ALCE Alternus Clean Energy Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 31, 2024

 

ALTERNUS CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41306		87-1431377
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

17 State Street, Suite 4000, New York City, New York		10004
(Address of registrant’s principal executive office)		(Zip code)

 

(212) 739-0727

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ALCE		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into Material Definitive Agreement.

 

On December 31, 2024 (the “Effective Date”), Alternus Clean Energy, Inc. (the “Company”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”) (collectively, the “Seller”) entered into a Mutual Termination Agreement (the “Agreement”), terminating the Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) dated December 3, 2024. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

 

As of the Effective Date, the Forward Purchase Agreement is terminated and is of no further force or effect, other than the section entitled “Other Provisions – (i) Securities Contract; Swap Agreement” and the section entitled “Other Provisions – (d) Indemnification” of the Forward Purchase Agreement, which will remain in full force and effect. The execution of the Agreement constitutes full satisfaction of all obligations owed by the Company or the Seller to the other under the Forward Purchase Agreement.

 

As consideration for entering into the Agreement, on the Effective Date, the Company issued a Promissory Note to the Seller in the amount of $500,000 (the “Note”), effective as of the date of the Agreement. The Note bears an interest rate of 10% per annum, with a maturity date of January 31, 2026. The principal and interest will be payable on or before the maturity date, with the option for prepayment at any time without penalty. The Note includes standard provisions regarding events of default, rights of the holder upon default, and costs of collection.

 

The foregoing descriptions of the Agreement, and the Note do not purport to be complete and are qualified in their entirety by reference to the Agreement, and the Note, copies of which are filed as Exhibits 10.1, and 10.2. 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

The information provided in Item 1.01 is hereby incorporated by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 is incorporated herein by reference.

 

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Resignation of Officer

 

On December 31, 2024, Ms. Gita Shah resigned as Chief Sustainability Officer of the Company, effective immediately. The resignation of Ms. Shah was not the result of any disagreements with the Company on any matter, including relating to the Company’s operations, policies or practices.

 

Item 9.01 Financial Statements and Appendices

 

Appendices

 

Appendix		Appendix Description
10.1		Mutual Termination Agreement, dated December 31, 2024, by and between the Company and Seller
10.2		Form of Promissory Note, dated December 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: January 7, 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

 

 

2

Exhibit 10.1

 

MUTUAL TERMINATION AGREEMENT

 

THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of December 31, 2024 (the “Effective Date”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), (iv) Alternus Clean Energy, Inc., a Delaware corporation formerly known as Clean Earth Acquisitions Corp. (the “Company”), and (v) Alternus Energy Group Plc (“AEG”). Each of the Company, AEG and Seller is referred to individually herein as a “Party” and collectively as the “Parties”.

 

WHEREAS, the Company, AEG and Seller previously entered into that certain Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of December 3, 2024 (the “Confirmation”).

 

NOW, THEREFORE, in consideration of these premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.

Termination of the Confirmation. The Parties hereby agree that the Confirmation shall terminate and be of no further force or effect as of the Effective Date, other than the section entitled “Other Provisions – (i) Securities Contract; Swap Agreement” and the section entitled “Other Provisions – (d) Indemnification” of the Confirmation, which will remain in full force and effect, upon the execution by the Company and Seller of this Agreement, the execution of which, subject to the satisfaction of the Company’s obligations pursuant to Section 2 of this Agreement, shall constitute full satisfaction of all obligations owed by the Company or Seller to the other under the Confirmation, and the Parties further agree that except as set forth in Section 3 and Section 5 herein, each Party, on behalf of itself and its agents, hereby releases, waives, and forever discharges the other Party and such other Party’s agents of and from any and all obligations or liability arising under the Confirmation; provided, that the Parties hereby acknowledge and agree that, immediately prior to the effectiveness of the termination of the Confirmation:

 

a)

the Number of Shares, equal to 111,862 (2,796,554 pre reverse stock split), shall be deemed free and clear of all obligations with respect to the Seller (including, but not limited to, Settlement and Optional Early Terminations) and subtracted from the Number of Shares, such that the Number of Shares shall be equal to zero;

 

b)

upon the issuance by the Company to the Seller of the Note (as defined below) pursuant to Section 2 of this Agreement, the Prepayment Shortfall shall be deemed repaid in full to Seller and no future Shortfall Sales shall be made; and

 

c)

a Valuation Date will be deemed to have occurred, provided, that the Settlement Amount Adjustment owed to Seller in connection therewith shall be deemed satisfied in full.

 

For purposes of this Section 1, capitalized terms used and not otherwise defined shall have the meaning set forth in the Confirmation.

 

2.

Issuance of Promissory Note. The Company shall issue to the Seller on the Effective Date a Promissory Note in the amount of $500,000, in the form attached hereto as Exhibit A (the “Note”).

 

3.

Further Assurances. The Parties hereby agree to execute and deliver, and to cause their respective representatives and affiliates to execute and deliver, from time to time, such additional documents, conveyances or other assurances reasonably necessary to carry out the intent of this Agreement.

 

 

4.

Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business Day or after 5:00 p.m. New York City time on a Business Day, (iii) one Business Day after being sent to the recipient via overnight mail by reputable overnight courier service (charges prepaid) or (iv) four Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 4. A courtesy electronic copy of any notice sent by methods (i), (iii) or (iv) above shall also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 4. For purposes of this Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

 

5.

Indemnification. The indemnification provisions set forth in the section entitled “Other Provisions – (d) Indemnification” of the Confirmation shall apply to this Agreement and are incorporated by reference herein.

 

6.

Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of New York (without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of another jurisdiction).

 

7.

Representations and Warranties. Each Party hereby represents and warrants to each other Party that such Party (i) has full right, power and authority to enter into and perform its obligations under this Agreement, (ii) has duly authorized the execution, delivery and performance of this Agreement, and (iii) this Agreement has been duly executed and delivered by such Party and, assuming the due execution and delivery of this Agreement by each of the other Parties, this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

8.

Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. No integration provision of any other agreement to which Seller and the Company are a party shall be deemed to affect the rights or obligations of the Parties hereunder.

 

9.

Severability. Each provision of this Agreement will be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality will not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

 

10.

Amendments. This Agreement may not be modified or amended or the rights of any Party hereunder waived unless such modification, amendment or waiver is effected by a written instrument expressly modifying, amending or waiving this Agreement or the rights of a Party hereunder, which instrument is executed by all the Parties hereto.

 

11.

Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

 

(Remainder of page intentionally left blank. Signature page follows.)

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

 

	METEORA STRATEGIC CAPITAL, LLC;
	METEORA SELECT TRADING
	OPPORTUNITIES MASTER, LP; AND
	METEORA CAPITAL PARTNERS, LP
	By:	/s/ Vik Mittal
		Name:	Vik Mittal
		Title:	Managing Member
	Address:
	Email:

 

	ALTERNUS CLEAN ENERGY, INC.
	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer and Director

 

	Address:	17 State Street, Suite 4000
		New York, NY 10004
	Attn: [●]
	Email: [●]

 

	ALTERNUS ENERGY GROUP PLC
	By:	/s/ John McQuillan
	Name:	John McQuillan
	Title:	Director

 

	Address:	Suite 9 & 10
		Plaza 212
		Blanchardstown Corporate Park 2
		Dublin D15 R504
		Ireland
	Attn: [●]
	Email: [●]

 

(Signature Page to Mutual Termination Agreement)

 

 

EXHIBIT A

 

FORM OF PROMISSORY NOTE

 

(attached)

 

 

4

Exhibit 10.2

 

PROMISSORY NOTE

 

$500,000

December 31, 2024

 

For value received, the undersigned, Alternus Clean Energy, Inc., a Delaware corporation formerly known as Clean Earth Acquisitions Corp. (the “Maker”), promises to pay to Meteora Capital, LLC (or its permitted designee) (the “Holder”), the principal sum of Five Hundred Thousand Dollars ($500,000), together with accrued interest from the date hereof until (but not including) the date of payment, in accordance with the terms and conditions of this Promissory Note (this “Note”). The Maker further agrees as follows:

 

1. Interest.

 

(a) Interest Rate. The principal balance outstanding hereunder from time to time shall bear interest at a rate equal to ten percent (10%) per annum; provided, however, that after the occurrence of an Event of Default and so long as such Event of Default remains uncured, the interest rate shall be the greater of ten percent (10%) per annum or the highest rate permitted by applicable law.

 

(b) Calculation of Interest. All computations of interest hereunder shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days occurring in the period for which such interest is payable. All accrued and unpaid interest on December 31 in each year shall be added to the outstanding principal amount hereof on such date and thereafter shall bear interest in accordance herewith, to the extent permitted by law.

 

2. Payments. The outstanding principal of, and accrued and unpaid interest on, this Note shall be payable as follows:

 

(a) Maturity. The outstanding principal amount of this Note, together with accrued and unpaid interest thereon, shall be due and payable on January 31, 2026 (the “Maturity Date”). All payments hereunder shall be made in immediately available funds, without setoff, counterclaim or deduction of any kind.

 

(b) Application of Payment. Except as expressly stated herein to the contrary, all payments received by the Holder shall be applied in the following order: (i) to the costs and fees of collection and other amounts owed, if any, pursuant to Section 6(a), (ii) to accrued and unpaid interest, and (iii) to the outstanding principal amount of this Note.

 

(c) Prepayment. The outstanding principal amount of, and accrued and unpaid interest on, this Note may be prepaid at any time, or from time to time, in whole or in part, without premium or penalty.

 

(d) Form and Place of Payment. Principal and interest shall be payable in lawful money of the United States. All payments shall be made to the Holder in accordance with Holder’s written instructions to the Maker.

 

3. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

 

(a) the Maker fails to pay all amounts due and owing under this Note, whether principal, interest or otherwise, on or before the Maturity Date;

 

 

(b) the Maker fails or neglects to perform, keep or observe any material term, provision, condition, covenant, or agreement contained in this Note, and such failure continues for five (5) days after written notice thereof is delivered to the Maker;

 

(c) the Maker (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admits in writing its inability to pay its debts generally as they mature, (iii) makes a general assignment for the benefit of its or any of its creditors, (iv) dissolves or liquidates in full or in part, or (v) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or

 

(d) proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Maker or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Maker or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect are commenced and an order for relief entered, or such case or proceeding is not dismissed or discharged within ninety (90) days of commencement.

 

4. Rights of Holder Upon Default. Upon the occurrence or existence of any Event of Default described in Section 3(c) or (d) above, the outstanding principal amount hereof, and all accrued and unpaid interest hereon, and all other outstanding amounts payable by the Maker hereunder, automatically and without further action by the Holder shall become immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence and during the continuation of any other Event of Default, the Holder may exercise any and all rights and remedies available to it under applicable law, including, without limitation, the right to declare the entire outstanding principal amount hereof, and all accrued and unpaid interest hereon, and all other outstanding amounts payable by Maker hereunder immediately due and payable.

 

5. Representations and Warranties of the Maker.

 

(a) Organization. The Maker is duly organized, validly existing and in good standing under the laws of the State of Delaware.

 

(b) Non-Contravention; Enforceability. The execution and delivery by the Maker of this Note and the performance of all obligations of the Maker hereunder do not contravene any law or applicable governmental rule, regulation or order, do not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it or any of its property is bound. This Note constitutes a legal, valid and binding obligation of the Maker, enforceable against the Maker in accordance with its terms.

 

(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Maker of its obligations under this Note.

 

6. Miscellaneous.

 

(a) Costs of Collection. The Maker agrees to pay all of the Holder’s costs of collection, including, without limitation, reasonable attorneys’ fees, whether or not suit is filed, and all costs of suit and preparation for suit (whether at trial or appellate level), in the event any payment of principal, interest or other amount is not paid when due.

 

 

(b) Waivers. The Maker agrees that a waiver of rights under this Note shall not be deemed to be made by the Holder unless such waiver shall be in writing, duly signed by the Holder, and each such waiver, if any, shall apply only with respect to the specific instance involved and shall in no way impair the rights of the Holder or the obligations of the Maker in any other respect at any other time.

 

(c) Assignment. This Note may not be assigned by either party, in whole or in part, to any person or entity without the consent of the other party, which consent may be withheld at such party’s sole discretion; provided, that notwithstanding the foregoing, this Note may be assigned by the Holder to any affiliate of the Holder upon written notice to the Maker.

 

(d) Time of Essence. Time is of the essence with respect to this Note and each and every provision hereof.

 

(e) Amendments. No amendment, modification, change, waiver, release or discharge hereof and hereunder shall be effective unless evidenced by an instrument in writing and signed by the Maker and the Holder.

 

(f) Notices. All notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given, delivered and received upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by e-mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next day or next business day delivery, with written verification of receipt. All communications shall be sent to the parties at the addresses set forth below:

 

If to the Maker:

Alternus Clean Energy, Inc.

17 State Street, Suite 4000

New York, NY 10004

Attn: Legal Department

Email: alt_corp_legal@alternusenergy.com

 

If to the Holder:

Meteora Capital, LLC

1200 N Federal Hwy, Ste 200

Boca Raton, FL 33432

Email: notices@meteoracapital.com

 

Either party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this Section 6(f).

 

(g) GOVERNING LAW. THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

(h) CONSENT TO EXCLUSIVE JURISDICTION. THE MAKER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, AND THE MAKER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH STATE COURT OR IN SUCH FEDERAL COURT. THE MAKER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH AN ACTION OR PROCEEDING. THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN THIS NOTE (WHICH MAILING SHALL BE BY CERTIFIED MAIL).

 

(Remainder of page intentionally left blank. Signature page follows.)

 

 

IN WITNESS WHEREOF, the Maker has executed this Note effective as of the date first set forth above.

 

	MAKER:
	ALTERNUS CLEAN ENERGY, INC.
	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer and Director

 

(Signature Page to Promissory Note)

 

 

4

v3.24.4

Cover	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Entity File Number	001-41306
Entity Registrant Name	ALTERNUS CLEAN ENERGY, INC.
Entity Central Index Key	0001883984
Entity Tax Identification Number	87-1431377
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	17 State Street
Entity Address, Address Line Two	Suite 4000
Entity Address, City or Town	New York City
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	(212)
Local Phone Number	739-0727
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ALCE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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