Alternus Clean Energy closes SPAC merger; issues 30M extra shares, removes earnout

Alternus Clean Energy, Inc.

Closed business combination with Clean Earth Acquisitions; becomes Alternus Clean Energy (ALCE).
Issued 57.5M shares to Alternus Energy Group (AEG) as consideration; amended terms added 30M shares.
Removed earnout milestones (EBITDA: $16M FY23, $52M FY24, $156M FY25) and cash closing condition.
Acquired subsidiaries exclude Unisun (60% stake) and AEG JD 02; assumed €850K convertible note from Alternus FundCo.
New board and officers: Vincent Browne CEO, Joseph Duey CFO, and eight directors named.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Alternus Clean Energy, Inc.: Third Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State (effective 2023-12-22).

Change: charter amendment
Effective: 2023-12-22

Exact text from the filing

on December 22, 2023, the Company filed the Charter with the Secretary of State of the State of Delaware.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Alternus Clean Energy, Inc.: Company ceased to be a shell company upon closing of business combination.

Change: shell status

Exact text from the filing

Upon the Closing, the Company ceased to be a shell company.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Alternus Clean Energy, Inc. amended Amended and Restated Business Combination Agreement with AEG and Sponsor valued at Amends initial business combination agreement: increases shares to seller by 30 million, removes ear (effective 2023-12-22).

Action: amendment
Agreement: merger
Counterparty: AEG and Sponsor
Value: Amends initial business combination agreement: increases shares to seller by 30 million, removes ear
Effective: 2023-12-22

Exact text from the filing

On December 22, 2023, CLIN entered into that certain Amended and Restated Business Combination Agreement with AEG and Sponsor.

View on SEC.gov

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Alternus Clean Energy, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-128865

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