Form 8-K/A date of report 09-30-25 true 0001883984 0001883984 2025-09-30 2025-09-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(AMENDMENT No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 30, 2025

 

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. ☐

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Current Report on Form 8-K/A (this “Form 8-K/A”) is being filed by Alternus Clean Energy, Inc. (the “Company”) for the purpose of amending and supplementing Item 9.01 of that certain Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 6, 2025 (the “Prior Form 8-K”), in which the Company announced that on September 30, 2025 (the “Effective Date”), the Company entered into a Stock Purchase Agreement ("SPA") and Joint Venture Operating Agreement ("JVOA") with Hover.

 

The text of the Prior Form 8-K is incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Prior Form 8-K.

 

The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and EverOn would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.

 

Item 9.01. Financial Statements and Exhibits.

 

Pro forma financial information.

 

The unaudited pro forma condensed combined financial information giving effect to the Company’s acquisition of EverOn as of September 30, 2025. The unaudited pro forma condensed combined statements of operations for the Company and EverOn for the years ended December 31, 2024 and December 31, 2025, together with the notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

 

 

(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.