United States securities and exchange commission logo





                           October 8, 2021

       William F. Concannon
       Chief Executive Officer
       CBRE Acquisition Holdings, Inc.
       2100 McKinney Avenue, Suite 1250
       Dallas, TX 75201

                                                        Re: CBRE Acquisition
Holdings, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed September 24,
2021
                                                            File No. 333-258700

       Dear Mr. Concannon:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 9, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       Risk Factors
       We may redeem the unexpired Redeemable Warrants prior to their exercise
at a time that is
       disadvantageous to holders..., page 84

   1.                                                   We note your disclosure
highlighting the differences between the private placement
                                                        warrants and the public
warrants in response to prior comment 7 and reissue the comment
                                                        in part. Please expand
your disclosure to discuss the material risks to public warrant
                                                        holders arising from
the differences between the private and public warrants.
 William F. Concannon
FirstName  LastNameWilliam  F. Concannon
CBRE Acquisition  Holdings, Inc.
Comapany
October    NameCBRE Acquisition Holdings, Inc.
        8, 2021
October
Page 2 8, 2021 Page 2
FirstName LastName
The CBAH charter that will be effective following the completion of the
business combination
designates a state court..., page 95

2.       We note your revised disclosure in response to prior comment 8. Please
expand your
         disclosure here, on page 315 and in Article X of your Form of Third
Amended and
         Restated Certificate of Incorporation to clearly state that the
exclusive forum provision
         identifying the Court of Chancery of the State of Delaware as the
exclusive forum for
         certain litigation, including any    derivative action,    will not
apply to any action or
         proceeding asserting a claim under the Securities Act or Exchange Act.
The Business Combination
Background of the Business Combination, page 111

3.       We note your revised disclosure in response to prior comment 11 and
reissue it in part.
         Please enhance your disclosure to describe your search process by
explaining why CBAH
         determined not to pursue a transaction with the other four potential
target companies that
         were reviewed at the Board meeting on February 16, 2017 and discuss
whether any of
         them met the goals specified on page 112.
Certain Projected Financial Information of Altus, page 127

4.       We note your revised disclosure in response to prior comments 13 and
14 but are unable
         to fully agree with your responses and reissue them in part. Please
qualitatively and
         quantitatively describe the material assumptions for your disclosed
projections. For
         example, describe the basis for projecting total estimated revenue
growth in 2022, 2023
         and 2024 and the factors or contingencies that could prevent such
growth from
         materializing.
5.       Provide us with the legal basis for your disclaimer on page 128 of
any responsibility to
         update or revise, or publicly disclose any update or revision to,
these financial
         projections,       even in the event that any or all of the
assumptions underlying the financial
         projections are shown to be in error or change.    For guidance,
generally refer to Item
         10(b)(3)(iii) of Regulation S-K.
Opinion of Duff & Phelps, the Financial Advisor to the Special Committee of the
CBAH Board,
page 130

6.       We note your revised disclosure in response to prior comment 17 and
reissue it in part.
         Please discuss the total addressable market, pipeline of opportunities
and general secular
         tailwinds that Duff & Phelps evaluated in considering Altus's growth
outlook.
Certain U.S. Federal Income Tax Considerations, page 147

7.       We note your response to prior comment 23 and reissue the comment in
part. Please
         revise your disclosure to clearly express an opinion on the tax
treatment of the merger and
         the related transactions. If the merger is not taxable to
shareholders, please also file a tax
 William F. Concannon
FirstName  LastNameWilliam  F. Concannon
CBRE Acquisition  Holdings, Inc.
Comapany
October    NameCBRE Acquisition Holdings, Inc.
        8, 2021
October
Page 3 8, 2021 Page 3
FirstName LastName
         opinion with your registration statement. If there is uncertainty
regarding the tax
         treatment, counsel may issue a "should" or "more likely than not"
opinion to make clear
         that the opinion is subject to a degree of uncertainty, and explain
why it cannot give a firm
         opinion. In that regard, we note that Section 8.04 of the Business
Combination Agreement
         provides that the parties intend that the merger qualifies as a
"reorganization" within the
         meaning of Section 368(a) of the Code. Refer to Item 601(b)(8) of
Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Description of Merger, page 209

8.       We note that you revised certain disclosures in response to prior
comment 24, regarding
         your description of merger consideration, including disclosure under
Sources and Uses for
         the Business Combination on page 146, and Description of the Merger on
page 210.

         Please further revise the disclosures that indicate current
shareholders of Altus Power, Inc.
         are relinquishing a portion of their interests "in exchange for
approximately $678 million
         and $425 million in cash" to clarify that you are not proposing any
cash consideration be
         paid to the common shareholders of Altus Power, Inc. in connection
with the merger, and
         that the anticipated change in their ownership interests would instead
be attributable to
         dilution of their interests.

         Please also clarify how the "Net cash to Altus balance sheet" amounts
correlate with the
         change in cash balances depicted in the pro forma presentation on page
211.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information,
page 217

9.       We note your response to prior comment 25 stating that you have not
included pro forma
         adjustments to reflect the change in fair value of the alignment
shares during the most
         recently completed fiscal year and subsequent interim period "because
the future
         movement in the fair value of the Alignment Shares is unknown" and
that inputs to your
         valuation model "will be based on the market conditions and
company-specific factors
         only relevant to the combined company as of the future measurement
dates...."

         However, the periods for which changes in value would be portrayed are
the prior fiscal
         year and subsequent interim period rather than a future period. Given
that you have
         applied a valuation model in calculating derivative liabilities of
$121 million and $113
         million on the pro forma balance sheet under the no redemption and
maximum redemption
         scenarios, tell us how the valuation model would yield an appropriate
estimate currently
         but not as of the beginning of the pro forma period, if this is your
view.

         Please further expand your disclosure in Note (N) on page 219 to
address the following
         points.
 William F. Concannon
FirstName  LastNameWilliam  F. Concannon
CBRE Acquisition  Holdings, Inc.
Comapany
October    NameCBRE Acquisition Holdings, Inc.
        8, 2021
October
Page 4 8, 2021 Page 4
FirstName LastName
                Explain when the conversion dates will occur over the
seven-year period mentioned
              on page 210, or how the dates will be determined if unknown.

                Describe the triggering events that you indicate would
determine the conversion dates
              and reconcile this with disclosure on page 210 that indicates all
of the shares will
              convert, without regard to triggering events, over a seven-year
period.

                Explain how many Class B shares will convert at each conversion
date or explain
              how this number will be determined if unknown.

                Describe the general formula for determining the number of
Class A shares that will
              be issued in exchange on each conversion date.

                State the number of Class A shares that would be issuable in
exchange for the Class
              B shares over the seven-year period assuming that the merger is
completed and using
              inputs based on circumstances that are expected to prevail on the
merger date.
CBRE Acquisition Holdings, Inc. - Unaudited Financial Statements
Note 1 - Description of Organization and Business Operations
Revision of Prior Period Financial Statements, page F-30

10.      We note that you have declined to comply with prior comment 35,
concerning the
         inconsistent balance sheet presentations on pages F-4 and F-23,
reasoning that since you
         have not amended your Form 10-K because you did not consider the
errors to be material,
         you have re-filed those financial statements without correction. You
reference the
         guidance in SAB Topic 1:M as support for your disclosure approach.

         However, if you were able to support your view on materiality, this
guidance states that
         while correcting prior year financial statements for immaterial errors
would not require
         amendments to previously filed reports, corrections should be made
"the next time the
         registrant files the prior year financial statements." Given that you
have re-filed the prior
         year financial statements along with your registration statement, the
corrections should be
         made. Please revise accordingly.
Altus Power Inc. - Audited Financial Statements
Note 2 - Significant Accounting Policies, page F-52

11.      We note your response to prior comment 29 indicating that you have not
provided the
         labeling prescribed by SAB Topic 11:B because you are following
"industry practice" in
         presenting DD&A separately from cost of operations and do not report
"gross profit or
         another income measure" exclusive of DD&A.

         However, in considering the requirements of Rule 5-03.2 of Regulation
S-X and that
         guidance in SAB Topic 11:B is not conditioned on any of the reasons
that you provide, we
 William F. Concannon
CBRE Acquisition Holdings, Inc.
October 8, 2021
Page 5
       continue to believe that you should revise the corresponding
presentations and disclosures
       throughout the filing as previously requested.

       Please also expand Note 2 to your financial statements to include a
policy disclosure that
       clearly describes the composition of "cost of operations" and that
identifies the nature
       and extent of any costs that are attributable to costs of services under
GAAP but excluded
       from this measure, along with an indication of the manner of
presentation.
        You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.



                                                            Sincerely,
FirstName LastNameWilliam F. Concannon
                                                            Division of
Corporation Finance
Comapany NameCBRE Acquisition Holdings, Inc.
                                                            Office of Energy &
Transportation
October 8, 2021 Page 5
cc:       William B. Brentani
FirstName LastName