings to help fund our business and we may be adversely affected if we are unable to have continued access to this source of funding of our business.

Most of our subsidiaries’ indebtedness accrues interest at variable rates, and such subsidiaries are parties to interest rate swaps that attempt to reduce the impact of interest rate volatility on such subsidiaries’ related payment obligations. In all cases, our project lenders require us to enter into swaps to provide an economic hedge for a very substantial portion of our variable rate debt. The use of interest rate swaps, however, does not eliminate the possibility of fluctuations in the value of the position or prevent losses if the value of the position declines. Such transactions may also limit the opportunity for gain if the value of a position increases. In addition, to the extent that actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts will involve judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. We are also exposed to the risk of default by a swap counterparty, which may become a particularly pronounced risk in the case of a large-scale financial crisis.

If our interest rate swaps or any other financial derivative arrangements that we may enter into in the future perform in a manner that we do not anticipate, it could materially adversely affect our business, NAV, financial condition, and results of operations.

Our subsidiaries incur various types of debt and other obligations. Project non-recourse debt or obligations are repayable solely from the applicable project’s or entity’s future revenues and, in some cases, are secured by the project’s or entity’s physical assets, major contracts, cash accounts, and our ownership interests in other entities. While we seek to secure project non-recourse debt for our projects, in certain cases we are unable to do so, and thus may be liable for some or all of our subsidiaries’ obligations in connection with certain limited recourse debt or obligations, where we (or another of our subsidiaries) have provided a limited guarantee, or full recourse debt or obligations, where we (or another of our subsidiaries) have provided a full guarantee, making us directly liable to creditors or counterparties if our subsidiaries default on such obligations. To satisfy these obligations, we may be required to use amounts distributed by our other subsidiaries, as well as other sources of available cash, reducing the cash available to execute our business plan. In addition, if our subsidiaries default on their obligations under non-recourse financing or other agreements, we may decide to make payments to prevent the creditors of these subsidiaries from foreclosing on the relevant collateral (which foreclosure would result in a loss of our ownership interest in the subsidiary or in some or all of its assets). Such payments or losses could have a material adverse effect on our business, NAV, financial condition, and results of operations.

Nearly all of the projects in our current portfolio have tax equity financing arrangements in place, and we expect that some or all of our future projects will be financed with tax equity arrangements. Under many of these arrangements, a tax equity investor acquires an equity interest in the company that directly or indirectly owns the project, which entitles the tax equity investor to a significant percentage of the tax credits and depreciation deductions generated by the project, as well as a percentage of the project’s cash flows (which may be significant in certain transactions), until a certain point in time. If a project underperforms, it could delay such point in time and, as a consequence, a tax equity investor may become entitled to receive a greater percentage or, in some cases, all of the project’s cash flows until such point in time. The tax equity investor also has the right to approve most major management decisions with respect to the applicable project. These approval rights include decisions regarding material capital expenditures, replacement of major contracts, bankruptcy, and the sale of the applicable project. To the extent we want to incur project-level debt at a project in which we co-invest with a tax equity investor, we may be required to obtain the tax equity investor’s consent prior to such incurrence. In addition, the amount of debt that could be incurred by an entity in which we have a tax equity co-investor may be further constrained because even if the tax equity investor consents to the incurrence of the debt at the entity or project level, the tax equity investor may not agree to pledge its interest in the project, which could reduce the amount that can be borrowed by the entity. As a result, compliance with our obligations to our tax equity investors may prevent us from making certain business decisions.

Certain of our project subsidiaries have made representations, warranties, and covenants to tax equity investors, project lenders, or other counterparties with respect to, among other things, a project’s initial and continued eligibility for tax credits, the tax basis of those assets and accelerated tax depreciation, and fulfillment of obligations under construction contracts, purchase and sale agreements, tax equity financing documents, and certain other project and finance agreements. The potential exposure of our project subsidiaries under such representations, warranties, or covenants is significant, and in certain cases, we or our subsidiaries provide guarantees or undertakings with respect to such obligations that could result in substantial liabilities that are recourse to us or our subsidiaries and not limited to the specific project. If any representation, warranty, or covenant is untrue or breached, we or our subsidiary may be required to indemnify the tax equity investors and the project subsidiary may be required to pay all of the project’s operating cash flow to the tax equity investors until such indemnity obligation is satisfied. Any such indemnity obligation or cash sweep by us or our project subsidiary could result in a cross-default under the terms of the project’s senior debt or impose material liabilities on us or our other subsidiaries, and correspondingly have a material adverse effect on our business, NAV, financial condition, and results of operations.

Certain of our projects are subject to cross-collateral arrangements pursuant to which their assets are pledged to secure obligations related to projects that our respective operating subsidiary does not own. Under the terms of these arrangements, the failure of one or more of our subsidiaries to perform its obligations under contracts related to one of our projects could allow the counterparty to foreclose on one or more projects that might otherwise not have been negatively affected. The result of a foreclosure event under a cross-collateral arrangement could amplify the negative impact of an issue that might have otherwise affected only the specific project for which the performance obligations were not satisfied and have a material adverse effect on our business, NAV, financial condition, and results of operations.

Many projects in our portfolio are owned through certain joint ventures or with other partners and, near the completion of construction of our projects, we typically sell a minority interest in our projects, usually up to 49.9%, to investment funds that we refer to as the AssetCo funds. In some cases, all or a portion of our projects are owned

by an investment fund we manage, and in some cases our management decisions are subject to investor consent rights. Our co-owners and fund investors may have interests that are different from ours which may result in conflicting views as to the conduct and management of the projects. Although we currently control these and expect to control future projects, we may not be able to favorably resolve disagreements with our partners or investors arising from a particular issue to come before the project, or as to the operation or management of the project, and such disagreements could hinder the operations of such project, or require additional management resources and attention. Any disagreements with our partners or investors could adversely affect our business plans, including our ability to recycle capital in our business, and results of operations.

We may seek to fund future acquisitions and the development and construction of new projects by selling assets or equity interests in our projects. Our ability to sell such assets or interests, and the prices we receive upon a sale, may be affected by many factors, and we may be unable to execute our strategy. In particular, these factors could arise from weakness in or the lack of demand, changes in the financial condition or prospects of prospective purchasers and the availability of financing to potential purchasers on reasonable terms, the number of prospective purchasers, the number of competing properties on the market, unfavorable local, national, or international economic conditions, including as a result of the COVID-19 pandemic, industry trends, and changes in laws, regulations, or fiscal policies of jurisdictions in which the asset is located. We may not be able to sell such assets or interests, the terms of any such sales may not meet our expectations, and we may incur losses in connection with those sales, which could result in less liquidity to fund future growth. Failure to complete such sales may cause us to seek liquidity from alternative sources, such as raising additional debt or equity and diluting existing stockholders, or completing securitizations, which may be less favorable to our stockholders and could have a material adverse impact on our business, NAV, financial condition, and results of operations.

In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. The ICE Benchmark Administration, the administrator of LIBOR, has ceased to publish USD LIBOR for the one week and two month USD LIBOR tenors. Further, on March 5, 2021, the ICE Benchmark Administration announced its intention to cease the publication of the remaining USD LIBOR tenors after June 30, 2023. While this announcement extends the transition period to June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new USD LIBOR issuances by the end of 2021. In light of these recent announcements, the future of LIBOR at this time is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phase-out could cause LIBOR to perform differently than in the past or cease to exist. Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative floating borrowing rate, may adversely affect our borrowing costs. In addition, the phase-out of LIBOR could affect interest rates for our variable rate debt and interest rate swap arrangements and potential mismatches of newly adopted interest rates could potentially cause our hedges not to be effective. Certain of our debt instruments have interest rates that are LIBOR based and will not have matured prior to the phase-out of LIBOR. We cannot predict the effect of the potential changes to LIBOR or the establishment and use of alternative floating borrowing rates on the portion of our outstanding debt that is LIBOR based. Challenges in changing to a different borrowing rate may result in less favorable pricing on certain of our debt instruments and could have an adverse effect on our financial results and cash flows.

Pursuant to a proxy agreement between our co-founders and the D. E. Shaw GW Investment Holdings, L.L.C., our co-founders will collectively control the voting rights with respect to the election of directors of approximately    % of our outstanding common stock (or approximately    % if the underwriters exercise their option to purchase additional shares of common stock in full). Concurrent with this offering, our co-founders will enter into a voting agreement among themselves with respect to the election of our directors.

Furthermore, our directors, executive officers, and each of our 5% stockholders and their affiliates, in the aggregate, will beneficially own approximately   % of the outstanding shares of our common stock after this offering, based on the number of shares outstanding as of    , 2022 and assuming the underwriters’ option to purchase additional shares of common stock is not exercised. These stockholders will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions, or other extraordinary transactions. These stockholders may have interests that differ from yours, including with respect to short- or long-term goals, and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of us, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of us, and might ultimately affect the market price of our common stock.

After completion of this offering, pursuant to a proxy agreement between D. E. Shaw GW Investment Holdings, L.L.C. and each of Bryan Martin and David Zwillinger, Mr. Martin and Mr. Zwillinger each will hold a proxy over     shares of common stock held by D. E. Shaw GW Investment Holdings, L.L.C. with respect to the election of directors of the Company, and separately, Mr. Martin and Mr. Zwillinger will agree among themselves to vote their shares together with respect to the election of directors of the Company. Because during the term of the proxy agreement more than 50% of the voting power in the election of our directors will be held by Mr. Martin and Mr. Zwillinger, acting as a group, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. As a controlled company, we may elect not to comply with certain corporate governance requirements, including:

Following this offering, we intend to utilize certain of these exemptions and if we utilize any of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Prior to this offering, there has been no public market for our common stock. Although we expect to list our common stock on Nasdaq, we cannot guarantee an active public market for our common stock will develop or be sustained after this offering. If an active and liquid trading market does not develop, you may have difficulty selling or may not be able to sell any of the shares of our common stock that you purchase.

The market price of our common stock could be subject to significant fluctuations. The price of our common stock may change in response to our results of operations in future periods and also may change in response to other factors, including factors specific to companies in our industry. As a result, our share price may experience significant volatility that is not necessarily reflective the value of our expected performance. Among other factors that could affect our stock price are:

Further, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. The stock prices of many energy-related companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may cause the market price of our common stock to decline.

You may not be able to resell any of your shares of our common stock at or above the initial public offering price. The initial public offering price will be determined by negotiations between us and the representative of the underwriters and may not be indicative of prices that will prevail in the trading market, if a trading market develops, after this offering. If the market price of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment and may lose some or all of your investment.

Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, after taking into account our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. As a result, if our board of directors does not declare any such cash dividends, then capital appreciation in the price of our common stock, if any, may be your only source of gain on an investment in our common stock. See “Dividend Policy.”

Upon completion of this offering and the Reorganization Transactions, we will be a holding company and have no material assets other than our ownership of L.P. Interests. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses, or declare and pay dividends in the future, if any, depend upon the results of operations and cash flows of DESRI Holdings, L.P., and its subsidiaries and distributions we receive from DESRI Holdings, L.P. DESRI Holdings, L.P. and its subsidiaries may not generate sufficient cash flow to distribute funds, and applicable state law and contractual restrictions may prohibit such distributions.

The trading of our common stock is likely to be influenced by the reports and research that industry or securities analysts publish about us, our business, our market, or our competitors. We do not currently have and may never obtain research coverage by securities or industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our common stock would be negatively affected. If we obtain securities or industry analyst coverage but one or more analysts downgrade our common stock or publish unfavorable research about our business, our stock price would likely decline. If one or more securities or industry analysts ceases to cover us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We intend to file a registration statement with the SEC on Form S-8 providing for registration of our shares of our common stock issued or reserved for issuance under the DESRI Inc. 2022 Omnibus Incentive Plan in connection with this offering. Subject to the satisfaction of vesting conditions and the expiration of lock-up agreements, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction. From time to time in the future, we may also issue additional shares of our common stock, securities convertible into common stock, or other equity securities to raise additional capital or pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock. We may also seek additional capital through debt financings. The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt, to make capital expenditures, to create liens, or to redeem stock or declare dividends, that could adversely affect our ability to conduct our business.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of     shares of our common stock outstanding (    shares if the underwriters exercise their option to purchase additional shares of common stock in full).

All of the shares of common stock sold in this offering will be freely tradeable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, or Rule 144, may be sold only in compliance with the limitations described under “Shares Eligible for Future Sale.” We, our executive officers, directors, and certain holders of our outstanding securities will sign lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for 180 days following the date of this prospectus. Goldman Sachs & Co. LLC may, at its discretion and at any time, release all or any portion of the shares or securities subject to any such lock-up agreements. See “Underwriting” for a description of these lock-up agreements.

The assumed initial public offering price of $    per share of common stock (the midpoint of the price range set forth on the cover page of this prospectus) exceeds as adjusted net tangible book value of $    per share of common stock. Based on the assumed initial public offering price of $    per share of common stock, stockholders will incur immediate and substantial dilution of $    per share of common stock. See “Dilution.”

Our certificate of incorporation, bylaws, and Delaware law contain or will contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Among others, our amended and restated certificate of incorporation and/or amended and restated bylaws will include the following provisions:

Any provision of our amended and restated certificate of incorporation, amended and restated bylaws, or Delaware law that has the effect of delaying, preventing, or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

Following this offering, we will be a holding company under PUHCA with U.S. operating subsidiaries that are regulated by FERC as “public utilities” under the FPA. As a result, the FPA requires us, DESRI Holdings, L.P., and/or our U.S. public utility subsidiaries, as the case may be, either to (i) obtain prior authorization from FERC to transfer an amount of our voting securities sufficient to convey direct or indirect control over any of our public utility subsidiaries or (ii) qualify for a blanket authorization granted under or an exemption from FERC’s regulations in respect of transfers of control. Similar restrictions apply to any purchaser of our voting securities that is a “holding company” under PUHCA, in a holding company system that includes a transmitting utility or an electric utility, or an “electric holding company,” regardless of whether our voting securities are purchased in this offering, subsequent offerings by us or DESRI Holdings, L.P., in open market transactions or otherwise. A purchaser of our voting securities would be a “holding company” under PUHCA if the purchaser acquires direct or indirect control over 10% or more of our voting securities, the voting securities of our public utility operating subsidiaries, and the voting

securities of any of our intermediate holding companies through which we may indirectly hold our interests in our public utility operating subsidiaries, or if FERC otherwise determines that the purchaser could directly or indirectly exercise control over our management or policies or the management or policies of public utility operating subsidiaries or the intermediate holding companies through which we may indirectly own our public utility operating subsidiaries (e.g., as a result of contractual board or approval rights). Under PUHCA, a “public-utility company” is defined to include an “electric utility company,” which is any company that owns or operates facilities used for the generation, transmission or distribution of electric energy for sale, such as our U.S. operating subsidiaries. Accordingly, absent prior authorization by FERC or a general increase to the applicable percentage ownership under a blanket authorization, for the purposes of sell-side transactions by us or DESRI Holdings, L.P. and buy-side transactions involving purchasers of our securities that are already holding companies under PUHCA, purchasers are restricted in the amount of common stock they may acquire in this offering or otherwise as set forth in the following paragraph.

To ensure compliance with FPA Section 203 and FERC’s regulations in respect of transfers of control, and consistent with the requirements for blanket authorizations granted thereunder or exemptions therefrom, absent prior authorization by FERC, no holder of our common stock will be permitted to own or control, together with its affiliates (as defined in FERC’s market-based rate regulations) and associate companies, 10% or more directly or indirectly of the voting equity of any of our public utility subsidiaries through ownership or control directly or indirectly of (i) our common stock or other voting securities, (ii) the voting equity of our public utility operating subsidiaries, and (iii) the voting equity of any of our intermediate holding companies through which we indirectly hold interests in its public utility operating subsidiaries (the “Applicable Interests”). Additionally, holders of our common stock should manage their investment in us in a manner consistent with FERC’s regulations in respect of obtaining direct or indirect “control” of our company. Accordingly, following the completion of this offering, absent prior authorization by FERC, investors in our common stock and their affiliate and associate companies are advised not to acquire in the aggregate a direct and/or indirect voting interest in 10% or more either of our issued and outstanding voting securities, the voting securities of our public utility operating subsidiaries, and the voting securities of any of our intermediate holding companies through which we may indirectly hold our interests in our public utility operating subsidiaries, in each case whether in connection with an offering by us or DESRI Holdings, L.P., open market purchases, or otherwise. A violation of these regulations, including through open market purchases or otherwise, could subject the party in violation or our public utility subsidiaries to civil or criminal penalties under the FPA, including civil penalties of up to approximately $1.4 million per day per violation and other possible sanctions imposed by FERC under the FPA. Any holder of our common stock, together with their affiliates and associate companies, that acquires in the aggregate 10% or more of Applicable Interests will be prohibited from exercising voting rights with respect to such common stock unless prior authorization from the FERC for acquisition of such Applicable Interests is received.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any of our current or former directors, officers, stockholders, employees or agents to us or our stockholders, (iii) any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents arising out of or relating to any provision of the DGCL, our amended and restated certificate of incorporation, or our amended and restated bylaws, and (iv) any action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents governed by the internal affairs doctrine of the State of Delaware. This provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act, or rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and our amended and restated certificate of incorporation will provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Our decision to adopt such a federal forum provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that

federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and our amended and restated certificate of incorporation will provide that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the federal forum provision; provided, however, that stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, other employees, and agents. Alternatively, if a court were to find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, NAV, financial condition, and results of operations.

We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our consolidated financial statements may not be comparable to companies that comply with public company effective dates. Investors may find our shares of common stock less attractive because we may rely on these provisions. If some investors find our shares of common stock less attractive as a result of the foregoing, there may be a less active trading market for our shares and our share price may be more volatile.

As a public company, we will be subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Section 404(a) of the Sarbanes-Oxley Act requires that, beginning with our second annual report following our initial public offering, management assess and report annually on the effectiveness of our internal controls over financial reporting and identify any material weaknesses in our internal controls over financial reporting. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the certifications required by that act, which may preclude us from keeping our filings with the SEC current, and interfere with the ability of investors to trade our securities and our ability to list our shares on any national securities exchange. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff, and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational, and financial resources to identify new professional to join our company and to maintain

appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns and will result in increased costs to us, which could have a material adverse effect on our results of operations, financial condition, business, or NAV.

We incurred net losses of $(278.1) million and $(159.9) million for the years ended December 31, 2020 and 2019, respectively. These historical operating and net losses were due to a number of factors, including net realized and unrealized losses on derivative financial instruments. We expect to incur significant expenses and losses as we finance the expansion of our operations and implement additional internal systems and infrastructure to support our growth. In addition, as a public company, we will incur significant additional legal, accounting, and other expenses that we do not incur as a private company. We do not know whether our revenue will grow rapidly enough to absorb these costs. Our ability to achieve profitability depends on a number of factors. Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

Our quarterly and annual operating results and our ability to grow are difficult to predict and may fluctuate significantly in the future. We have experienced seasonal and quarterly fluctuations in the past and expect to experience such fluctuations in the future. In addition to the other risks described in this “Risk Factors” section, the following factors could cause our operating results to fluctuate:

For these or other reasons, the results of any prior quarterly or annual periods should not be relied upon as indications of our future performance.

We may, from time to time, provide guidance regarding our future performance that represents our management’s estimates as of the date such guidance is provided. Any such guidance would be based upon a number of assumptions with respect to future business decisions (some of which may change) and estimates, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies (many of which are beyond our control). Guidance is necessarily speculative in nature and it can be expected that some or all the assumptions that inform such guidance will not materialize or will vary significantly from actual results. Our ability to meet any forward-looking guidance is affected by a number of factors, including, but not limited to, the number of PPAs we enter into and projects that start or complete construction, changes in construction and operating costs, the availability of financing on acceptable terms, the availability of rebates, tax credits, and other incentives, changes in policies and regulations, the availability and cost of solar panels, wind turbines, inverters, batteries, and other raw materials, as well as the other risks to our business described in this “Risk Factors” section. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date such guidance is provided. Actual results may vary from such guidance and the variations may be material.

Investors should also recognize the reliability of any forecasted financial data diminishes the farther into the future the data is forecast. In light of the foregoing, investors should not place undue reliance on our financial guidance and should carefully consider any guidance we may publish in context.

We may be required to record significant charges to earnings should we determine that our long-lived assets or project-related assets are impaired. Such charges may have a material impact on our financial position and results of operations. We review long-lived and project-related assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We consider a project commercially viable or the carrying amount of its assets recoverable if the expected operating cash flows for the project exceed the carrying amount of the asset. If our projects are not considered commercially viable, we would be required to impair the respective assets, which may have a material adverse effect on our business, NAV, financial condition, and results of operations.

Our asset retirement obligations primarily consist of our estimated cost relating to decommissioning project equipment and surface land reclamation at the end of the useful life of each project. These obligations are determined for each project using various estimates and assumptions including, among other items, estimates of equipment removal costs, estimates of inflation rates, and the timing of these expenses, which is based on the estimated economic life of the project and the applicable reclamation laws and regulations. These cash flows are discounted using a credit-adjusted, risk-free rate. Our management and consultants periodically review these estimates. If our assumptions do not materialize as expected, actual cash expenditures and costs that we incur in connection with asset retirements could be materially different than currently estimated. Moreover, regulatory changes could increase our obligations to perform reclamation, project closing, and post-closure activities. The resulting estimated asset retirement obligation could change significantly if actual amounts change significantly from our assumptions, which could have a material adverse effect on our results of operations and financial condition.

The historical condensed and pro forma financial information that we have included in this prospectus may not necessarily reflect what our financial position, results of operations, or cash flows would have been had we been an independent entity during the periods presented and may not reflect the financial position we will achieve in the future. The costs and expenses reflected in our historical and pro forma financial information include an allocation for certain corporate functions historically provided by the D. E. Shaw group, including executive oversight, risk management, information technology, legal and compliance, investor relations, human resources, tax, procurement, and other services, which may be different from the expenses for such services that we would have incurred had we operated as a stand-alone company during such periods. We have not adjusted our historical condensed or pro forma financial information to reflect changes that will occur in our cost structure, financing, and operations as a result of our transition to becoming a stand-alone public company, including changes in our employee base, potential increased costs associated with reduced economies of scale, and increased costs associated with SEC reporting and Nasdaq requirements. Therefore, our historical carve-out condensed and pro forma financial information may not be indicative of what our financial position, results of operations, or cash flows may be in the future.

Until this offering, DESRI has operated as a business unit within the D. E. Shaw group. Accordingly, we have no experience operating as an independent company and performing some of the corporate functions that have been previously performed for us on a centralized basis by the D. E. Shaw group, including certain human resources, tax administration, legal and compliance, investor relations, communications, certain insurance, information technology, and telecommunications services. Our prospects must be considered in light of the risks, expenses, and difficulties encountered by companies in the early stages of independent business operations, particularly companies such as ours in highly competitive markets.

Historically, the D. E. Shaw group has provided certain corporate and shared services to us, and, following the completion of this offering, the D. E. Shaw group will continue to provide certain of those corporate and shared services for us for a period of time. We will pay fees for the services provided by the D. E. Shaw group following this offering, and such services will be meaningfully narrower in scope than the services historically provided to us by the D. E. Shaw group. The terms of these services and amounts to be paid by us to the D. E. Shaw group will be provided in the transition services agreements, which we refer to as the Transition Services Agreements, described in “Certain Relationships and Related Party Transactions.” As these services are being provided to us by the D. E. Shaw group, our operational flexibility to modify or implement changes with respect to such services or the amounts we pay for them will be limited. The services provided to us by the D. E. Shaw group may be inadequate or may not be provided in a satisfactory or effective manner. We may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including quality or cost, comparable to those that we have historically received from the D. E. Shaw group, or that we will receive from the D. E. Shaw group under the Transition Services Agreements. Although we intend to replace the services currently provided by the D. E. Shaw group, we may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms as favorable as those we currently have in effect. For example, implementing our own cybersecurity framework may make us more vulnerable to cyber-attacks, network disruptions, and other information systems breaches as we will no longer benefit from the D. E. Shaw group’s control systems. Further, we have historically received informal support from the D. E. Shaw group, which may not be addressed in the Transition Services Agreements. The level of this informal support will diminish following the separation as we become a stand-alone company.

DESRI Holdings, L.P. will agree in the Separation Agreement not to make an election under Section 6226 of the Code (or any similar provision of state or local tax law) in respect of any imputed underpayment determined in connection with any tax audit or administrative or judicial proceeding in respect of a tax period that ended on or prior to or includes the date of this offering without the consent of DESRI Inc. or its “partnership representative” (as defined in section 6223 of the Code). As a result, such an imputed underpayment will be assessed against DESRI Holdings, L.P., rather than any current or former partner of DESRI Holdings, L.P. The practical effect of not making an election under Section 6226 of the Code is for DESRI Inc., as the sole ultimate beneficial owner of DESRI Holdings, L.P., to economically bear the full cost of the imputed underpayment, notwithstanding that, had the election under Section 6226 of the Code been made, the imputed underpayment would have been assessed against those persons who were partners of DESRI Holdings, L.P. during the tax period to which the imputed underpayment relates, rather than against DESRI Holdings, L.P. The amount of an imputed underpayment for which DESRI Holdings, L.P., is liable as a consequence of not having made an election Section 6226 could be substantial, and none of D. E. Shaw & Co., L.P., or any of its affiliates will have any obligation to indemnify, contribute to, or otherwise reimburse DESRI Inc. or any of its affiliates (including DESRI Holdings, L.P.) with respect to any such imputed underpayment.

Disputes may arise between the D. E. Shaw group and us in a number of areas relating to our past and ongoing relationship. We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. The agreements that we will enter into with the D. E. Shaw group may be amended upon agreement between the parties. We may not have the leverage to negotiate amendments to these agreements, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

We may not achieve the anticipated benefits from this offering for a variety of reasons. For example, the process of separating our business from the business of the D. E. Shaw group and operating as an independent public

company may distract our management from focusing on our business and strategic priorities. In addition, although we will have direct access to the debt and equity capital markets following this offering, we may not be able to issue debt or equity on terms acceptable to us or at all. The availability of shares of our common stock for use as consideration for acquisitions also will not ensure that we will be able to successfully pursue acquisitions or that the acquisitions will be successful. Moreover, even with equity compensation tied to our business we may not be able to attract and retain employees as desired. We also may not fully realize the anticipated benefits from our separation if any of the matters identified as risks in this “Risk Factors” section were to occur. If we do not realize the anticipated benefits from our separation for any reason, our business may be materially adversely affected.

We expect to receive net proceeds of approximately $   million (or approximately $   million if the underwriters exercise their option to purchase additional shares of common stock in full) from the sale of our common stock by us in this offering assuming an initial public offering price of $    per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated offering expenses and underwriting discounts and commissions payable by us.

We intend to use $   million of the net proceeds from this offering to fund the cash consideration for the contribution by the D. E. Shaw group of its outstanding partnership interests in DESRI Holdings, L.P. to DESRI Inc. as described in “Organizational Structure,” based on the assumed initial public offering price of $   per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus).

We intend to use the remaining $    million of net proceeds, based on the assumed initial public offering price of $    per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), from this offering for general corporate purposes, including to fund development and construction activities on our projects, working capital, and operating expenses. In addition, we may use proceeds from this offering to opportunistically fund project acquisitions and other strategic opportunities.

We do not have any definitive plans for the allocation of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business, and we may allocate the net proceeds from this offering to the specified uses set forth above or for other general corporate purposes.

Each $1.00 increase (decrease) in the assumed initial public offering price of $   per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by approximately $   million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each increase (decrease) of one million in the number of shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $   , assuming no change in the assumed initial public offering price of $   per share, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

DESRI Inc., a Delaware corporation, was formed on August 25, 2021 and is the issuer of the common stock offered by this prospectus. Prior to this offering and the Reorganization Transactions, our business operations have been conducted through DESRI Holdings, L.P. and its direct and indirect subsidiaries. Following this offering and the Reorganization Transactions, DESRI Inc. will be treated as a corporation for U.S. federal income tax purposes and our business operations will become taxable at DESRI Inc. at the corporate tax rate.

We intend to undertake the following organizational transactions in connection with the offering, or collectively, the Reorganization Transactions:

Following this offering, we will be a holding company under PUHCA with U.S. operating subsidiaries that are regulated by FERC as “public utilities” under the FPA. As a result, the FPA requires us, DESRI Holdings, L.P., and/or our U.S. public utility subsidiaries, and/or purchasers of common stock that are also holding companies, as the case may be, either to (i) obtain prior authorization from FERC to transfer or acquire an amount of our voting securities sufficient to convey direct or indirect control over any of our public utility subsidiaries or (ii) qualify for a blanket authorization granted under or an exemption from FERC’s regulations in respect of transfers of control. To ensure compliance with FPA Section 203 and FERC’s regulations in respect of transfers of control, and consistent with the requirements for blanket authorizations granted thereunder or exemptions therefrom, absent prior authorization by FERC, no holder of our common stock will be permitted to own or control, together with its affiliates (as defined in FERC’s market-based rate regulations) and associate companies, 10% or more directly or indirectly of the voting equity of any of our public utility subsidiaries through ownership or control directly or indirectly of (i) our common stock or other voting securities, (ii) the voting equity of our public utility operating subsidiaries, and (iii) the voting equity of any of our intermediate holding companies through which we indirectly hold interests in our public utility operating subsidiaries (the “Applicable Interests”). Additionally, holders of our common stock should manage their investment in us in a manner consistent with FERC’s regulations in respect of obtaining direct or indirect “control” of our company. Accordingly, following the completion of this offering, absent prior authorization by FERC, investors in our common stock and their affiliate and associate companies are advised not to acquire in the aggregate a direct and/or indirect voting interest in 10% or more either of our issued and outstanding voting securities, the voting securities of our public utility operating subsidiaries, and the voting securities of any of our intermediate holding companies through which we may indirectly hold our interests in our public utility operating subsidiaries, in each case whether in connection with an offering by us or DESRI Holdings, L.P., open market purchases, or otherwise. A violation of these regulations, including through open market purchases or otherwise, could subject the party in violation or our public utility subsidiaries to civil or criminal penalties under the FPA, including civil penalties of up to approximately $1.4 million per day per violation and other possible sanctions imposed by FERC under the FPA. Any holder of our common stock, together with their affiliates and associate companies, that acquires in the aggregate 10% or

more of Applicable Interests will be prohibited from exercising voting rights with respect to such common stock unless prior authorization from the FERC for acquisition of such Applicable Interests is received.

The following diagram summarizes our organizational and ownership structure after giving effect to the Reorganization Transactions, including this offering. The chart below assumes no exercise of the underwriters’ option to purchase additional shares of common stock. See “Business—Our Projects—Our Operational and Construction Project Portfolio.”

The D. E. Shaw group currently holds 1% passive ownership interests in certain of our operating subsidiaries. Prior to or concurrently with the Reorganization Transactions, the D. E. Shaw group will sell us certain of these interests for $     million and will acquire certain other 1% passive ownership interests in certain of our operating subsidiaries for $     million.

The following table sets forth the cash and cash equivalents and capitalization as of September 30, 2021:

The following table is derived from and should be read together with the sections of this prospectus entitled “Use of Proceeds,” “Unaudited Pro Forma Consolidated Financial Information,” “Summary Historical and Pro Forma Consolidated Financial Data,” “Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and accompanying notes included elsewhere in this prospectus.

Our solar projects are capitalized by (i) non-recourse (or limited recourse) project debt, (ii) non-controlling tax equity, and/or (iii) “cash equity” from the project’s owners. Typically, we expect a project to be capitalized at COD with approximately 45% to 50% project debt, 40% tax equity, and 10% to 15% cash equity, although there can be significant variance between projects. Generally, we seek to maximize the amount of non-recourse debt our projects can raise, and minimize the amount of tax equity and cash equity required, due to the relatively cheaper cost of capital for non-recourse debt and the value of limited financial covenants for these debt financings. We also typically enter into economic interest rate hedges to protect the stability of our long-term cash flows, including all operational and construction projects where we enter into interest rate swaps for approximately 100% of the outstanding debt. In addition, the equity in our projects is accounted for at book value (i.e., cost), rather than market value. As a result, consolidated leverage ratios, which includes all debt (including non-recourse, project-level debt) to the book value of equity, will appear high. However, such leverage ratios may not accurately account for the level of financing risk in our business, as non-recourse lenders to any one project would not have collateral in the remainder of our assets. Moreover, the market value of the equity in the project, in which such lenders do have collateral, may exceed the book value because the book value is based on non-cash metrics and represents cost, as opposed to the project’s market value.

Since December 31 2017, DESRI Holdings, L.P. has made distributions of more than $285 million in the aggregate, including $34 million, $30 million and $35 million in 2019, 2020 and 2021, respectively.

While we do not currently intend to pay regular cash dividends on our common stock on an annual or quarterly basis, we may pay special dividends from time to time. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, after taking into account our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Our ability to pay dividends may also be restricted by the terms of any credit agreement or any future debt or preferred or tax equity interests of us or our subsidiaries. Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to this Offering and Ownership of our Common Stock—We do not intend to pay regular cash dividends on our common stock for the foreseeable future.”

If you invest in our common stock in this offering, you will experience immediate and substantial dilution in the net tangible book value per share of our common stock upon the completion of this offering.

As used in this “Dilution” section, (i) our pro forma net tangible book deficit per share is determined by dividing our pro forma net tangible book deficit (tangible assets less total liabilities) by the total number of our outstanding common stock that will be outstanding immediately prior to the completion of this offering but after giving effect to the Reorganization Transactions, and (ii) our pro forma as adjusted net tangible book deficit per share of common stock represents pro forma net tangible book deficit divided by the number of shares of common stock outstanding immediately after giving effect to the Reorganization Transactions and the completion of this offering.

Our pro forma net tangible book deficit as of September 30, 2021, was approximately $    million, or approximately $    per share.

After giving effect to the sale of common stock in this offering at an assumed initial public offering price of $    per share (the midpoint of the price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and offering expenses, our pro forma as adjusted net tangible book deficit as of September 30, 2021 would have been approximately $    million, or approximately $    per share. This represents an immediate increase in the net tangible book value of $    per share to existing stockholders and an immediate dilution (i.e., the difference between the initial public offering price and the pro forma as adjusted net tangible book deficit after this offering) to new investors participating in this offering of $    per share.

The following table illustrates the per share dilution to new investors participating in this offering:

Each $1.00 increase (decrease) in the assumed initial public offering price of $    per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book deficit as of September 30, 2021 by approximately $    million, the pro forma as adjusted net tangible book value per share by $    per share and the dilution to new investors in this offering by $    per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and offering expenses.

The following table summarizes on a pro forma as adjusted basis of    , the total number of shares of common stock owned by our existing stockholders immediately prior to this offering and to be owned by the new investors in this offering, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by the new investors in this offering at $   , the midpoint of the price range set forth on the cover page of this prospectus, calculated before deducting estimated underwriting discounts and commissions and offering expenses:

DESRI Inc. was formed on August 25, 2021 and does not have historical financial results. DESRI Inc. currently has no assets or liabilities and has conducted no operations. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2020 and for the nine months ended September 30, 2021 is based on our historical audited consolidated statement of operations for the year ended December 31, 2020 and our unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021 and includes pro forma adjustments to give effect to the Reorganization Transactions, including this offering, as described under “Organizational Structure,” as if such transactions occurred on January 1, 2020. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2021 is based on our historical unaudited condensed consolidated balance sheet as of September 30, 2021 and includes pro forma adjustments to give effect to (i) the Reorganization Transactions, as described under “Organizational Structure,” as if such transactions had occurred on September 30, 2021 and (ii) the use of the estimated net proceeds from this offering, as described under “Use of Proceeds.”

The following unaudited pro forma condensed consolidated financial statements and the related notes should be read in conjunction with the sections titled “Use of Proceeds”, “Capitalization,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and DESRI Holdings, L.P.’s historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions that we believe are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or that could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expense associated with being a public company. The pro forma adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial statements and related notes are included for informational purposes only and do not purport to reflect the results of operations or financial position of DESRI Inc. that would have occurred had DESRI Inc. been in existence or operated as a public company during the periods presented. If this offering and other transactions contemplated herein had occurred in the past, our operating results might have been materially different from those presented in the unaudited pro forma financial statements. The unaudited pro forma condensed consolidated financial statements should not be relied upon as being indicative of our results of operations or financial position had the described transactions occurred on the dates assumed. The unaudited pro forma condensed consolidated financial information also does not project our results of operations or financial position for any future period or date. Future results may vary significantly from the results reflected in the unaudited pro forma condensed consolidated financial information and such information should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma condensed consolidated financial statements.