Alternus Clean Energy Files 8-K on Material Definitive Agreement

TL;DR

**Alternus Clean Energy just signed a big deal, details pending, could move the stock.**

AI Summary

Alternus Clean Energy, Inc. filed an 8-K on January 22, 2024, reporting an event on January 19, 2024, related to entering into a material definitive agreement. This filing indicates a significant corporate action, though the specific details of the agreement are not disclosed in this summary. For investors, this matters because material agreements can profoundly impact a company's financial health, operational strategy, and future growth prospects, potentially affecting stock valuation.

Why It Matters

This filing signals a potentially significant business development for Alternus Clean Energy, Inc., which could influence its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The risk is medium because a material definitive agreement has been entered into, but without specific details, the impact on the company's financial health and stock price is unknown.

Analyst Insight

A smart investor would monitor Alternus Clean Energy, Inc. for follow-up announcements or filings that disclose the specific terms and implications of the material definitive agreement reported on January 19, 2024, before making any investment decisions.

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — the registrant filing the 8-K
• January 19, 2024 (date) — date of the earliest event reported
• January 22, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Alternus Clean Energy, Inc. will provide more details about the material definitive agreement in a subsequent filing or press release. (Alternus Clean Energy, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
• $59.1 million — proximately 54.4 million (approximately $59.1 million) subject to and in accordance with to t

Filing Documents

• ea191824-8k_alternus.htm (8-K) — 32KB
• ea191824ex10-1_alternus.htm (EX-10.1) — 32KB
• ea191824ex10-2_alternus.htm (EX-10.2) — 800KB
• ea191824ex99-1_alternus.htm (EX-99.1) — 8KB
• 0001213900-24-005167.txt ( ) — 1153KB
• alce-20240119.xsd (EX-101.SCH) — 3KB
• alce-20240119_lab.xml (EX-101.LAB) — 33KB
• alce-20240119_pre.xml (EX-101.PRE) — 22KB
• ea191824-8k_alternus_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 19, 2024, Solis Bond Company Designated Activity Company (" Solis "), a company incorporated under the laws of Ireland and indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (the " Company ") entered into a Final Share Purchase Agreement (the " Final SPA ") by and between Solis and Donau Investment SARL, a private limited liability company formed under the laws of Luxembourg (" Donau ," and together with Solis, the " Parties "), pursuant to the Preliminary Share Purchase Agreement (the " Preliminary SPA ," and together with the Final SPA, the " Poland SPA ") previously entered into on December 22, 2023, by and between the Parties and previously disclosed on the Euronext Growth Oslo stock exchange (the " Euronext ") on December 22, 2023. Pursuant to the Poland SPA, among other things, Solis sold to Donau, and Donau purchased from Solis, 100% of the share capital in six separate entities, each of which were wholly owned by Solis and which, in the aggregate, held a portfolio of solar farm projects in Poland with an aggregate capacity of approximately 88.5MW. In exchange, Donau will pay to Solis approximately 54.4 million (approximately $59.1 million) subject to and in accordance with to the terms and conditions of the Poland SPA. The Poland SPA contains customary representations, warranties and covenants for transactions of its size and type, along with certain limitations of Solis' liability under the Poland SPA and the transactions contemplated thereby. The representations, warranties and covenants set forth in the Poland SPA have been made only for the purposes of the Poland SPA and solely for the benefit of Solis and Donau, respectively, and may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the such parties under the Poland SPA, instead of establishing these matt

Forward Looking Statements

Forward Looking Statements All statements contained in this Current Report on Form 8-K other than statements of historical facts, including any information on the Company's plans or future financial or operating performance and other statements that express the Company's management's expectations or estimates of future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions, as they relate to the Company or its management team. Such forward-looking management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company's estimated future results, performance or achievements expressed or implied by the forward-looking Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. 1

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 19, 2024, Alternus Energy Group plc (OSE: ALT), a majority stockholder of the Company, disclosed in a Euronext notice Solis' entry into the Final SPA. A copy of such notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Final Share Purchase Agreement 10.2 Preliminary Share Purchase Agreement 99.1 Euronext notice related to Poland SPA, dated January 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 22, 2024 ALTERNUS CLEAN ENERGY, INC. By: /s/ Vincent Browne Name: Vincent Browne Title: Chief Executive Officer and Chairman of the Board of Directors 3

View Full Filing

View this 8-K filing on SEC EDGAR