UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment Number One

 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2025

 

Or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File Number: 001-41306

 

 

ALTERNUS CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		87-1431377
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

17 State Street, Suite 4000, New York, NY 10004

(212) 739-0727

(Address of principal executive offices) (Zip Code)

 

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: 

 

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ALCE		OTC Market
Warrants, each whole warrant exercisable for one share of Common Stock		ACLEW		OTC Market

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐    No ☒

 

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 ☐    No ☒

 

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  ☐   No ☒ 

 

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 ☐   No ☒ 

 

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.

 

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
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. ☐

 

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: ☐    No: ☒

 

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 $1.65 million. Shares of common stock beneficially owned by each executive officer and director have been excluded in that such persons may be deemed to be affiliates.

 

The number of shares outstanding of the Registrant’s common stock, par value $0.0001 per share, on June 12, 2026 was 724,658.

 

 

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.

 

Comprehensive income/(loss):
Net income/(loss)		$	(8,126	)		$	21,078
Foreign currency translation adjustment			206				245
Comprehensive income/(loss)			(7,100	)			21,323
Comprehensive income/(loss) attributable to noncontrolling interest			(820	)			-
Comprehensive income/(loss) attributable to Alternus			(6,280	)			-