Business Combination and Acquisitions - The company completed a business combination with Alternus Energy Group Plc on December 22, 2023, issuing 2,300,000 shares of common stock [271]. - The company aims to expand its portfolio by acquiring utility-scale clean energy projects and entering complementary market segments through M&A or strategic partnerships [287]. - The company entered into an asset purchase agreement with LiiON LLC for the acquisition of certain assets related to LiiON's Battery Storage Business, but the agreement was rescinded on April 29, 2025 [322][323]. - The company allocates the purchase price of acquired renewable energy facilities to tangible assets, intangible assets, non-controlling interests, and working capital based on their fair values [380]. - The analysis of acquisitions uses income approach valuation methodology, considering market conditions, energy production estimates, and operating costs [381]. Financial Performance - Revenue for the year ended December 31, 2024, was $10.12 million, a decrease of $20.4 million (67%) compared to $30.52 million in 2023 [311]. - The Company reported a net income of $21.08 million for the year ended December 31, 2024, compared to a net loss of $69.46 million in 2023 [309]. - The total megawatt hours (MWh) sold for the year ended December 31, 2024, was 48,247 MWh, down from 165,463 MWh in 2023, representing a decrease of 70% [308]. - The gross margin for the year ended December 31, 2024, was 17% of sales, compared to 63% for the same period in 2023 [316]. - The Company’s operating expenses for the year ended December 31, 2024, totaled $16.57 million, an increase from $13.77 million in 2023 [309]. - The Company experienced a loss from continuing operations of $24.75 million for the year ended December 31, 2024, compared to a loss of $32.61 million in 2023 [309]. - The Company’s discontinued operations reported a total revenue of $9.81 million in 2024, down from $27.04 million in 2023, a decrease of $17.23 million (64%) [311]. - The Company’s cost of revenues for the year ended December 31, 2024, was $4.52 million, a decrease of $4.17 million (48%) from $8.69 million in 2023 [315]. - Selling, general and administrative expenses for continuing operations increased by $7.1 million, or 143%, for the year ended December 31, 2024, driven by higher audit, consulting, legal, and listing costs [320]. - Total selling, general, and administrative expenses for the period increased by $2.3 million, or 21%, compared to the previous year [319]. Cash Flow and Financing Activities - The net cash used in operating activities for the year ended December 31, 2024 was $(3,222) thousand, a decrease of $6,261 thousand compared to 2023 [371]. - The net cash provided by discontinued operating activities increased by $85.4 million, primarily due to a gain of $55.0 million from the sale of operating parks [373]. - The net cash used in continuing investing activities increased by $1.0 million, attributed to construction costs for parks in the US and project developments in Italy and Spain [374]. - The net cash provided by continuing financing activities decreased by $19.9 million, mainly due to a net decrease of $13.8 million in new debt [376]. - The Company issued a senior convertible note of $2,160,000 with an 8% original issue discount, receiving gross proceeds of $2,000,000 [358]. - The Company entered into a Purchase Agreement for senior convertible notes totaling $2,500,000, with a 12% original issue discount, and received gross proceeds of $700,000 [359]. Operational Challenges and Concerns - The company operates with a working capital deficiency and negative equity, raising concerns about its ability to continue as a going concern without planned financing [274]. - The company expects inflation and energy rate fluctuations to significantly affect its results of operations [289]. - The company is currently addressing going concern issues and is working with global banks to secure project financing for its business plan [352]. Market and Risk Factors - The company utilizes annual recurring revenues as a key metric, reflecting long-term stability, based on estimated future revenue from solar parks [272]. - The company has a competitive advantage through its fully integrated clean energy provider model, managing the entire renewable energy value chain [276]. - The company expects to secure strong cash flows via long-term feed-in tariff contracts, allowing for high leverage capacity and flexibility in debt structuring [294]. - The company is exposed to foreign currency risk due to transactions and borrowings in foreign currencies, which affects its financial statements when translated into U.S. dollars [386]. - Interest rate risk arises from fluctuations in interest rates affecting the value of investments and financing activities, with the company monitoring the ratio of fixed and floating rate instruments [389]. Asset Management and Impairment - Impairment loss recognized for continuing operations increased by $3.3 million for the year ended December 31, 2024, primarily due to expected losses on the disposal of Spanish assets [341]. - Impairment losses are recognized if future estimated undiscounted cash flows from an asset are less than its carrying value, with fair values determined through various valuation methods [384]. Tax and Regulatory Matters - Corporate tax expense for continuing operations increased by $0.6 million for the year ended December 31, 2024, reflecting penalties for late tax filings [338]. - Recent accounting pronouncements may impact the company's financial position and results of operations, as disclosed in the significant accounting policies [394].

Revenue and Operations - As of September 30, 2024, approximately 64% of the Company's annual revenues are generated from long-term contracts, while 36% come from sales to the general energy market[197]. - The Company expects first and fourth quarter solar revenue to be lower than in other quarters, with approximately 15% of annual revenues generated in Q1 and 11% in Q4[216]. - Revenue for continuing operations decreased by $1.2 million for the three months ended September 30, 2024, primarily due to the revenues generated in 2023 by the Italian parks which were sold in December 2023[234]. - Total revenue for the nine months ended September 30, 2024, was $9.891 million, a decrease of $16.235 million or 62% compared to $26.126 million in 2023[232]. - The United States generated $280,000 in revenue for the nine months ended September 30, 2024, representing a 237% increase from $83,000 in 2023[232]. - Revenue for continuing operations decreased by $2.7 million for the nine months ended September 30, 2024, primarily due to the sale of Italian parks, offset by a $0.2 million increase in US parks revenue[235]. - Revenue for discontinued operations decreased by $5.0 million for the three months ended September 30, 2024, with a 29% year-on-year drop in Romanian revenues due to lower Green Certificates sales and energy rates[236]. - Total revenue for discontinued operations decreased by $13.5 million for the nine months ended September 30, 2024, with a $9.7 million decrease attributed to the sale of parks in Poland and the Netherlands[237]. - Total revenue for the period decreased by $16.2 million, from $26.1 million in 2023 to $9.9 million in 2024, representing a 62% decline[238]. - Total for discontinued operations saw a revenue drop of 58%, from $23.1 million in 2023 to $9.6 million in 2024[238]. Financial Performance - The net loss from continuing operations for the three months ended September 30, 2024, was $2.7 million, compared to a net loss of $2.1 million in the same period of 2023[230]. - The company reported total operating expenses of $8.198 million for the nine months ended September 30, 2024, compared to $5.443 million in 2023, reflecting an increase of 50.8%[230]. - Selling, general and administrative expenses for continuing operations increased by $4.2 million for the nine months ended September 30, 2024, driven by higher compensation, audit, and legal costs[253]. - Net loss for continuing operations increased by $7.7 million for the nine months ended September 30, 2024, primarily due to a $2.7 million reduction in revenues and a $4.2 million increase in SG&A expenses[277]. - Net loss for discontinued operations decreased by $10.8 million for the nine months ended September 30, 2024, primarily due to a decrease in revenues of $13.5 million[278]. Assets and Liabilities - As of September 30, 2024, 84.4% of the Company's total liabilities were project-related debt[218]. - As of September 30, 2024, total debt was $33.534 million, an increase from $32.312 million as of December 31, 2023[281]. - Cash and cash equivalents from continuing operations decreased to $290 thousand as of September 30, 2024, down from $4.042 million as of December 31, 2023[283]. - The company is in active discussions with the lender regarding a loan in default, with principal outstanding of $11.2 million as of September 30, 2024[291]. Project Development and Strategy - The Company aims to own and operate over 3.0 giga-watts (GWs) of solar parks over the next five years[197]. - The Company intends to expand its transatlantic independent power producer (IPP) portfolio in locations that deliver higher yields and attractive returns on investments[208]. - The Company is committed to establishing a formal sustainability policy framework to ensure sustainable project development[208]. - The Company believes that the renewable energy generation segment will continue to offer growth opportunities driven by the reduction in the cost of solar technologies and government policies encouraging renewable power[222]. - The company sold its renewable energy parks in Italy, Poland, and the Netherlands, which impacted both revenue and production capacity[228]. Costs and Expenses - Cost of revenues for continuing operations decreased by $0.7 million for the nine months ended September 30, 2024, primarily driven by the decrease in costs for the sold Italian parks[243]. - Gross margins were 49% of sales for the three months ended September 30, 2024, compared to 77% for the same period in 2023, mainly due to the exclusion of Italian operating parks[244]. - Selling, general and administrative expenses for the total period increased by 60%, from $5.5 million in 2023 to $8.8 million in 2024[248]. - Development cost for continuing operations increased by $0.7 million for the three months ended September 30, 2024 compared to the same period in 2023, totaling $741,000[255]. - Development cost for the nine months ended September 30, 2024 increased by $0.4 million compared to the same period in 2023, totaling $748,000[256]. - Total other expenses for continuing operations increased by $2.3 million for the nine months ended September 30, 2024, compared to the same period in 2023[273]. Financing and Capital - The company has accessed capital markets several times in 2022 and 2023 but has not done so in 2024, which may affect its ability to acquire additional clean power generation assets[223]. - The company is working with multiple global banks and funds to secure necessary project financing to execute its transatlantic business plan[287]. - The company has a financing facility of up to €500 million to finance eligible project costs for solar PV plants across Europe, which is currently not drawn upon[290]. - The Company secured a working capital loan of $3.2 million in October 2023, which was later increased to $3.6 million with a 10% interest rate[297]. Miscellaneous - The company received a delist determination letter from Nasdaq, but regained compliance with the Bid Price Rule on October 28, 2024[285]. - The company sold Solis and its subsidiaries in Romania for €1, which accounted for 98% of group revenues for the nine months ended September 30, 2024[289]. - In July 2023, the Company acquired a 32 MWp solar PV project in Tennessee for $2.4 million, financed through a bank loan with a 24% APY[294]. - In July 2023, a Spanish subsidiary acquired project rights for a 32 MWp solar PV portfolio in Valencia for $1.9 million, financed through a €3.0 million ($3.3 million) bank facility[296].

Financial Performance - Revenues decreased by $2.2 million (36%) to $3.8 million compared to the same period last year, driven by lower electricity prices and the sale of Italian parks[2] - Gross profit decreased by $2.8 million (55%) to $2.2 million, resulting in gross margins of 57%, down from 82% year-over-year[2] - Net loss of $6.8 million compared to a net loss of $1.7 million for the same period last year, primarily due to lower operating incomes and higher costs associated with debt issuance[3] - Selling and general expenses increased by $1.4 million (72%) year-over-year, attributed to higher operating costs from being listed on Nasdaq[2] - For the six months ended June 30, 2024, revenues decreased by $3.8 million (39%) to $6.0 million compared to the same period last year[12] Debt Management - Debt reduced by $80 million (40%) during the first half of 2024[3] Strategic Initiatives - The company announced a joint venture with Hover Energy to enter the microgrid energy market, targeting corporate customers and data centers[4] - Continued focus on acquiring near-term projects in North America, leveraging support from the Inflation Reduction Act[4] - The acquisition of 80MW of operating assets in the U.S. has not completed as planned due to unmet closing conditions[4] - The company aims to reach 3GW of operating projects within five years through organic development and strategic opportunities[18]

Revenue Generation - As of June 30, 2024, approximately 65% of the Company's annual revenues are generated from long-term contracts, while 35% come from sales to the general energy market[156]. - The Company expects first and fourth quarter solar revenue to be lower than in other quarters, with approximately 15% of annual revenues generated in Q1 and 11% in Q4[171]. - Revenue for the three months ended June 30, 2024, decreased by $2.2 million (36%) compared to the same period in 2023, primarily due to lower sales of Green Certificates and energy rates in Romania[183]. - The company's revenue from Romania for the three months ended June 30, 2024, was $3.754 million, a decrease of 24% from $4.942 million in 2023[183]. - Revenue for continuing operations decreased by $3.8 million for the six months ended June 30, 2024, representing a 28% drop year-on-year, primarily due to lower sales of Green Certificates and reduced energy rates in Romania[185]. - Total revenue for the period was $6,148 thousand, down 62% from $16,205 thousand in the same period of 2023[188]. - Revenue for discontinued operations decreased by $5.0 million for the three months and $6.2 million for the six months ended June 30, 2024, due to the sale of operating parks in Poland and the Netherlands[187]. Financial Position - The Company has a working capital deficiency and negative equity, raising doubts about its ability to continue as a going concern without planned financing[161]. - As of June 30, 2024, 95.5% of the Company's total liabilities were project-related debt[172]. - As of June 30, 2024, total debt was $120.2 million, a decrease of 39.4% from $198.4 million as of December 31, 2023[218]. - Cash and cash equivalents decreased to $1.1 million as of June 30, 2024, down from $4.6 million as of December 31, 2023[218]. - Solis Bond Company DAC had $86.6 million in outstanding green bonds as of June 30, 2024, down from $166.1 million as of December 31, 2023[218]. - Solis was in breach of three financial covenants under the bond terms as of June 30, 2024, including a minimum liquidity covenant of €5.5 million[219]. - The Company is currently in discussions to secure project financing to address going concern issues[227]. - The Company has until November 4, 2024, to regain compliance with Nasdaq's minimum market value of listed securities requirement of $35 million[226]. Operational Performance - The total nameplate capacity of the company's renewable energy facilities as of June 30, 2024, was 144.1 MW, down from 151.9 MW in 2023, indicating a decrease in overall production capacity[179]. - Megawatt hours (MWh) sold for the six months ended June 30, 2024, totaled 29,118 MWh, a decrease of 66% compared to 85,548 MWh in the same period of 2023[180]. - The company reported a net loss from continuing operations of $6.837 million for the three months ended June 30, 2024, compared to a net loss of $2.890 million in the same period of 2023[181]. - The company’s total revenue for discontinued operations was $122,000 for the three months ended June 30, 2024, down 98% from $6.344 million in 2023[184]. - The company sold its renewable energy parks in Italy, Poland, and the Netherlands, which contributed to a significant drop in revenue from these regions[182]. Cost and Expenses - The company’s operating expenses for the three months ended June 30, 2024, increased to $5.441 million from $4.506 million in the same period of 2023[181]. - Cost of revenues for continuing operations increased by $0.6 million for the three months ended June 30, 2024, primarily due to higher operational costs in Romania[192]. - Gross margins for the three months ended June 30, 2024, were 57% compared to 82% for the same period in 2023, mainly due to a 24% reduction in revenues and a 99% increase in cost of revenues in Romania[192]. - Selling, general and administrative expenses for continuing operations increased by $1.4 million for the three months ended June 30, 2024, driven by higher compensation, audit, and legal costs[195]. - Management has discontinued certain development activities in Europe, resulting in approximately $3 million in annual savings[196]. - Development costs for the three months ended June 30, 2024, were $0, down from $644 thousand in the same period of 2023[197]. - Development costs decreased by $0.6 million (approximately 50%) for the three months ended June 30, 2024, and by $0.7 million (approximately 50%) for the six months ended June 30, 2024, compared to the same periods in 2023[198]. Financing and Investments - The Company intends to optimize financing sources to support long-term growth and profitability in a cost-efficient manner[163]. - The company intends to finance acquisitions or growth capital expenditures using long-term non-recourse debt that fully amortizes within the asset's contracted life[213]. - In July 2023, the Company acquired a 32 MWp solar PV project in Tennessee for $2.4 million, financed through a bank loan with a 24% APY[231]. - The Company had a principal outstanding balance of $7.0 million as of June 30, 2024, and December 31, 2023[231]. - Net cash provided by investing activities increased by $64.2 million, driven by cash received from the sale of Polish parks totaling $59.4 million[247]. Strategic Initiatives - The Company aims to own and operate over 3.0 giga-watts (GWs) of solar parks over the next five years[156]. - The Company is committed to expanding its transatlantic Independent Power Producer (IPP) portfolio in locations that deliver higher yields and attractive returns on investments[163]. - The Company believes that the renewable energy generation segment will continue to offer growth opportunities driven by the reduction in the cost of solar technologies and government policies encouraging renewable power development[174]. - Approximately 40% of annual revenue in Romania is currently under contract at rates lower than prevailing market rates, leading to strategic adjustments[193]. - The company is mitigating exposure to lower contract rates by entering into shorter-term contracts with customers[193].

Revenue and Financial Performance - Revenue for the three months ended March 31, 2024, was $2.18 million, a decrease of 43% compared to $3.85 million in the same period in 2023[175]. - The total megawatt hours (MWh) sold for the three months ended March 31, 2024, was 10,872 MWh, down 55% from 24,333 MWh in the same period in 2023[172]. - The combined nameplate capacity of the Company's renewable energy facilities as of March 31, 2024, was 43.9 MW (DC), a decrease from 151.2 MW (DC) in the same period in 2023[171]. - The Company reported a net loss from continuing operations of $8.66 million for the three months ended March 31, 2024, compared to a net loss of $3.36 million in the same period in 2023[175]. - Revenues from Romania decreased by 34% to $2.09 million in Q1 2024, down from $3.17 million in Q1 2023[177]. - The Company experienced a 417% increase in revenue from the United States, rising to $93,000 in Q1 2024 from $18,000 in Q1 2023[177]. - The net loss from continuing operations was $8.659 million, compared to a loss of $3.355 million in the previous year[210]. - For the three months ended March 31, 2024, the company reported a net loss from continuing operations of $8.7 million and a total net loss of $3.4 million, consistent with the losses from the same period in 2023[221]. Costs and Expenses - Cost of revenues for continuing operations decreased by $0.2 million, totaling $834,000 for the three months ended March 31, 2024, compared to $1,015,000 in the same period in 2023, a decrease of 18%[182]. - Cost of revenues for discontinued operations decreased by $0.8 million, totaling $216,000 for the three months ended March 31, 2024, compared to $997,000 in the same period in 2023, a decrease of 78%[183]. - Selling, general and administrative expenses for continuing operations increased by $2.0 million, totaling $3,747,000 for the three months ended March 31, 2024, compared to $1,725,000 in the same period in 2023, an increase of 117%[201]. - Development costs for continuing operations decreased by $104,000, totaling $7,000 for the three months ended March 31, 2024, compared to $111,000 in the same period in 2023, a decrease of 94%[186]. - Depreciation and amortization expenses for continuing operations decreased by $0.3 million, totaling $568,000 for the three months ended March 31, 2024, compared to $842,000 in the same period in 2023, a decrease of 33%[205]. - Interest expense increased by 44% to $4.984 million from $3.468 million, while total expenses for continuing operations rose by 62% to $5.683 million[209]. - Total other expenses for continuing operations increased by $2.2 million for the three months ended March 31, 2024, primarily due to a $1.5 million increase in interest expense and a $0.5 million reduction in valuation on the Forward Purchase Agreement[243]. Cash Flow and Liquidity - Cash flows from operating activities showed a net outflow of $5.428 million, a significant decrease from a cash inflow of $1.179 million in the same period last year[210]. - The total cash, cash equivalents, and restricted cash at the end of the year was $2.222 million, down from $24.563 million at the beginning of the year[210]. - The company had $1.4 million of unrestricted cash on hand as of March 31, 2024, indicating liquidity challenges[221]. - The company incurred costs of $1.2 million related to the disposal of assets, which were reported in accordance with ASC 360-10-35-38[208]. - The company generated $67.540 million from the sale of property and equipment, contributing to a net cash inflow of $65.486 million from investing activities[210]. - Net cash provided by investing activities was $65,486 thousand for the three months ended March 31, 2024, an increase of $66,514 thousand compared to the same period in 2023[282]. - The company secured a working capital loan of $3.6 million in February 2024, with a maturity date extended to February 28, 2025[270]. Debt and Financing - As of March 31, 2024, total debt was $118.8 million, a decrease from $198.4 million as of December 31, 2023[251]. - The Company is currently working with multiple global banks and funds to secure necessary financing to address its working capital deficiency and negative equity[145]. - The Company intends to finance future acquisitions primarily through long-term non-recourse debt and retained cash flows from operations[248]. - The company had principal outstanding of $10.8 million and $11.0 million as of March 31, 2024, and December 31, 2023, respectively, related to a loan agreement with private lenders[264]. Market and Operational Challenges - The Company relies heavily on government policies that support renewable energy projects, which could impact future operations if changes occur[186]. - The company has substantial doubt about its ability to continue as a going concern due to recurring losses and cash outflows from operations[220]. - The company received a notice from Nasdaq regarding non-compliance with the minimum bid price rule, with a compliance period until September 16, 2024, to regain compliance[230]. - The company is currently evaluating options for regaining compliance with Nasdaq listing requirements, with no assurance of success[230]. - The company may need to delay or scale back acquisition efforts and business activities due to insufficient operating revenues and pledged assets[222]. - The company anticipates continued exposure to foreign currency fluctuations due to its investments in renewable energy facilities located in foreign countries[167]. Asset Sales and Disposals - The company sold its Italian subsidiaries for approximately €15.8 million (approximately $17.5 million) on December 28, 2023, and its Polish subsidiaries for approximately €54.4 million (approximately $59.1 million) on January 18, 2024[228][229]. - The company experienced a loss of $0.9 million on the sale of its operating park in the Netherlands, which was partially offset by gains from other asset disposals[208]. - The company reported a gain on the disposal of assets amounting to $3.374 million, with total gains from discontinued operations reaching $2.150 million, reflecting a 100% increase[208]. Compliance and Regulatory Issues - Solis, a subsidiary, was in breach of three financial covenants under its bond terms, including a minimum liquidity covenant of €5.5 million and a minimum equity ratio covenant of 25%[224]. - As of March 31, 2024, Solis owed approximately €80.8 million (approximately $87.3 million) to bondholders, which could lead to the transfer of ownership of Solis and its subsidiaries if not repaid[225]. - The fair value of the Forward Purchase Agreement was recorded at $0 as of March 31, 2024, following a change in fair value of $(16.6 million) during the reporting period[240]. - The company is currently evaluating options to regain compliance with Nasdaq's minimum bid price rule, with a compliance period ending on September 16, 2024[261]. Strategic Plans and Future Outlook - The Company aims to own and operate over 3.0 giga-watts (GWs) of solar parks over the next five years[138]. - The Company has a strategy to reinvest project cash flows into additional solar PV projects to provide non-dilutive capital for future growth[149]. - The Company intends to expand its transatlantic independent power producer (IPP) portfolio in locations that deliver higher yields and attractive returns on investments[149]. - The Company believes that the continued reduction in the cost of solar technologies will lead to grid parity in more markets, driving growth opportunities[165].

Financial Health and Leverage - As of December 31, 2023, the company had $198.4 million in outstanding short-term borrowing, indicating a high level of leverage [265]. - The company has expressed substantial doubt about its ability to continue as a going concern due to significant indebtedness and operational challenges [252]. - The company may need to raise additional working capital to sustain operations and achieve profitability, facing potential significant losses in the future [264]. - The Solis Bond Company DAC has a bond obligation of €87.9 million (approximately $95.3 million), with potential ownership transfer risks if repayment is not met [322]. - Solis has breached financial covenants but received waivers extending repayment deadlines to April 30, 2024, with further extensions possible [323]. - The Company believes its interest rates on borrowings are favorable compared to market rates [345]. Revenue Sources and Dependency - The company’s revenue is significantly dependent on power purchase agreements (PPAs), and any failure of power purchasers to fulfill obligations could adversely impact cash flows [271]. - As of December 31, 2023, approximately 83% of the Company's annual revenues are generated from long-term contracts, with 10% from annual power purchase agreements (PPAs), and 7% from sales to the general energy market [338]. - The Company generates revenue from government-mandated, fixed price supply contracts with terms of 15-20 years [338]. Operational Risks and Challenges - The company relies on cash flow from operations and borrowings to fund its activities, with principal uses being pipeline development and working capital [256]. - The company’s business model involves acquiring renewable energy facilities, which carries substantial risks and may affect financial performance [262]. - The company is subject to seasonal variations in energy production, which may affect liquidity and require additional financing during low cash generation periods [273]. - Government subsidies and incentives are crucial for the economic viability of solar parks, and any reduction could materially affect the company’s operations and financial condition [261]. - The company’s ability to develop solar projects may be hindered by external factors such as regulatory approvals and contractor performance, leading to potential delays and cost overruns [280]. - The company faces significant risks related to obtaining governmental permits and financing, which could adversely affect solar power project completion [290]. - Delays in construction may lead to loss of Feed-in Tariff (FiT) or Power Purchase Agreement (PPA) payments, impacting financial results [291]. - The company’s operations may be adversely affected by natural disasters and adverse weather conditions, leading to significant reconstruction costs [318]. - The company’s business strategy may be hindered by trade restrictions affecting the supply of polysilicon and solar products, potentially leading to increased costs [319]. Financing and Investment Strategy - The company expects to seek third-party financing options to expand its business, but there is no guarantee of success in securing suitable financing [257]. - The Company aims to own and operate over 3.0 giga-watts (GWs) of solar parks within the next five years [338]. - The Company is exposed to fluctuations in prices for PV modules and balance-of-system components, which could materially affect operational results [315]. - The Company is subject to counterparty risks under FiT price support schemes and Green Certificates (GC) schemes, which could impact financial stability [324]. Currency and Financial Instruments - The Company is exposed to foreign currency risk due to transactions and borrowings in currencies such as Euro, Romanian Lei, and Polish Zloty [342]. - The Company manages currency risk by transacting in currencies that align with its operating expenses, minimizing foreign exchange gains/losses [343]. - The Company's debt consists of various instruments with both fixed and floating interest rates, which are actively monitored [344]. - The Company has no derivative financial instruments or derivative commodity instruments, indicating a conservative approach to financial risk management [335]. Regulatory and Market Environment - The European Commission's "REPowerEU" plan aims to rapidly increase renewable energy, but it introduces risks related to supply chain dependencies and regulatory bottlenecks [292][293]. - The company plans to become a global Independent Power Producer (IPP) and may acquire solar parks through competitive bidding, facing challenges from competitors with better resources [312].

Financial Performance - For the three months ended September 30, 2023, the Company reported a net income of $7,216, primarily from $1,107,180 in dividend income on marketable securities[160]. - For the nine months ended September 30, 2023, the Company achieved a net income of $3,239,010, which included $4,216,253 in dividend income and $1,663,187 in realized gains on marketable securities[161]. Working Capital and Cash Position - As of September 30, 2023, the Company had a working capital deficit of $3,861,647 and only $9,266 in operating cash[165]. - As of September 30, 2023, the deferred underwriting fee payable was $805,000, reduced from $8,050,000 due to waivers by underwriters[170]. - The deferred underwriting fee has been reduced to $805,000 as of September 30, 2023, after waiving a total of $7,245,000 by the underwriter[181]. Business Operations and Future Plans - The Company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[150]. - The Company has entered into a Business Combination Agreement with Alternus Energy Group Plc, involving the acquisition of certain subsidiaries for up to 90 million shares[149]. - A special meeting of stockholders is scheduled for December 4, 2023, to approve the business combination with Alternus Energy Group[158]. - The Company has incurred significant costs in pursuit of its financing and acquisition plans, raising doubts about its ability to continue as a going concern[167]. Initial Public Offering - The Company completed its Initial Public Offering on February 28, 2022, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[151]. - Following the Initial Public Offering, $232,300,000 was placed in a Trust Account, invested in U.S. government securities[153]. Fees and Agreements - The Company recorded a nonrefundable cash fee of $500,000 related to a Placement Agent agreement, with an additional contingent fee of $450,000 pending the closing of the Business Combination[182]. - The Company incurred and paid $79,353 under a consulting agreement before terminating it in November 2022[183].

Financial Performance - As of June 30, 2023, the company reported a net income of $1,358,377 for the three months ended, consisting of $1,713,104 in dividend income and $449,457 in realized gains on marketable securities[167]. - For the six months ended June 30, 2023, the company achieved a net income of $3,231,794, with $3,109,073 from dividend income and $1,663,187 in realized gains on marketable securities[168]. Working Capital and Financial Position - The company had a working capital deficit of $2,771,682 as of June 30, 2023, excluding marketable securities held in the Trust Account[172]. - Following the redemption of 14,852,437 shares of Class A Common Stock at approximately $10.38 per share, the total redemption amount was $154,152,327, leaving $84,562,944 in the Trust Account[165]. - The deferred underwriting commission was reduced to $805,000 as of June 30, 2023, after waivers from underwriters totaling $7,245,000[177]. - The company has no long-term debt or capital lease obligations as of June 30, 2023[176]. Business Operations and Future Plans - The company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[159]. - The company entered into a Business Combination Agreement with Alternus Energy Group Plc, involving the acquisition of certain subsidiaries for up to 90 million shares[158]. - The company has incurred significant costs in pursuit of financing and acquisition plans, with ongoing liquidity needs being met through various promissory notes[174]. - The company raised gross proceeds of $230,000,000 from its Initial Public Offering by selling 23,000,000 Units at $10.00 per Unit[160].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $240,003, which included $118,108 in legal and accounting expenses and $51,540 in franchise tax expense [165]. - For the three months ended March 31, 2023, the company reported a net income of $1,873,417, with significant contributions from $1,395,968 in dividend income and $1,213,729 in realized gains on marketable securities [197]. - The company has evaluated its deferred tax assets and concluded that it is more likely than not that it will not realize these assets due to a history of cumulative net losses [214]. Business Combination - The company entered into a Business Combination Agreement to acquire certain subsidiaries of Alternus Energy Group Plc for up to 90 million shares, initially issuing 55 million shares at closing [162]. - The Business Combination Agreement was amended to reduce the earnout shares from 35,000,000 to 20,000,000 shares, with modified earnout milestones [191]. - The company filed a Definitive Proxy Statement for a special meeting to consider extending the date for consummating a business combination to November 28, 2023 [196]. Capital Structure - The company is authorized to issue a total of 111,000,000 shares of capital stock, including 100,000,000 shares of Class A common stock [179]. - Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50, subject to adjustment [183]. - The company has entered into a Committed Capital on Demand agreement with an investor to potentially invest up to $100,000,000 [215]. Cash and Working Capital - As of March 31, 2023, the company had $328,279 in operating cash and a working capital deficit of $3,032,498, excluding marketable securities held in the Trust Account [198]. - The company has a working capital deficit that excludes the amount of marketable securities held in the Trust Account and deferred underwriting fees payable [198]. - The deferred underwriting fee payable was $4,427,500 as of March 31, 2023, which was subsequently reduced to $805,000 after waivers by the underwriter [199][201]. Expenses and Fees - The company incurred $15,000 related to a consulting agreement for the three months ended March 31, 2023, compared to $0 for the same period in 2022 [173]. - The company recorded a nonrefundable cash fee of $500,000 related to a placement agreement, with an additional contingent fee of $450,000 upon the closing of a Business Combination [202]. - The company has deferred recognition of stock-based compensation costs until the consummation of an initial business combination, as the performance condition is not yet probable [208]. Investments - Marketable securities held in the Trust Account amounted to $237,995,676 as of March 31, 2023, an increase from $235,586,028 as of December 31, 2022 [216]. - The company has invested in U.S. Treasury Bills and money market funds, generating income recorded as realized gains and dividend income [206].

Financial Position - As of December 31, 2022, the company had cash of $630,460 and a working capital deficit of $2,496,267[475][478]. - The trust account totaled $235,586,028 as of December 31, 2022, which included realized gains and dividend income from marketable securities[479]. - An unsecured promissory note was issued for up to $850,000, with $806,170 drawn as of December 31, 2022[480]. - The total amount placed in the trust account following the initial public offering and private placement units was $232,300,000[479]. Income and Gains - For the year ended December 31, 2022, the company reported a net income of $59,955, which included $2,228,053 in realized gains and $1,057,975 in dividend income from marketable securities[477]. Expenses - The company incurred $1,213,772 in legal and accounting expenses and $500,000 in placement services fees for the year ended December 31, 2022[477]. - The company continues to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[476]. - The underwriters are entitled to a deferred underwriting commission of 3.50% of the gross proceeds of the Initial Public Offering, totaling $8,050,000, with $4,427,500 payable as of December 31, 2022[482]. Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[476]. - The company has not identified any critical accounting estimates that could materially impact its financial condition or results of operations[483].