As filed with the U.S. Securities and Exchange Commission on July 1, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) | Delaware | | --- | (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Number) (I.R.S. Employer 360 Kingsley Park Drive, Suite 250 Fort Mill, ...

As filed with the U.S. Securities and Exchange Commission on June 28, 2024 Registration No. 333-276630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) | | | (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Number) (I.R.S. Employer Identification Number) 360 Kings ...

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].

As filed with the U.S. Securities and Exchange Commission on May 6, 2024 Registration No. 333-276630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Number) (I.R.S. Employer Identification N ...

As filed with the U.S. Securities and Exchange Commission on April 29, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 4931 87-1431377 (Primary Standard Industrial Classification Number) (I.R.S. Employer Identification Number) 360 Kingsle ...

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].

As filed with the U.S. Securities and Exchange Commission on January 19, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-41306 87-1431377 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification Number) 360 Kingsley Park Drive, Suite ...

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].