Alternus Clean Energy Files S-1/A Amendment

TL;DR

Alternus Clean Energy filed an S-1/A amendment on 6/28. Watch for potential stock moves.

AI Summary

Alternus Clean Energy, Inc. filed an S-1/A amendment on June 28, 2024, for its registration statement. This filing, under registration number 333-276630, is an amendment to a previous filing and relates to the company's securities. Alternus Clean Energy, Inc. is incorporated in Delaware and its principal executive offices are located in Fort Mill, South Carolina.

Why It Matters

This S-1/A filing indicates ongoing regulatory activity and potential future offerings or changes related to Alternus Clean Energy's securities, which could impact investors.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which can dilute existing shareholders or signal financial needs.

Key Numbers

• 333-276630 — SEC File Number (Identifies the specific registration statement being amended.)
• 20240628 — Filing Date (Date the amendment was submitted to the SEC.)

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• 333-276630 (dollar_amount) — SEC File Number
• June 28, 2024 (date) — Filing Date
• Taliesin Durant (person) — Chief Legal Officer
• Clean Earth Acquisitions Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — 80,217,968 shares of our common stock, $0.0001 par value per share (the "common stock"
• $10.00 — ow) at an equity consideration value of $10.00 per share; (b) up to 7,666,667 shares o
• $0.01 — "Closing Date") purchased at less than $0.01 per share; (c) up to 1,320,000 shares o
• $0.73 — nvertible note at an effective price of $0.73; (d) up to 890,000 shares of common sto
• $0.50 — LLC at an equity consideration value of $0.50 per share; (f) up to 225,000 shares of
• $0.52 — ess at an equity consideration value of $0.52 per share; (g) up to 81,301 shares of o
• $1.32 — nc. at an equity consideration value of $1.32 per share; (h) up to 100,000 shares of
• $0.44 — compensation for services at a value of $0.44 per share; (i) up to 11,500,000 shares
• $11.50 — lic Warrants, with an exercise price of $11.50 per share; (j) up to 445,000 shares of
• $0.37 — he "Warrants"). At the closing price of $0.37 per share for our common stock on June
• $2,760,000 — except for the Sponsor, who would earn $2,760,000 in profit if it sold its 7,666,667 Foun
• $140,400 — hares and SCM Tech, LLC, who would earn $140,400 if it exercised in full the SCM Tech 1
• $25,000 — ust 17, 2021, the Sponsor purchased for $25,000, or approximately $0.004 per share, to
• $0.004 — purchased for $25,000, or approximately $0.004 per share, to cover certain of the offe
• $8,900,000 — nit, for an aggregate purchase price of $8,900,000. Each private unit consists of one shar

Filing Documents

• ea0208207-s1a2_alternus.htm (S-1/A) — 3669KB
• ea020820701ex5-1_alternus.htm (EX-5.1) — 19KB
• ea020820702ex23-1_alternus.htm (EX-23.1) — 1KB
• ea020820702ex23-2_alternus.htm (EX-23.2) — 2KB
• ea020820701ex-fee_alternus.htm (EX-FILING FEES) — 14KB
• image_001.jpg (GRAPHIC) — 12KB
• image_002.jpg (GRAPHIC) — 26KB
• image_003.jpg (GRAPHIC) — 40KB
• image_004.jpg (GRAPHIC) — 23KB
• image_005.jpg (GRAPHIC) — 35KB
• image_006.jpg (GRAPHIC) — 12KB
• image_007.jpg (GRAPHIC) — 10KB
• image_008.jpg (GRAPHIC) — 8KB
• image_008a.jpg (GRAPHIC) — 2KB
• image_009.jpg (GRAPHIC) — 6KB
• image_010.jpg (GRAPHIC) — 3KB
• image_011.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-057366.txt ( ) — 18397KB
• aclew-20240331.xsd (EX-101.SCH) — 173KB
• aclew-20240331_cal.xml (EX-101.CAL) — 80KB
• aclew-20240331_def.xml (EX-101.DEF) — 772KB
• aclew-20240331_lab.xml (EX-101.LAB) — 1132KB
• aclew-20240331_pre.xml (EX-101.PRE) — 788KB
• ea0208207-s1a2_alternus_htm.xml (XML) — 2798KB

RISK FACTORS

RISK FACTORS 11 USE OF PROCEEDS 42 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 44

BUSINESS

BUSINESS 74 MANAGEMENT 85 EXECUTIVE COMPENSATION 94 PRINCIPAL STOCKHOLDERS 101 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 102 SELLING SECURITYHOLDER S 105 DESCRIPTION OF OUR SECURITIES 107 MATRERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 116 PLAN OF DISTRIBUTION 122 LEGAL MATTERS 124 EXPERTS 124 WHERE YOU CAN FIND MORE INFORMATION 124 FINANCIAL F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration registration process. Under this shelf registration process, the selling securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such selling securityholders of the securities offered by them described in this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. Neither we nor the selling securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the selling securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. Forward-looking statements convey management's expectations as to the future of Alternus, and are based on management's beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time Alternus makes such statements. Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words "outlook," "believe," "expect," "potential," "goal," "continues," "may," "will," "should," "could,", "would", "seeks," "approximately," "projects," predicts," "intends," "plans," "estimates," "anticipates" "future," "guidance," "target," or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this prospectus may include with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts. We caution you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond our control, which may cause the actual results, performance or achievements to be materially different from the future results. Factors that could cause our actual results to differ materially from those contemplated by its forward-looking statements include: the risk that the Business Combination disrupts our current plans and operations as a result of the announcement and consummation of the Business Combination transactions; our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to grow and manage growth pro

View Full Filing

View this S-1/A filing on SEC EDGAR