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): December 11, 2024

ALTERNUS CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

(212) 739-0727

(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):

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

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 1.01. Entry into a Material Definitive Agreement.

On December 11, 2024, BESS LLC, a Delaware limited liability company and wholly owned subsidiary of Alternus Clean Energy, Inc. (the “Company”), entered into an asset purchase agreement (the “APA”) with LiiON LLC (“LiiON”) a U.S.-based expert in advanced energy storage solutions, and closed the acquisition of certain assets of LiiON, including its customer base, service agreements and intellectual property.

As consideration, the Company paid a total consideration of $5 million in the form of debt and equity. Under the said definitive agreements, the total consideration was in the form of a note payable and common stock, whereby: (i) BESS issued a $2 million non-convertible loan note, payable over three years to LiiON, (ii) the Company issued 250,000 restricted shares of common stock of the Company, reflecting an underlying share price of $12.00 per common stock, and (iii) BESS entered into an exclusive consulting agreement for LiiOn’s services. The compensation provided herein may be adjusted on the two-year anniversary of the closing of the said transaction, based upon any agreed upon performance criteria. The Company believes that closing of this acquisition will immediately improve Company’s stockholder equity by approximately $3 million, expand its customer base and be accretive to revenues and gross margins.

The foregoing description of the APA and Exclusive Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, the APA, and the Consulting Agreement, a copy of which is filed as Exhibit 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which is incorporated by reference herein in its entirety.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 is hereby incorporated by reference.

Item 7.01 Regulation FD Disclosure.

On December 12, 2024, the Company issued a press release announcing the closing of the acquisition described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.

Forward Looking Statements

All statements contained in this Current Report on Form 8-K other than statements of historical facts, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should not be relied upon as representing the Company’s assessments of any date after the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

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