Alternus Clean Energy Faces Delisting, Terminates Agreement
Ticker: ALCE · Form: 8-K · Filed: Sep 23, 2024 · CIK: 1883984
Sentiment: bearish
Topics: delisting, agreement-termination, listing-standards
Related Tickers: ACE
TL;DR
ACE is on the verge of being delisted and just killed a major deal. Big trouble.
AI Summary
Alternus Clean Energy, Inc. announced on September 19, 2024, the termination of a material definitive agreement. The company also provided notice of its failure to meet continued listing standards, indicating a potential delisting. This filing also includes other events and financial statements.
Why It Matters
The company's failure to meet listing standards and termination of a key agreement raise significant concerns about its financial health and future viability on the stock exchange.
Risk Assessment
Risk Level: high — The company is facing delisting from the stock exchange and has terminated a material definitive agreement, indicating severe financial distress.
Key Players & Entities
- Alternus Clean Energy, Inc. (company) — Registrant
- September 19, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 001-41306 (identifier) — Commission File Number
- 87-1431377 (identifier) — IRS Employer Identification Number
- Clean Earth Acquisitions Corp. (company) — Former Company Name
- 20210920 (date) — Date of Name Change
FAQ
What was the material definitive agreement that Alternus Clean Energy, Inc. terminated?
The filing states that a material definitive agreement was terminated, but does not specify the name or details of the agreement.
What specific listing standards has Alternus Clean Energy, Inc. failed to meet?
The filing indicates a failure to satisfy a continued listing rule or standard, but does not detail which specific rule or standard was violated.
What is the potential consequence of failing to meet continued listing standards?
The consequence is a notice of delisting or transfer of listing, implying the company may be removed from its current stock exchange.
When was Alternus Clean Energy, Inc. formerly known as Clean Earth Acquisitions Corp.?
The company changed its name from Clean Earth Acquisitions Corp. on September 20, 2021.
What is the primary purpose of this 8-K filing?
This 8-K filing is to report the termination of a material definitive agreement, notice of delisting or failure to meet listing standards, and other events, along with financial statements and exhibits.
Filing Stats: 1,062 words · 4 min read · ~4 pages · Grade level 12 · Accepted 2024-09-20 21:27:38
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
- $1.00 — ties to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price Requi
- $4,000,000 — non-compliance comply with the minimum $4,000,000/$5,000,000 stockholders' equity require
- $5,000,000 — ance comply with the minimum $4,000,000/$5,000,000 stockholders' equity requirement for in
Filing Documents
- ea0215328-8k_alternus.htm (8-K) — 33KB
- ea021532801ex99-1_alternus.htm (EX-99.1) — 6KB
- ea021532801ex99-2_alternus.htm (EX-99.2) — 9KB
- 0001213900-24-080781.txt ( ) — 228KB
- aclew-20240919.xsd (EX-101.SCH) — 3KB
- aclew-20240919_lab.xml (EX-101.LAB) — 33KB
- aclew-20240919_pre.xml (EX-101.PRE) — 22KB
- ea0215328-8k_alternus_htm.xml (XML) — 4KB
02. Termination of a Material Definitive
Item 1.02. Termination of a Material Definitive Agreement. On September 19, 2024, ALT US 01 LLC (" ALT "), a company incorporated under the laws of Delaware and indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (the " Company ") terminated a Membership Interest Purchase and Sale Agreement dated May 1, 2024 (the " MIPA ") by and among ALT and C2 Taiyo Fund I, LP, a Delaware limited partnership (" C2 "). Pursuant to the MIPA, among other things, C2 was to sell to ALT, and ALT was to purchase from C2, 100% of the membership interests in Taiyo Holding LLC (" Target ") as further described in the Company's Current Report on Form 8-K filed on May 1, 2024. The MIPA contained certain conditions precedent which were not met by C2, as a result of which, ALT terminated the MIPA. No termination penalties were incurred by C2 or the Company as a result of the termination of the MIPA, and there is no further liability or obligation on the part of either party.
01 Notice of Delisting or Failure
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on March 20, 2024, the Listing Qualifications department of The Nasdaq Stock Market LLC (the "Staff") notified the Company that it did not comply with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requiring listed securities to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price Requirement"). The notice had no immediate effect, with the Company receiving an initial compliance period of 180 calendar days, or until September 16, 2024 to regain compliance with the Minimum Bid Price Requirement. On September 19 2024, the Company received a delist determination letter from the Staff advising the Company that the Staff had determined that the Company did not meet the eligibility for a second 180-day compliance period, due to its non-compliance comply with the minimum $4,000,000/$5,000,000 stockholders' equity requirement for initial listing on The Nasdaq Capital Market ("Minimum Stockholders' Equity Requirement"). As a result, unless the Company requests an appeal of the Staff's determination by September 26, 2024, trading of the Company's common stock will be suspended at the opening of business on September 30, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on The Nasdaq Stock Market ("Nasdaq"). The Company intends to submit a hearing request to the Nasdaq Hearings Panel (the "Panel") no later than 4:00 p.m. Eastern Time on September 26, 2024, which request will stay suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. There can be no assurance that the Panel will grant the Company's request for continued listing on The Nasdaq Capital Market. The Company intends to take al
01. Other Events
Item 8.01. Other Events. On September 19, 2024, the Company issued a press release announcing the termination of the MIPA, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference . On September 20, 2024, the Company issued a press release related to the information described in Item 3.01 above. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated September 19, 2024 99.2 Press Release, dated September 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: September 23, 2024 ALTERNUS CLEAN ENERGY, INC. By: /s/ Vincent Browne Name: Vincent Browne Title: Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors 3