CLIN Clean Earth Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 12, 2024

 

ALTERNUS CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

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

 

360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina		29715
(Address of registrant’s principal executive office)		(Zip code)

 

(800) 581-1531

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

 

 

Item 7.01. Regulation FD Disclosure.

 

As previously disclosed, (i) in 2021, Solis Bond Company, Designated Activity Company (“Solis”), a company formed under the laws of Ireland and an indirect, wholly owned subsidiary of Alternus Clean Energy, Inc. (the “Company”), issued certain 3-year FRN senior secured green bonds 2021/2024 (ISIN NO0010914914) (the “Solis Bonds”) in the maximum amount of €200 million (approximately $218 million) with a stated coupon rate of 6.5% plus EURIBOR and quarterly interest payments and (ii) Solis previously breached certain financial covenants of the Solis Bonds, and the holders of the Solis Bonds approved, among other things, temporary waivers of such covenants and related extensions of such waivers in each of April 2023, June 2023, October 2023 and January 2024.

 

On March 12, 2024, Alternus Energy Group plc (OSE: ALT), a majority stockholder of the Company, disclosed in a notice filed on the Euronext Growth Oslo stock exchange (the “Euronext”) that Solis’ bondholders formally approved certain resolutions previously disclosed on the Euronext on February 26, 2024, including, among other things, an extension of the temporary waivers and the maturity date of the Solis Bonds until 30 April 2024, with the right to further extend to May 31 2024 at the Bond Trustee’s discretion, and thereafter on a month to month basis to 29 November 2024 at the Bond Trustee’s discretion and approval from a majority of Bondholders. A copy of the notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Euronext notice related to Solis Bond, dated March 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 12, 2024	ALTERNUS CLEAN ENERGY, INC.
	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer and Chairman of the Board of Directors

 

 

2

Exhibit 99.1

 

Update on Bond Waiver and Amendments to the Bond Terms

 

Dublin, 12 March 2024,

 

Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (the “Company”) and Solis Bond Company DAC (“Solis”), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE), a majority owned subsidiary of the Company, on 9 March 2023, 21 March 2023, 27 March 2023, 18 April 2023, 24 April 2023, 16 May 2023, 19 September 2023, 16 October 2023, 18 December 2023, 3 January 2024, 31 January 2024 and 26 February 2024 regarding the waivers of the financial covenants and extension of the maturity date sought from the bondholders in Solis’ FRN senior secured EUR 200,000,000 green bonds 2021/2024 (ISIN NO0010914914).

 

The Company and Solis are pleased to announce that the bondholders have voted to approve the resolutions for the extension of the waivers and the maturity date to the Bond Terms, as previously attached to the Company’s notice filed on 26 February 2024.

 

About Alternus Energy Group:

 

The Company is a transatlantic clean energy independent power producer (IPP). We currently develop, install, own and operate utility scale solar parks in America and Europe. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our goal is to reach 3GW of operating projects within 5 years through continued organic development activities and targeted strategic opportunities. Our vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet in harmony.

 

AEG operates primarily through ALternus Clean Energy, Inc. (Nasdaq: ALCE). AEG is listed on the Euronext Growth Oslo exchange and headquartered in Ireland, while Alternus Clean Energy, Inc. is listed on Nasdaq and headquartered in the US. They remain as two separate legal entities.

 

 

v3.24.0.1

Cover	Mar. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 12, 2024
Entity File Number	001-41306
Entity Registrant Name	ALTERNUS CLEAN ENERGY, INC.
Entity Central Index Key	0001883984
Entity Tax Identification Number	87-1431377
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	360 Kingsley Park Drive
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Fort Mill
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29715
City Area Code	800
Local Phone Number	581-1531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ALCE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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