Alternus Clean Energy Faces Delisting Concerns

TL;DR

Alternus Clean Energy might get delisted - big trouble brewing.

AI Summary

Alternus Clean Energy, Inc. filed an 8-K on February 12, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule or standard. The earliest event reported was on February 10, 2025. The company was formerly known as Clean Earth Acquisitions Corp. and changed its name on September 20, 2021.

Why It Matters

This filing indicates potential issues with Alternus Clean Energy's compliance with stock exchange listing requirements, which could lead to its shares being delisted.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a significant negative event that can severely impact a company's stock and operations.

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• Clean Earth Acquisitions Corp. (company) — Former company name
• February 10, 2025 (date) — Earliest event reported date
• February 12, 2025 (date) — Filing date
• September 20, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar

Filing Documents

• ea0230735-8k_alternus.htm (8-K) — 30KB
• 0001213900-25-012325.txt ( ) — 203KB
• alce-20250210.xsd (EX-101.SCH) — 3KB
• alce-20250210_lab.xml (EX-101.LAB) — 33KB
• alce-20250210_pre.xml (EX-101.PRE) — 22KB
• ea0230735-8k_alternus_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on November 8, 2024, Alternus Clean Energy, Inc. (the "Company") was notified by the staff of The Nasdaq Stock Market ("Nasdaq") that the Company did not meet the market value of listed securities requirement in Listing Rule 5550(b)(2) (the "MVLS Rule") for continued listing on The Nasdaq Capital Market (the "Staff Determination"). The Company requested a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal the Staff Determination. On February 10, 2025, the Company received a determination letter (the "Delisting Notification") from the Nasdaq Hearings Advisor stating that the Panel has determined to delist the Company's common stock, par value $0.0001 per share (the "Common Stock") from the Nasdaq Capital Market, and Nasdaq will accordingly suspend trading in the Company's Common Stock, effective at the opening of trading on February 12, 2025, because the Company has not demonstrated compliance with the MVLS Rule, nor does it meet any of the alternative requirements under Nasdaq Listing Rule 5550(b) and has failed to demonstrate that additional time to regain compliance is appropriate. The Company was additionally in violation of the bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"), as disclosed recently on January 31, 2025, which was taken into consideration by the Panel in its Delisting Notification. Pursuant to the Delisting Notification, the Company has a period of 15 days from the date of the Delisting Notification to submit a written request for a review of the Panel's delisting determination by the Nasdaq Listing and Hearing Review Council (the "Listing Council"). Unless the Company submits a timely request for the Listing Council's review of the Panel's delisting determination, the Company expects that a Form 25-NSE will be filed with the Securities and Exchange Commission ("SEC")

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K ("Form 8-K") contains "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential," "promise" or similar references to future periods. Examples of forward-looking statements in this Form 8-K include, without limitation, statements regarding whether the Company will request a review of the delisting determination by the Listing Council, the timing of the filing of any Form 25-NSE with the SEC, and the Company's ongoing trading on the over-the-counter trading markets. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, delisting from Nasdaq may adversely impact trading in the Company's Common Stock and the Company's ability to raise financing; the Company has and expects to continue to incur significant losses; the Company's need for additional funding, which may not be available on reasonable terms or at all; and the other important factors described under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the period ended December 31, 2023, filed with the SEC on April 15, 2024, and its other filings with the SEC. Any forward-looking statement made by the Company in this Form 8-K is

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: February 11, 2025 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 2

View Full Filing

View this 8-K filing on SEC EDGAR