CCEC Capital Clean Energy Carriers Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of January 2025

COMMISSION FILE NUMBER: 001-33373

CAPITAL CLEAN ENERGY CARRIERS CORP.

(Translation of registrant’s name into English)

3 Iassonos Street

Piraeus, 18537 Greece

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

Attached as Exhibit I are the financial results of Capital Clean Energy Carriers Corp. (“CCEC”) (formerly Capital Product Partners L.P.) for the nine-month period ended September 30, 2024 and the related Operating and Financial Review and Prospects discussion.

Attached as Exhibit II is the following Unaudited Interim Condensed Consolidated Financial Statements of CCEC:

This report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-282610).

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, thereunto duly authorized.

Exhibit I

CCEC

Financial Results for the nine-month period ended September 30, 2024

Operating and Financial Review and Prospects

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited interim condensed consolidated financial statements for the nine-month periods ended September 30, 2024, and 2023 and related notes included elsewhere herein. Among other things, the financial statements include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks and uncertainties discussed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2024 and amended on May 22, 2024 (the “Annual Report”) and those discussed in Exhibit 99.8 to our Report on Form 6-K furnished to the SEC on August 26, 2024. These risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

We were originally formed as a Marshall Islands limited partnership named “Capital Product Partners L.P.”, and on August 26, 2024, converted into a Marshall Islands corporation named “Capital Clean Energy Carriers Corp.” See “Recent Developments—Conversion and Name Change” below.

Following our announcement on November 13, 2023, of our intention to shift our business focus towards LNG and energy transition shipping and gradually divest from our non-core assets since December 2023 we have completed or entered into memoranda of agreement for the sale of 12 container vessels as set forth in the following table:.

We determined that the assets and liabilities, results of operations and cash flows of these 12 container vessels met the criteria to be reported in discontinued operations. As a result, the following financial information and discussion relate to results of operations from continuing operations. Please also refer to Note 3 Discontinued Operations in our unaudited interim condensed consolidated financial statements for the nine-month periods ended September 30, 2024, and 2023 included elsewhere herein.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Fleet

The three Neo-Panamax container carrier vessels and the 12 X-DF LNG/C vessels currently on the water are all employed under time and bareboat charters. As of September 30, 2024, our charter coverage for the rest of 2024 and 2025 was 100% and 100%, respectively.

Recent Developments

Conversion and Name Change

On August 26, 2024 (the “Effective Date”), the Partnership completed its conversion from a Marshall Islands limited partnership to a Marshall Islands corporation in accordance with a Plan of Conversion pursuant to which, among other things (collectively, the “Conversion”):

Following the Conversion, CMTC, together with its affiliates CGP and Capital Gas Corp. beneficially own approximately 59.0% of the outstanding Common Shares of CCEC (based on 58,387,313 Common Shares outstanding and excluding 1,551,061 Common Shares held in treasury).

Following the Conversion on August 26, 2024, Common Units ceased to trade on the Nasdaq Global Select Market (“Nasdaq”) and Common Shares commenced trading on the Nasdaq under the name “Capital Clean Energy Carriers Corp.” with the ticker symbol “CCEC”.

Vessel acquisitions and advances for vessels under construction

Pursuant to the Umbrella Agreement during the nine-month period ended September 30, 2024, we acquired from CMTC the shares of the vessel-owning companies of the following vessels:

On June 3, 2024, we announced an investment in 10 new gas carriers’ vessels under construction, including four unique handy multi gas carriers that can carry liquid CO2 (“LCO2”) collectively (the “Gas Vessels”) for a total amount of $756.0 million, with expected deliveries between the first quarter of 2026 and the third quarter of 2027. On June 17, 2024, and upon entry into 10 separate Share Purchase Agreements with CMTC, we paid to CMTC $74.7 million to acquire 100% of the equity interests in each of the vessel-owning companies of the Gas Vessels.

An analysis of the Gas Vessels is as follows:

The ship building contracts were initially entered into by CMTC. The acquisition/contract prices paid by us correspond to the actual shipbuilding costs for all vessels except for the ones with expected delivery in January 2026 and April 2026, which were acquired pursuant to the rights of first refusal agreed under the Umbrella Agreement dated November 13, 2023. The amount of $74.7 million we paid to CMTC represents advances made to the shipyards by CMTC under certain of the ship building contracts and a premium of $11.5 million.

Advances for the acquisition of vessel-owning companies from a related party and vessels under construction

During the nine-month period ended September 30, 2024, the Company paid advances of $128.2 million and $101.1 million in relation to the Gas Vessels and the LNG/Cs vessels under construction, respectively. During the nine-month period ended September 30, 2024, the Company recognized initial expenses of $14,876, as part of vessels under construction cost.

Financing arrangements:

Please see section “Borrowings (Financing arrangements)” below.

Quarterly Common Unit Cash Distributions

On January 25, 2024, the board of directors (the “Board”) declared a cash distribution of $0.15 per common unit for the fourth quarter of 2023 which was paid on February 13, 2024, to common unit holders of record on February 6, 2024.

On April 25, 2024, the Board declared a cash distribution of $0.15 per common unit for the first quarter of 2024 which was paid on May 14, 2024, to common unit holders of record on May 7, 2024.

On July 24, 2024, the Board declared a cash distribution of $0.15 per common unit for the second quarter of 2024 which was paid on August 12, 2024, to common unit holders of record on August 6, 2024.

On October 30, 2024, the Board declared a cash distribution of $0.15 per common unit for the third quarter of 2024 which was paid on November 15, 2024, to common unit holders of record on November 11, 2024.

Declaration and payment of any dividend is subject to the discretion of our board of directors. Our dividend policy may be changed at any time, and from time to time, by the board of directors. The timing and amount of dividend payments to holders of our shares will depend on, among other things, shipping market developments and the charter rates we are able to negotiate when we charter our vessels, our cash earnings, financial condition and cash requirements, and could be affected by a variety of factors, including increased or unanticipated expenses, the loss of a vessel, required capital expenditures, reserves established by the board of directors, refinancing or repayment of debt, additional borrowings, compliance with the covenants in our financing arrangements, our anticipated future cost of capital, access to financing and equity and debt capital markets, including for the purposes of refinancing or repaying existing debt, asset valuations, other factors described in our filings with the SEC from time to time and the applicable provisions of Marshall Islands law. See also the risks discussed in our Annual Report and in Exhibit 99.8 to our Report on Form 6-K furnished to the SEC on August 26, 2024, including in particular the risk factor entitled “We cannot assure you that we will pay any dividends on our common shares” in that exhibit.

Factors Affecting Our Future Results of Operations

Please refer to our Annual Report, regarding the factors affecting our future results of operations.

Financial Results in thousands of United States dollars:

Results of Operations

Nine-Month Period Ended September 30, 2024, compared to the Nine-Month Period Ended September 30, 2023

Our results of operations for the nine-month periods ended September 30, 2024, and 2023 differ primarily due to:

Total Revenues

Total revenues, consisting of time and bareboat charter revenues, amounted to $264.3 million for the nine-month period ended September 30, 2024, compared to $177.6 million for the nine-month period ended September 30, 2023. The increase of $86.7 million during the nine-month period ended September 30, 2024, was primarily attributable to the five newbuilding LNG/Cs we acquired, namely the LNG/C Amore Mio I acquired in the fourth quarter of 2023, the LNG/C Axios II acquired in the first quarter of 2024 and the LNG/C Apostolos, the LNG/C Aktoras and the LNG/C Assos acquired in the second quarter of 2024, partly offset by the disposal in the fourth quarter of 2023 of a dry cargo vessel the M/V Cape Agamemnon. As a result, the average number of vessels in our fleet for the nine-month period ended September 30, 2024, increased by 3.1 vessels compared to the corresponding period in 2023.

Time and bareboat charter revenues are mainly comprised of the charter hires received from unaffiliated third-party charterers and are affected by the number of days our vessels operate, the average number of vessels in our fleet and the charter rates.

For the nine-month period ended September 30, 2024, BP, Cheniere, Hapag-Lloyd, Hartree and QatarEnergy accounted for 22%, 16%, 13%, 12% and 12% of our total revenues, respectively.

Voyage Expenses

Total voyage expenses amounted to $8.0 million for the nine-month period ended September 30, 2024, compared to $9.9 million for the nine-month period ended September 30, 2023. The decrease of $1.9 million in voyage expenses was mainly due to the fact that none of our vessels operated under voyage charter during the nine-month period ended September 30, 2024, compared to one vessel during the corresponding period in 2023.

Voyage expenses primarily consist of bunkers, port expenses and commissions. In voyage charters the shipowner generally is responsible for paying voyage expenses while voyage expenses incurred during time and bareboat charters are paid by the charterer, except for commissions, which are paid for by us. Voyage expenses incurred during off-hire periods are paid by us.

Vessel Operating Expenses

For the nine-month period ended September 30, 2024, our total vessel operating expenses amounting to $47.2 million, compared to $36.7 million for the nine-month period ended September 30, 2023. The increase of $10.5 million for the nine-month period ended September 30, 2024, was mainly due to the net increase in the average number of vessels in our fleet compared to the corresponding period in 2023.

Total vessel operating expenses for the nine-month period ended September 30, 2024, include expenses of $6.9 million incurred under management agreements with Capital-Executive Ship Management Corp. (“Capital-Executive”) and Capital Gas Ship Management Corp., compared to $5.0 million during the nine-month period ended September 30, 2023. Please also refer to Note 5 (Transactions with related parties) in the unaudited condensed consolidated financial statements for the nine-month period ended September 30, 2024, included elsewhere herein.

General and Administrative Expenses

General and administrative expenses amounted to $12.4 million for the nine-month period ended September 30, 2024, compared to $7.7 million for the nine-month period ended September 30, 2023. The increase of $4.7 million in general and administrative expenses was mainly attributable to costs associated with the Conversion and the amortization associated with our equity incentive plan.

General and administrative expenses include Board fees and expenses, audit and certain legal fees and other fees related to the requirements of being a publicly traded entity, the amortization associated with our equity incentive plan and the cost of the Conversion.

Impairment of Vessel

During the nine-month period ended September 30, 2024, no impairment of vessel was recognized. On June 27, 2023, we agreed to sell the dry cargo vessel M/V Cape Agamemnon to an unaffiliated party. Upon the agreement, the vessel was classified as held for sale and we recognized a non-cash impairment charge of $8.0 million corresponding to the difference between the net book value of the vessel and its net selling price.

Vessel Depreciation and Amortization

Vessel depreciation and amortization increased to $62.0 million for the nine-month period ended September 30, 2024, compared to $40.4 million for the nine-month period ended September 30, 2023. The increase in vessel depreciation and amortization was attributable to the net increase in the average number of vessels in our fleet.

Total Other Expenses, Net

Total other expenses, net for the nine-month period ended September 30, 2024, amounted to $101.0 million, compared to $69.0 million for the nine-month period ended September 30, 2023. Total other expenses, net include interest expense and finance cost of $103.2 million for the nine-month period ended September 30, 2024, compared to $69.9 million for the nine-month period ended September 30, 2023. The increase of $33.3 million in interest expense and finance cost was mainly due to the increase in our average indebtedness. Please also refer to Note 8 (Long-term debt, net) to our unaudited condensed consolidated financial statements included elsewhere herein.

Interest expense and finance cost include interest expense, amortization of financing charges, commitment fees and bank charges.

Net Income

Net income for the nine-month period ended September 30, 2024, amounted to $33.8 million compared to $6.0 million for the corresponding period in 2023.

Liquidity and Capital Resources

As of September 30, 2024, total cash and cash equivalents amounted to $183.1 million. Total cash includes restricted cash of $18.3 million in total representing the minimum liquidity requirement under our credit facilities, sale and lease back agreements, seller’s credits and unsecured bonds (the “financing arrangements”).

Generally, our primary sources of funds have been cash from operations, bank borrowings, sale and lease back arrangements and, depending on our access to the capital markets, equity and debt securities offerings.

Cash from operations depends on our chartering activity. Depending on the prevailing market rates when our charters expire, we may not be able to re-charter our vessels at levels similar to their current charters, which may affect our future cash flows from operations. Cash flows from operations may be further affected by other factors described in our Annual Report in “Item 3. Key Information—D. Risk Factors” and in Exhibit 99.8 to our Report on Form 6-K furnished to the SEC on August 26, 2024.

Subject to our ability to obtain required financing and access financial markets, we expect to continue to evaluate opportunities to acquire vessels and businesses. As of September 30, 2024, we have the following outstanding commitments for the acquisition of vessel-owning companies from a related party and vessels under construction that will be financed through the issuance of debt and cash at hand:

Furthermore, we have outstanding commitments relating to supervision services agreements for vessels under construction amounting to $6.3 million.

We do not anticipate any of our vessels to undergo a special survey in the next twelve months.

As of September 30, 2024, total shareholders’ equity amounted to $1,245.4 million, an increase of $70.5 million compared to $1,174.9 million of partners’ capital as of December 31, 2023. The increase reflects net income of $91.4 for the nine months to September 30, 2024, the amortization associated with the equity incentive plan of $4.5 million, partly offset by distributions declared and paid during the period in a total amount of $25.1 million and the other comprehensive loss of $0.4 million relating to the net effect of the cross-currency swap agreement we designated as an accounting hedge.

Subject to shipping, charter and financial market developments, we believe that our working capital will be sufficient to meet our existing liquidity needs for at least the next 12 months.

Cash Flows

The following table summarizes our cash and cash equivalents and restricted cash provided by / (used in) operating, investing and financing activities for the periods, presented in millions of United States dollars:

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $132.2 million for the nine-month period ended September 30, 2024, compared to $64.8 million for the nine-month period ended September 30, 2023. The increase of $67.4 million was mainly attributable to the increase in revenues, in revenues received in advance and accrued and other liabilities partly offset by the increase in interest expense and finance costs, in inventories, in trade receivables and the decrease in trade payables.

Net Cash Used in Investing Activities

Net cash used in investing activities refers primarily to cash used for vessel acquisitions and improvements. Net cash used in investing activities during the nine-month period ended September 30, 2024, amounted to $1,195.5 million compared to $449.0 million during the corresponding period in 2023.

During the nine-month period ended September 30, 2024, we paid $948.8 million to acquire the shares of the companies owning the LNG/C Axios II, the LNG/C Aktoras, the LNG/C Apostolos, and the LNG/C Assos and we paid advances for vessels under construction of $244.2 million, paid $2.3 million for vessel improvements and $0.2 million for expenses relating to the sale of vessels.

During the nine-month period ended September 30, 2023, we paid $451.0 million to acquire the shares of the companies owning the M/V Itajai Express, the LNG/C Asterix I, and the M/V Buenaventura Express and we paid $0.2 million for vessel improvements. During the nine-month period ended September 30, 2023, we received an advance of $2.2 million for the sale of our dry cargo vessel, the M/V Cape Agamemnon.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the nine-month period ended September 30, 2024, was $827.2 million representing cash proceeds of $1,582.0 million from the issuance of seven new financing arrangements that we entered into in order to partly finance the acquisition of the shares of the companies owning the LNG/C Axios II, the LNG/C Apostolos, the LNG/C Aktoras, the LNG/C Assos, and the refinancing of the LNG/C Apostolos, the LNG/C Arisitidis I, the LNG/C Attalos and the LNG/C Asklipios partly offset by $83.0 million we repaid in line with the amortization schedule of our financing arrangements, $541.8 million we prepaid as a result of the refinancing of the LNG/C Apostolos, the LNG/C Arisitidis I, the LNG/C Attalos and the LNG/C Asklipios, $92.6 million we repaid in respect of the Umbrella Seller’s Credit, $12.4 million we paid in financing costs, and $25.1 million of dividends we paid to our unit holders.

Net cash provided by financing activities for the nine-month period ended September 30, 2023, was $319.3 million representing mainly cash proceeds of $392.0 million from the issuance of three new financing arrangements that we entered into in order to partly finance the acquisition of the shares of the companies owning the M/V Itajai Express, the LNG/C Asterix I and the M/V Buenaventura Express, partly offset by $3.8 million we paid in financing costs, $55.6 million in long term debt payments, $4.1 million paid to acquire units under our repurchase program and $9.2 million of dividends to our unit holders.

Borrowings (Financing Arrangements)

Our long-term borrowings are reflected in our balance sheet in long-term liabilities as “Long-term debt, net” and in current liabilities as “Current portion of long-term debt, net”.

As of September 30, 2024, and December 31, 2023, total borrowings of $2,692.1 million and $1,690.4 million were outstanding under our financing arrangements respectively.

Debt issuance:

Refinancing of “2021 CMBFL” Sale and lease back facilities with the “2024 – 2xLNG/C Bocomm”

On August 23, 2024, CPLP entered into two separate sale and lease back agreements for the vessels LNG/C Asklipios and the LNG/C Attalos in an amount of $162.5 million each to refinance the outstanding balance of $250.4 million under the sale and lease back arrangements that the vessel-owning companies had entered into with CMB Financial Leasing Co., Ltd (“CMBFL”) in 2021. The new lease agreements of the LNG/C Attalos and the LNG/C Asklipios have remaining durations, starting from August 29, 2024, when the refinancing took place, of 7 years.

Refinancing of “2021 credit facility” with the “2024 – LNG/C Aristidis I credit facility”

On June 25, 2024, we entered into a new credit facility with National Bank of Greece S.A. (“NBG”), of up to $155.0 million, in order to fully repay the debt facility with ING Bank N.V., London Branch (“ING”) that we assumed in December 2021 amounting to $99.4 million, to partially finance the acquisition of the vessel-owning company of the LNG/C Aristidis I and for general corporate purposes. We drew down the full amount of the new facility on June 26, 2024. The facility has a duration of seven years.

the “2024 Jolco LNG/C Apostolos”

On June 25, 2024, we entered into a Japanese operating lease agreement with a call option of up to $240.0 million, with the purpose of replacing the bridge debt facility with BNP Paribas (“BNP”) that we entered into on June 20, 2024 (the “2024 – LNG/C Apostolos credit facility”) amounting to $192.0 million, to partially finance the acquisition of the vessel-owning company of the LNG/C Apostolos. We drew down the full amount of the 2024 Jolco LNG/C Apostolos on July 16, 2024. The sale and lease back agreement has a duration of eight years.

the “2024 – LNG/C Aktoras credit facility”

On May 31, 2024, we entered into a new credit facility with Piraeus Bank S.A. (“Piraeus”), of up to $240.0 million (the “2024 – LNG/C Aktoras credit facility”), in order to partially finance the acquisition of the vessel-owning company of the LNG/C Aktoras. We drew down the full amount of the facility in June 2024. The facility has a duration of seven years.

the “2021 Bocomm”

On May 14, 2024, we agreed with Bank of Communications Financial Leasing Co., Ltd (“Bocomm”) to amend certain of the terms included in two separate sale and lease back agreements that the companies owning the vessels LNG/C Aristos I and the LNG/C Aristarchos had entered into with Bocomm in 2021. Specifically, effective from May 14^th, 2024, we agreed to reduce the interest we pay on the outstanding amount and extended the maturity for both facilities by two years.

the “2023 Jolco LNG/C Assos”

On December 22, 2023, we entered into a new Japanese operating lease agreement with a call option (the “2023 Jolco LNG/C Assos”) of up to $240.0 million, to partially finance the acquisition of the vessel-owning company of the LNG/C Assos. We drew down the full amount of the facility in May 2024. The 2023 LNG/C Assos Jolco, has a duration of eight years.

the “Umbrella Seller’s Credit”

On December 21, 2023, upon entering the Umbrella Agreement we entered into an unsecured seller’s credit agreement with CMTC, the (“Umbrella Seller’s Credit”) in an amount of up to $220.0 million in order to finance a portion of the purchase price of the 11 new 174,000 CBM LNG/C vessels. The Umbrella Seller’s Credit provides for interest at a rate of 7.5% per annum and matures on June 30, 2027. On June 28, June 5 and January 2, 2024, upon the deliveries of the LNG/C Apostolos, the LNG/C Aktoras and the LNG/C Axios II respectively, we used $134.8 million in total of the amounts available under the Umbrella Sellers Credit. On February 28, March 11 and April 24, 2024, after the deliveries of the M/V Long Beach Express, the M/V Akadimos and the M/V Athenian to their new owners, we repaid $92.6 million in total, of the outstanding amounts under the Umbrella Sellers Credit.

“2024 – LNG/C Axios II credit facility”

On December 20, 2023, we entered into a new credit facility, the “2024 – LNG/C Axios II credit facility”, of up to $190,000 to partially financing the acquisition of the vessel-owning company of the LNG/C Axios II. We drew down the full amount of the facility on January 2, 2024. The facility has a duration of seven years.

For information relating to our credit facilities, sale and lease back agreements and unsecured bonds, please refer to Note 8 of our audited Consolidated Financial Statements included in our Annual Report and Note 7 to our unaudited interim condensed consolidated financial statements and the descriptions above in “Debt additions and repayments” and “Liquidity and Capital Resources”.

As of September 30, 2024, and December 31, 2023, we were in compliance with all financial debt covenants. Our ability to comply with the covenants and restrictions contained in our financing arrangements and any other debt instruments we may issue or enter into in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions, such as interest rate developments, changes in the funding costs offered by our banks and changes in asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests included in our financing arrangements, we are unlikely to be able to make any distributions to our unit holders, a significant portion of our obligations may become immediately due and payable and our lenders’ commitment to make further loans to us, if any, may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under our financing arrangements are secured by certain of our vessels, and if we are unable to repay debt under our financing arrangements, the lenders could seek to foreclose on those assets. More specifically, 15 vessels with an aggregate net book value of $3.2 billion as of September 30, 2024, have been provided as collateral under the terms of our credit facilities or the title of ownership is held by the relevant lender under our sale and lease back agreements.

Any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios, see “Item 5.B. Liquidity and Capital Resources—Borrowings (Financing Arrangements)” in our Annual Report. If the estimated asset values of vessels in our fleet decrease, we may be obligated to prepay part of our outstanding debt in order to remain in compliance with the relevant covenants in our financing arrangements. A decline in the market value of our vessels could also affect our ability to refinance our financing arrangements and/or limit our ability to obtain additional financing. As of September 30, 2024, a decrease of 10% in the aggregate fair market values of our vessels would not cause any violation of the total indebtedness to aggregate market value covenant contained in our financing arrangements.

Off-Balance Sheet Arrangements

As of September 30, 2024, we have not entered into any off-balance sheet arrangements.

Critical Accounting Estimates

A discussion of our critical accounting estimates can be found in our Annual Report.

Changes in Accounting Policies

See Note 2 to our unaudited interim condensed consolidated financial statements included elsewhere herein.

Exhibit II

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

1

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Balance Sheets

(In thousands of United States Dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(In thousands of United States Dollars, except for number of shares and earnings per share)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity and Partners’ Capital

The statements below for the nine-month period ended September 30, 2023 and for the period from January 1, 2024 to August 25, 2024 represent Capital Clean Energy Carriers Corp. as a partnership prior to the Conversion. The statement below for the period from August 26, 2024 to September 30, 2024 represents Capital Clean Energy Carriers Corp. as a corporation subsequent to the Conversion.

(In thousands of United States Dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Capital Clean Energy Carriers Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of United States Dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars)

1. Basis of Presentation and General Information

Capital Clean Energy Carriers Corp. (the “Company or CCEC”) is an international owner of ocean-going vessels, with a focus on the energy transition. As of September 30, 2024, our in-the-water fleet included 20 high specification vessels, including 12 latest generation Liquified Natural Gas Carriers (“LNG/Cs”) and eight legacy Neo-Panamax container vessels five of which we have agreed to sell by the first quarter of 2025 (Note 6). In addition, our under-construction fleet includes six additional latest generation LNG/Cs, six dual-fuel Medium Gas Carriers (“MGCs”) and four Handy Liquified CO2 Multi-Gas Carriers (“LCO2 – HMGC”), to be delivered between the first quarter of 2026 and the third quarter of 2027. The Company’s vessels operate under medium to long-term time and bareboat charters.

The Company was originally formed on January 16, 2007, as a Marshall Islands limited partnership with the name Capital Product Partners L.P. (the “Partnership” or “CPP”). On August 26, 2024, (the “Effective Date”), the Partnership converted from a Marshall Islands limited partnership to a Marshall Islands corporation and changed its name to Capital Clean Energy Carriers Corp. (the “Conversion”). The Conversion and the name change were approved by the majority of the Partnership’s unitholders, the conflicts committee of the Partnership’s board of directors, the Partnership’s full board of directors and the Partnership’s general partner, Capital GP L.L.C. (the “General Partner” or “CGP”). As a result of the Conversion the following changes to the capital structure and corporate governance, among others, occurred:

(i) each common unit of the Partnership outstanding immediately prior to the Effective Date was converted into one common share of CCEC with par value of $0.01 per share (the “common shares”);

(ii) the 348,570 general partner units and the general partner’s incentive distribution rights, in each case, outstanding immediately prior to the Effective Date were converted into an aggregate of 3,500,000 common shares;

(iii) CGP gave up its existing management and consent rights with respect to CPP, including its right to appoint three directors to CPP’s board of directors and its veto rights over, among other things, approval of mergers, consolidations and other significant corporate transactions and amendments to CPP’s governing documents;

(iv) following the Conversion, the board of directors consist of eight directors, a majority of which are “independent” in accordance with Nasdaq rules; and

(v) until Capital Maritime & Trading Corp. (“CMTC”) and its affiliates cease to own at least 25% of the outstanding common shares, CMTC and its affiliates will have the right to nominate three out of the eight directors to the board. If the holdings of CMTC and its affiliates fall below 25% but remain above 15% of the outstanding common shares, CMTC and its affiliates thereafter will have the right to nominate two out of eight directors to the board. If the holdings of CMTC and its affiliates fall below 15% but remain above 5% of the outstanding common shares, CMTC and its affiliates thereafter will have the right to nominate one out of eight directors to the board. If the holdings of CMTC and its affiliates fall below 5%, CMTC thereafter will no longer have any rights to nominate directors to the board. The remaining members of the board of directors will be nominated by CCEC’s nominating committee and all directors will be elected by majority vote of the holders of common shares (including CMTC and its affiliates), other than in a contested election, in which the election of directors will be by a plurality vote.

The Conversion is deemed a continuation of the existence of the Partnership in the form of a Marshall Islands corporation, with the existence of the Company deemed to have commenced on the date the Partnership commenced its existence.

Following the Conversion the Company’s common shares are trading on the Nasdaq Global Select Market under the name “Capital Clean Energy Carriers Corp.” with the ticker symbol CCEC.

Except where the context otherwise requires, references herein to CCEC or the Company for periods prior to the Conversion are to CPP, and references to common shares for periods prior to the Conversion are to common units of CPP. The financial impact of the Conversion reflected in the unaudited condensed consolidated financial statements contained herein consisted of (i) reclassifications from partnership equity accounts to equity accounts reflective of a corporation and (ii) the recognition of a deemed dividend relating to the conversion of 348,570 general partner units into 3,500,000 common shares (Note 11).

6

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars)

1. Basis of Presentation and General Information—Continued

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2024.

These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the nine-month period ended September 30, 2024, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2024.

In accordance with Accounting Standards Update (‘ASU’) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Following the announcement of the Company on November 13, 2023, of its intention to shift its business focus towards LNG and energy transition shipping and gradually divest from its non-core assets, the Company determined that the assets and liabilities, results of operations and cash flows of the 12 container vessels the Company disposed or agreed to dispose following the announcement, met the criteria to be reported in discontinued operations (Note 3).

2. Significant Accounting Policies

A discussion of the Company’s significant accounting policies can be found in the Company’s Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended, December 31, 2023 (the “Consolidated Financial Statements for the year ended December 31, 2023”).

During the nine-month period ended September 30, 2024, the Company adopted the following accounting policies.

7

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars)

3. Discontinued Operations

The Company’s discontinued operations relate to the operations of the following 12 container vessels that the Company sold or agreed to sell (Notes 1, 6).

Summarized selected operating results of the discontinued operations for the nine-month periods ended September 30, 2024 and 2023 are as follows:

8

Capital Clean Energy Carriers Corp.

Notes to the Unaudited Condensed Consolidated Financial Statements

(In thousands of United States Dollars)

3. Discontinued Operations—Continued

Summarized selected balance sheet information of the Company’s discontinued operations as of September 30, 2024 and December 31, was as follows: