Alternus Clean Energy, Inc. Files S-1 Registration Statement

TL;DR

<b>Alternus Clean Energy, Inc. has filed an S-1 registration statement, indicating potential future public offerings of securities.</b>

AI Summary

Alternus Clean Energy, Inc. (ALCE) filed a IPO Registration (S-1) with the SEC on January 19, 2024. Alternus Clean Energy, Inc. (formerly Clean Earth Acquisitions Corp.) filed an S-1 registration statement on January 19, 2024. The company was incorporated in Delaware and has its principal executive offices in Fort Mill, South Carolina. The filing is for a registration statement under the Securities Act of 1933. Alternus Clean Energy, Inc. is classified as a smaller reporting company and a non-accelerated filer. The filing indicates the securities may be offered on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking Alternus Clean Energy, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for offering securities to the public, suggesting the company is preparing for a capital raise or broader market access. As a smaller reporting company and non-accelerated filer, Alternus Clean Energy may have different disclosure requirements and investor profiles compared to larger, more established entities.

Risk Assessment

Risk Level: low — Alternus Clean Energy, Inc. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a preliminary step for public offerings and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, price, and use of proceeds, to assess the company's growth strategy and financial health.

Key Numbers

• S-1 — Form Type (Registration Statement Form)
• 333-276630 — SEC File Number (SEC registration file number)
• 20240119 — Filing Date (Date the S-1 was filed)
• 0001883984 — Central Index Key (Company's SEC identifier)

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• Clean Earth Acquisitions Corp. (company) — Former company name
• January 19, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Fort Mill, South Carolina (location) — Principal executive offices
• Securities Act of 1933 (regulation) — Act under which registration statement is filed
• Rule 415 (regulation) — Rule for delayed or continuous offerings
• Taliesin Durant (person) — Chief Legal Officer

Forward-Looking Statements

• Alternus Clean Energy, Inc. will conduct a public offering of securities. (Alternus Clean Energy, Inc.) — medium confidence, target: Within 6-12 months of S-1 effectiveness

FAQ

Industry Context

Alternus Clean Energy operates in the clean energy sector, focusing on renewable energy projects. This S-1 filing is a standard procedural step for companies looking to access public capital markets.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1 filing for details on the proposed securities offering, including the number of shares, price range, and use of proceeds.
2. Track subsequent SEC filings (e.g., 424B filings) for updates on the offering's effectiveness and completion.
3. Analyze the company's business description and risk factors within the S-1 to understand its operational strategy and potential challenges.

Key Dates

• 2024-01-19: S-1 Filing — Registration statement filed with the SEC, signaling intent for public securities offerings.

Year-Over-Year Comparison

This is the initial S-1 filing for Alternus Clean Energy, Inc. under its current name, following a name change from Clean Earth Acquisitions Corp. in September 2021. No prior S-1 filings for this entity under the current name were identified in this document.

Key Financial Figures

• $0.0001 — 69,717,901 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
• $0.73 — ion of a convertible note at a price of $0.73; (e) up to 890,000 shares of common sto
• $11.50 — or Warrants") with an exercise price of $11.50 issued to the Sponsor as part of the Sp
• $0.01 — SCM Tech, LLC with an exercise price of $0.01 per share; and (h up to 100,000 shares
• $1.15 — ted sales price of our common stock was $1.15 per share. AEG, has voting control ov
• $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
• $242 million — January 2021, in the maximum amount of $242 million (200 million) with a stated coupon rate
• $1 million — and a 6 MWp capacity and approximately $1 million a year in revenues, as of January 2024,
• $30 million — tal of 157.9 MWp in operation and circa $30 million in recurring annual revenues. This refl
• $400 million — ing annual revenues. This reflects over $400 million in future lifetime revenues remaining f
• $172 million — es remaining from these parks, of which $172 million is contracted with a weighted average c

Filing Documents

• ea191620-s1_alternus.htm (S-1) — 4898KB
• ea191620ex5-1_alternus.htm (EX-5.1) — 23KB
• ea191620ex10-12_alternus.htm (EX-10.12) — 32KB
• ea191620ex21-1_alternus.htm (EX-21.1) — 57KB
• ea191620ex23-1_alternus.htm (EX-23.1) — 3KB
• ea191620ex23-2_alternus.htm (EX-23.2) — 2KB
• ea191620ex-fee_alternus.htm (EX-FILING FEES) — 40KB
• image_001.jpg (GRAPHIC) — 43KB
• image_002.jpg (GRAPHIC) — 88KB
• image_003.jpg (GRAPHIC) — 53KB
• image_004.jpg (GRAPHIC) — 181KB
• image_005.jpg (GRAPHIC) — 54KB
• image_006.jpg (GRAPHIC) — 20KB
• image_007.jpg (GRAPHIC) — 24KB
• image_008.jpg (GRAPHIC) — 69KB
• image_009.jpg (GRAPHIC) — 74KB
• image_010.jpg (GRAPHIC) — 32KB
• image_011.jpg (GRAPHIC) — 29KB
• image_012.jpg (GRAPHIC) — 2KB
• image_013.jpg (GRAPHIC) — 8KB
• ex5-1_001.jpg (GRAPHIC) — 18KB
• 0001213900-24-004934.txt (&nbsp;) — 23725KB
• alce-20230930.xsd (EX-101.SCH) — 207KB
• alce-20230930_cal.xml (EX-101.CAL) — 73KB
• alce-20230930_def.xml (EX-101.DEF) — 952KB
• alce-20230930_lab.xml (EX-101.LAB) — 1456KB
• alce-20230930_pre.xml (EX-101.PRE) — 972KB
• ea191620-s1_alternus_htm.xml (XML) — 3118KB

BUSINESS

BUSINESS 71 MANAGEMENT 87 EXECUTIVE COMPENSATION 96 PRINCIPAL STOCKHOLDERS 103 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 104 SELLING SECURITYHOLDERS 106 DESCRIPTION OF OUR SECURITIES 108 MATRERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 115 PLAN OF DISTRIBUTION 121 LEGAL MATTERS 123 EXPERTS 123 WHERE YOU CAN FIND MORE INFORMATION 123 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 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

View Full Filing

View this S-1 filing on SEC EDGAR