Alternus Clean Energy Files S-1/A Amendment

TL;DR

Alternus Clean Energy (ACEN) filed an S-1/A amendment today. Keep an eye on this.

AI Summary

Alternus Clean Energy, Inc. filed an S-1/A amendment on July 26, 2024, for its registration statement. This filing, amendment number 3, relates to the company's securities under the Securities Act of 1933. The company, formerly known as Clean Earth Acquisitions Corp. until September 20, 2021, is incorporated in Delaware and headquartered 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 and market perception.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which can dilute existing shareholders or signal a need for capital, carrying inherent investment risks.

Key Numbers

• 333-278994 — Registration Number (Identifies the specific registration statement being amended.)
• 20240726 — Filing Date (The date this amendment was officially filed with the SEC.)

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• Clean Earth Acquisitions Corp. (company) — Former company name
• Taliesin Durant (person) — Chief Legal Officer
• 333-278994 (dollar_amount) — Registration number
• 20240726 (dollar_amount) — Filing date

FAQ

Key Financial Figures

• $0.0001 — 35,575,274,shares of our common stock, $0.0001 par value per share (the "common stock"
• $2,160,000 — te in the aggregate principal amount of $2,160,000, which was issued with an eight percent
• $0.07 — ted using the conversion floor price of $0.07. The initial conversion price for the C
• $0.48 — rsion price for the Convertible Note is $0.48. The Securities were issued pursuant t
• $1.12 million — gregate gross proceeds of approximately $1.12 million. However, we cannot predict when and in
• $0.3420 — ted sales price of our common stock was $0.3420 per share. We currently do not intend t
• $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
• $10.00 — th the closing of the IPO at a price of $10.00 per private unit, for an aggregate purc
• $8,900,000 — nit, for an aggregate purchase price of $8,900,000. Each private unit consists of one shar
• $242 million — January 2021, in the maximum amount of $242 million (200 million) with a stated coupon rate

Filing Documents

• ea0209992-s1a3_alternus.htm (S-1/A) — 3446KB
• ea0209992ex23-1_alternus.htm (EX-23.1) — 3KB
• ea0209992ex23-2_alternus.htm (EX-23.2) — 2KB
• image_001.jpg (GRAPHIC) — 35KB
• image_002.jpg (GRAPHIC) — 72KB
• image_003.jpg (GRAPHIC) — 101KB
• image_004.jpg (GRAPHIC) — 65KB
• image_005.jpg (GRAPHIC) — 95KB
• image_006.jpg (GRAPHIC) — 29KB
• image_007.jpg (GRAPHIC) — 33KB
• image_008.jpg (GRAPHIC) — 6KB
• image_008a.jpg (GRAPHIC) — 6KB
• image_009.jpg (GRAPHIC) — 3KB
• image_010.jpg (GRAPHIC) — 3KB
• image_011.jpg (GRAPHIC) — 23KB
• 0001013762-24-001438.txt ( ) — 18128KB
• 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
• ea0209992-s1a3_alternus_htm.xml (XML) — 2373KB

RISK FACTORS

RISK FACTORS 11 USE OF PROCEEDS 41

DILUTION

DILUTION 43 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 44

BUSINESS

BUSINESS 76 MANAGEMENT 87 EXECUTIVE COMPENSATION 96 PRINCIPAL STOCKHOLDERS 103 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 104 SELLING SECURITYHOLDER S 107 THE 3i NOTE TRANSACTION 109 DESCRIPTION OF OUR SECURITIES 112 MATRERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 119 PLAN OF DISTRIBUTION 125 LEGAL MATTERS 127 EXPERTS 127 WHERE YOU CAN FIND MORE INFORMATION 127 FINANCIAL F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC") using the "shelf" registration process. Under this shelf registration process, the selling securityholders may, from time to time, sell the securities offered by it described in this prospectus. We will not receive any proceeds from the sale by the selling securityholders of the securities offered by it 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 t

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: our ability to successfully integrate into our business and recognize the anticipated benefits of recently completed business combinations and related transactions and generate profit from their operations; changes in applicable laws or regulations; a financial or liquidity crisis; the effects of inflation and changes in interest rates; a financi

View Full Filing

View this S-1/A filing on SEC EDGAR