Alternus Clean Energy Files 8-K on Key Corporate Events

TL;DR

Alternus Clean Energy filed an 8-K on Sept 30, 2025, detailing material agreements, asset changes, and governance updates.

AI Summary

Alternus Clean Energy, Inc. filed an 8-K on October 6, 2025, reporting on events as of September 30, 2025. The filing indicates the company entered into a material definitive agreement, completed an acquisition or disposition of assets, and made material modifications to security holder rights. It also notes amendments to its articles of incorporation or bylaws and a change in its fiscal year. The company was formerly known as Clean Earth Acquisitions Corp. until September 20, 2021.

Why It Matters

This 8-K filing signals significant corporate actions by Alternus Clean Energy, including potential acquisitions, asset changes, and governance updates, which could impact its operational structure and future strategy.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like acquisitions and changes to governing documents, which can introduce complexity and potential risks.

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• Clean Earth Acquisitions Corp. (company) — Former company name
• September 30, 2025 (date) — Date of earliest event reported
• October 6, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE OTCQB Market Indic
• $5,150,000 — o repay the total outstanding amount of $5,150,000 owed to Hover under the SAA through the
• $1,150,000 — e SAA through the following methods: i) $1,150,000 through the issuance of 1,150 shares of
• $1,700,000 b — suance of 1,150 shares of Series B, ii) $1,700,000 by Southern Point Capital through the set
• $1,000 — e of the Series B issued to Hover to be $1,000 per share, for an aggregate considerati
• $21 million — te consideration value of approximately $21 million. The Joint Venture brings in a substant
• $50 m — and income from these projects at over $50 million, subject to third party valuation
• $1.00 — nal Issue Date. The Conversion Price is $1.00 per share, subject to adjustment in acc
• $21,150,000 — 00 per share, for an aggregate value of $21,150,000 for all 21,150 shares issued on Septemb

Filing Documents

• ea0260438-8k_alternus.htm (8-K) — 43KB
• ea026043801ex3-1_alternus.htm (EX-3.1) — 53KB
• ea026043801ex10-1_alternus.htm (EX-10.1) — 123KB
• ea026043801ex10-2_alternus.htm (EX-10.2) — 42KB
• ea026043801ex10-3_alternus.htm (EX-10.3) — 21KB
• 0001213900-25-096559.txt ( ) — 510KB
• alced-20250930.xsd (EX-101.SCH) — 3KB
• alced-20250930_lab.xml (EX-101.LAB) — 33KB
• alced-20250930_pre.xml (EX-101.PRE) — 22KB
• ea0260438-8k_alternus_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 30, 2025, Alternus Clean Energy, Inc. (the "Alternus" or the "Company") entered into and closed a Securities Purchase Agreement ("SPA") and a Joint Venture Operating Agreement ("JVOA") with Hover Energy LLC ("Hover"), a Delaware company engaged in the business of developing, manufacturing and deploying distributed generation renewable energy projects featuring Hover wind powered generators together with varied generation and storage technologies ("Microgrid Projects"), pursuant to which Alternus sold a 49% interest in its subsidiary, EverOn Energy LLC (the "JV") to Hover, and issued 20,000 shares of the Company's Series B Convertible Preferred Stock (the "Series B") to Hover, in exchange for which Hover contributed certain Microgrid Projects to the JV, including related supply and management services agreements to be entered into with the JV (together, the transaction hereinafter shall be referred to as the "Joint Venture"). Additionally, one of the Company's subsidiaries, Alt Alliance LLC, entered into a Settlement Agreement with Hover related to the termination of the Strategic Alliance Agreement dated October 31, 2023 ("SAA") as the Joint Venture has superceded the SAA. As part of the settlement, the Company agreed to repay the total outstanding amount of $5,150,000 owed to Hover under the SAA through the following methods: i) $1,150,000 through the issuance of 1,150 shares of Series B, ii) $1,700,000 by Southern Point Capital through the settlement agreement and stipulation as previously disclosed in the Company's SEC Current Report on Form 8-k filed on May 2, 2025, and iii) the remaining amount to be repaid in cash by the Company as mutually agreed upon by both parties from time to time. The Company has determined the fair value of the Series B issued to Hover to be $1,000 per share, for an aggregate consideration value of approximately $21 million. The Joint Venture brings in a substantial

financial statements and pro forma financial information pursuant to Item 9.01 of Form 8-K within 75 days

financial statements and pro forma financial information pursuant to Item 9.01 of Form 8-K within 75 days. The foregoing description of the Series B, SPA, JVOA and Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text, a copy of which is filed as Exhibit 3.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and which is incorporated by reference herein in its entirety.

01. Completion of Acquisition or Disposition

Item 2.01. Completion of Acquisition or Disposition of Assets. The information provided in Item 1.01 is hereby incorporated by reference.

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. The disclosure set forth in Item 1.01 and 5.03 below is hereby incorporated herein by reference.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series B Convertible Preferred Stock On September 30, 2025, the board of directors (the "Board") of the Company declared the formation of, and approved the issuance of, an aggregate of 21,150 shares of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B"). The Company filed a certificate of designation (the "Certificate of Designation") with the Secretary of State of the State of Delaware therein establishing the Series B Convertible Preferred Stock and describing the rights, obligations and privileges of the Series B. Concurrently, the Company issued 21,150 shares of Series B to Hover on the same date, in book-entry form. The following description of the Series B does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference. 1 General . The Series B consists of 21,150 shares. Each share of Series B has a par value of $0.0001 per share and a value of $1,000 per share. The Series B has no stated maturity and is not subject to any sinking fund. Conversion Right . Each share of Series B shall convert into a number of fully paid and non-assessable shares of Common Stock equal to the value of each share ($1,000) divided by the Conversion Price in effect at the time of conversion, at the option of the Holder, at or after the earlier of (i) six months after the Company's uplisting to a national exchange (the "Uplist"), or (ii) if no Uplist has occurred within the first nine months, then nine months from the Original Issue Date. The Conversion Price is $1.00 per share, subject to adjustment in accordance with the Certificate of Designation. The Series B ranks senior to the Company's Series A Super Voting Preferred Stock and pari passu with the Company's common stock with respect to rights upon liquidation Adjustments

01. Other Events

Item 8.01. Other Events. The transactions described in Item 1.01 of this Current Report on Form 8-K constitute a material acquisition of assets representing more than 20 percent of the consolidated assets of the Company, as determined pursuant to Rule 3-05 of Regulation S-X. As such, the Company is required to provide the financial statements of the acquired business and the related pro forma financial information required under Item 9.01(a) and (b) of Form 8-K. The Company intends to file an amendment to this Current Report on Form 8-K (sometimes referred to as a "Super 8-K") no later than 75 days after the date on which this Current Report was required to be filed, to include such financial statements and pro forma financial information. The Company has determined that each share of its Series B issued in connection with the Hover Joint Venture has a stated value of $1,000 per share, for an aggregate value of $21,150,000 for all 21,150 shares issued on September 30, 2025. 2

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Series B Convertible Preferred Stock, dated September 30, 2025 10.1 Joint Venture Operating Agreement, by and among Alternus Clean Energy Inc. and Hover Energy LLC dated September 30, 2025 10.2 Securities Purchase Agreement dated September 30, 2025 10.3 Settlement Agreement dated September 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: October 6, 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 4

View Full Filing

View this 8-K filing on SEC EDGAR