ALCE 10-K/A
Aedis Energy Inc. (ALCE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment Number One
(Mark One)
For the Fiscal Year Ended
Or
For the transition period from _____ to _____
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Registrant’s telephone number, including area code: (212) 739-0727
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.
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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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).
Yes:
The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2025, based on the closing price of $6.40 for shares of the Registrant’s common stock as reported by The OTC Market, was approximately $
The number of shares outstanding of the Registrant’s common stock, par value $0.0001 per share, on June 12, 2026 was
Documents Incorporated by Reference
None
EXPLANATORY NOTE
Alternus Clean Energy, Inc. is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on June 15, 2026 (the "Original Filing"), solely to correct an inadvertent administrative error contained on page 39 in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Consolidated Results of Operations table.
The correction does not affect the Company's previously reported financial statements, results of operations, cash flows, stockholders' equity, or any conclusions regarding disclosure controls and procedures or internal control over financial reporting.
Except as specifically described in this Explanatory Note, no other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the filing date of the Original Filing and does not modify or update any disclosures contained therein. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's other filings with the SEC subsequent to the filing of the Original Filing.
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Comprehensive income/(loss): |
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Net income/(loss) |
$ | (8,126 | ) | $ | 21,078 | |||
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Foreign currency translation adjustment |
206 | 245 | ||||||
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Comprehensive income/(loss) |
(7,100 | ) | 21,323 | |||||
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Comprehensive income/(loss) attributable to noncontrolling interest |
(820 | ) | - | |||||
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Comprehensive income/(loss) attributable to Alternus |
(6,280 | ) | - |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(b) Exhibits
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Exhibit No. |
Description |
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31.1*** |
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31.2*** |
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32.1*** |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Furnished herewith |
ALTERNUS CLEAN ENERGY, INC.
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, Alternus Clean Energy, Inc. has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 15th day of June 2026.
By: /s/ Vincent Browne
Chair of the Board of Directors