Alternus Clean Energy Files S-1 Registration

TL;DR

Alternus Clean Energy (formerly Clean Earth Acquisitions) filed an S-1, signaling a potential public offering.

AI Summary

Alternus Clean Energy, Inc. filed an S-1 registration statement with the SEC on December 3, 2024. The company, formerly known as Clean Earth Acquisitions Corp. until September 20, 2021, is incorporated in Delaware and operates in the electric and other services sector. Its principal executive offices are located at 17 State Street, Suite 4000, New York, NY 10004.

Why It Matters

This S-1 filing indicates Alternus Clean Energy is preparing to offer securities to the public, which could impact its capital structure and future growth plans.

Risk Assessment

Risk Level: medium — S-1 filings are often associated with new public offerings, which carry inherent market and execution risks.

Key Numbers

• 333-283575 — SEC File Number (Identifies the specific SEC registration)
• 0001883984 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Alternus Clean Energy, Inc. (company) — Registrant
• Clean Earth Acquisitions Corp. (company) — Former company name
• 20241203 (date) — Filing date
• 17 State Street, Suite 4000 New York, NY 10004 (address) — Principal executive offices
• Taliesin Durant (person) — Chief Legal Officer

FAQ

Key Financial Figures

• $0.0001 — o 4,993,341 shares of our common stock, $0.0001 par value per share (the "common stock"
• $2,500,000 — e maximum aggregate principal amount of $2,500,000 (in several tranches), each with a twel
• $0.75 — ted using the conversion floor price of $0.75. The effective conversion price for the
• $1 — te as of the date of this prospectus is $1.00, which was revised pursuant to the V
• $1.00 — ospectus. However, we may receive up to $1.00 per share upon the cash exercise of the
• $1.4 million — gregate gross proceeds of approximately $1.4 million (including the October Placement Agent
• $1.18 — ted sales price of our common stock was $1.18 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 — h the closing of the IPO at a -price of $10.00 per private unit (on a pre-reverse-spli
• $8,900,000 — is), for an aggregate purchase price of $8,900,000 (on a pre reverse-split basis). Each pr
• $242 million — January 2021, in the maximum amount of $242 million (200 million) with a stated coupon rate

Filing Documents

• ea0222243-s1_alternus.htm (S-1) — 4190KB
• ea022224301ex10-22_alternus.htm (EX-10.22) — 19KB
• ea022224301ex21-1_alternus.htm (EX-21.1) — 9KB
• ea022224301ex23-1_alternus.htm (EX-23.1) — 2KB
• ea022224301ex23-2_alternus.htm (EX-23.2) — 2KB
• ea022224301ex107_alternus.htm (EX-FILING FEES) — 21KB
• image_001.jpg (GRAPHIC) — 35KB
• image_002.jpg (GRAPHIC) — 26KB
• image_003.jpg (GRAPHIC) — 26KB
• image_004.jpg (GRAPHIC) — 40KB
• image_005.jpg (GRAPHIC) — 35KB
• image_006.jpg (GRAPHIC) — 22KB
• fin_001.jpg (GRAPHIC) — 2KB
• fin_002.jpg (GRAPHIC) — 2KB
• fin_003.jpg (GRAPHIC) — 1KB
• 0001213900-24-105086.txt ( ) — 21439KB
• aegp-20240930.xsd (EX-101.SCH) — 173KB
• aegp-20240930_cal.xml (EX-101.CAL) — 106KB
• aegp-20240930_def.xml (EX-101.DEF) — 892KB
• aegp-20240930_lab.xml (EX-101.LAB) — 1258KB
• aegp-20240930_pre.xml (EX-101.PRE) — 911KB
• ea0222243-s1_alternus_htm.xml (XML) — 3456KB

RISK FACTORS

RISK FACTORS 11 USE OF PROCEEDS 44

DILUTION

DILUTION 46 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47

BUSINESS

BUSINESS 80 MANAGEMENT 90 EXECUTIVE COMPENSATION 98 PRINCIPAL STOCKHOLDERS 105 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 106 SELLING SECURITYHOLDERS 110 THE 3i NOTE TRANSACTION 112 DESCRIPTION OF OUR SECURITIES 115 MATRERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 124 PLAN OF DISTRIBUTION 129 LEGAL MATTERS 131 EXPERTS 131 WHERE YOU CAN FIND MORE INFORMATION 131 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 th

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; geopolitic

View Full Filing

View this S-1 filing on SEC EDGAR