Capstone Energy Plus, Inc S-3, filed Jul 7, 2026

Capstone Energy Plus, Inc. (CEPL)

S-3 2026-07-07

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Added on October 26, 2026

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	Delaware			20-1514270
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐			Non-accelerated filer ☒			Smaller reporting company ☒
										Emerging growth company ☐

	About This Prospectus					1
	Where You Can Find Additional Information					3
	Incorporation of Certain Information by Reference					4
	Forward-Looking Statements					4
	Summary					6
	Overview					7
	Risk Factors					9
	Use of Proceeds					10
	The Securities We May Offer					11
	Description of Capital Stock					11
	Transfer Agent and Registrar					20
	Listing					21
	Description of Debt Securities					22
	Description of Warrants					29
	Description of Units					31
	Forms of Securities					33
	Dilution					35
	Plan of Distribution					35
	Certain Income Tax Considerations					38
	Legal Matters					38
	Experts					38

SEC registration fee	$	69,050
Printing expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent or trustee fees		*
Listing fees		*
Miscellaneous expenses		*
Total	$	69,050

	Exhibit Number			Description
	1.1			Form of Underwriting Agreement*
	2.1			Joint Prepackaged Chapter 11 Plan of Reorganization of Capstone Green Energy Corporation and its Debtor Affiliates (incorporated by reference to Exhibit A of Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement; (II) Confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of Capstone Green Energy Corporation and Its Debtor Affiliates; and (III) Granting Related Relief, dated November 14, 2023)(b)
	2.2			Plan Supplement to Joint Prepackaged Chapter 11 Plan of Reorganization of Capstone Green Energy Corporation and its Debtor Affiliates, dated as of October 24, 2023(a)
	2.3			Notice of Filing of Additional Exhibits to Plan Supplement, dated as of November 9, 2023(b)
	2.4			Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement; (II) Confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of Capstone Green Energy Corporation and Its Debtor Affiliates; and (III) Granting Related Relief, dated November 14, 2023(b)
	2.5			Equity Purchase Agreement, dated August 13, 2025, by and among Capstone Green Energy LLC, Cal Micro Holdco, Inc., and the other parties thereto(g)
	4.1			Exit Note Purchase Agreement, dated December 7, 2023, by and among Capstone Green Energy LLC, Capstone Green Energy Holdings, Inc., Capstone Financial Services, Broad Street Credit Holdings LLC, as Purchaser, and Goldman Sachs Specialty Lending Group, L.P., as Collateral Agent(c)
	4.2			First Amendment to Note Purchase Agreement, dated as of June 28, 2024, by and among Capstone Green Energy Holdings, Inc., Capstone Green Energy LLC, Capstone Turbine Financial Services, LLC, Goldman Sachs Specialty Lending Group, L.P. and the Purchaser party thereto(d)
	4.3			Third Amendment to Note Purchase Agreement, dated as of March 29, 2026, by and among Capstone Green Energy Holdings, Inc., Capstone Green Energy LLC, Capstone Turbine Financial Services, LLC, Goldman Sachs Specialty Lending Group, L.P. and the purchaser party thereto(e)
	4.4			Consent and Second Amendment to Note Purchase Agreement, dated as of August 13, 2025, by and among Capstone Green Energy Holdings, Inc., Capstone Green Energy LLC, Capstone Turbine Financial Services, LLC, Goldman Sachs Specialty Lending Group, L.P. and the Purchaser party thereto(g)
	4.5			Form of 2025 Pre-Funded Warrant(f)
	4.6			Form of 2026 Pre-Funded Warrant(e)
	4.7			Form of Senior Indenture**
	4.8			Form of Subordinated Indenture**
	4.9			Form of Debt Warrant Agreement, including form of Debt Warrant Certificate*
	4.10			Form of Preferred Stock Warrant Agreement, including form of Preferred Stock Warrant Certificate*
	4.11			Form of Common Stock Warrant Agreement, including form of Common Stock Warrant Certificate*
	4.12			Form of Unit Agreement, including form of Unit*
	5.1			Opinion of Katten Muchin Rosenman LLP**
	23.1			Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm**
	23.2			Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1)
	24.1			Powers of Attorney of directors of Capstone Energy+, Inc. (included on signature page)

	Exhibit Number			Description
	25.1(2)			Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939***
	25.2(2)			Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939***
	107			Filing Fee Table**

Signature	Title	Date
/s/ Vincent J. Canino Vincent J. Canino	President, Chief Executive Officer and Director (Principal Executive Officer)	July 7, 2026
/s/ John P. Miller John P. Miller	Interim Chief Financial Officer and Director (Principal Financial Officer)	July 7, 2026
/s/ Candice Graves Candice Graves	Chief Accounting Officer (Principal Accounting Officer)	July 7, 2026
/s/ Robert F. Powelson Robert F. Powelson	Interim Chair of the Board of Directors	July 7, 2026
/s/ Ping Fu Ping Fu	Director	July 7, 2026
/s/ Denise Wilson Denise Wilson	Director	July 7, 2026

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.01 Definitions	1
Section 1.02 Other Definitions	5
Section 1.03 Incorporation by Reference of Trust Indenture Act	5
Section 1.04 Rules of Construction	5
ARTICLE II THE SECURITIES	6
Section 2.01 Issuable in Series	6
Section 2.02 Establishment of Terms of Series of Securities	6
Section 2.03 Execution and Authentication	8
Section 2.04 Registrar and Paying Agent	9
Section 2.05 Paying Agent to Hold Money in Trust	9
Section 2.06 Holder Lists	10
Section 2.07 Transfer and Exchange	10
Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities	10
Section 2.09 Outstanding Securities	11
Section 2.10 Treasury Securities	11
Section 2.11 Temporary Securities	11
Section 2.12 Cancellation	12
Section 2.13 Defaulted Interest	12
Section 2.14 Global Securities	12
Section 2.15 CUSIP Numbers	13
ARTICLE III REDEMPTION	14
Section 3.01 Notice to Trustee	14
Section 3.02 Selection of Securities to be Redeemed	14
Section 3.03 Notice of Redemption	14
Section 3.04 Effect of Notice of Redemption	15
Section 3.05 Deposit of Redemption Price	15
Section 3.06 Securities Redeemed in Part	15
ARTICLE IV COVENANTS	15
Section 4.01 Payment of Principal and Interest	15
Section 4.02 SEC Reports	15
Section 4.03 Compliance Certificate	15
Section 4.04 Stay, Extension and Usury Laws	16
Section 4.05 Maintenance of Office or Agency	16
ARTICLE V SUCCESSORS	16
Section 5.01 When Company May Merge, Etc.	16
Section 5.02 Successor Person Substituted	17
ARTICLE VI DEFAULTS AND REMEDIES	17
Section 6.01 Events of Default	17
Section 6.02 Acceleration of Maturity; Rescission and Annulment	18
Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	19
Section 6.04 Trustee May File Proofs of Claim	19
Section 6.05 Trustee May Enforce Claims Without Possession of Securities	20

Section 6.06 Application of Money Collected	20
Section 6.07 Section 6.0 Limitation on Suits	20
Section 6.08 Unconditional Right of Holders to Receive Principal and Interest	21
Section 6.09 Restoration of Rights and Remedies	21
Section 6.10 Rights and Remedies Cumulative	21
Section 6.11 Delay or Omission Not Waiver	21
Section 6.12 Control by Holders	22
Section 6.13 Waiver of Past Defaults	22
Section 6.14 Undertaking for Costs	22
Section 6.15 Waiver of Stay or Extension Laws	22
ARTICLE VII TRUSTEE	23
Section 7.01 Duties of Trustee	23
Section 7.02 Rights of Trustee	24
Section 7.03 Individual Rights of Trustee	25
Section 7.04 Trustee’s Disclaimer	26
Section 7.05 Notice of Defaults	26
Section 7.06 Reports by Trustee to Holders	26
Section 7.07 Compensation and Indemnity	26
Section 7.08 Replacement of Trustee	27
Section 7.09 Successor Trustee by Merger, etc.	28
Section 7.10 Eligibility; Disqualification	28
Section 7.11 Preferential Collection of Claims Against Company	28
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	28
Section 8.01 Satisfaction and Discharge of Indenture	28
Section 8.02 Application of Trust Funds; Indemnification	29
Section 8.03 Legal Defeasance of Securities of any Series	30
Section 8.04 Covenant Defeasance	31
Section 8.05 Repayment to Company	33
Section 8.06 Reinstatement	33
ARTICLE IX AMENDMENTS AND WAIVERS	33
Section 9.01 Without Consent of Holders	33
Section 9.02 With Consent of Holders	34
Section 9.03 Limitations	35
Section 9.04 Compliance with Trust Indenture Act	35
Section 9.05 Revocation and Effect of Consents	35
Section 9.06 Notation on or Exchange of Securities	35
Section 9.07 Trustee Protected	36
ARTICLE X MISCELLANEOUS	36
Section 10.01 Trust Indenture Act Controls	36
Section 10.02 Notices	36
Section 10.03 Communication by Holders with Other Holders	37
Section 10.04 Certificate and Opinion as to Conditions Precedent	37
Section 10.05 Statements Required in Certificate or Opinion	37
Section 10.06 Rules by Trustee and Agents	38
Section 10.07 Legal Holidays	38
Section 10.08 No Recourse Against Others	38

Section 10.09 Counterparts	38
Section 10.10 Governing Laws	38
Section 10.11 No Adverse Interpretation of Other Agreements	38
Section 10.12 Successors	38
Section 10.13 Severability	38
Section 10.14 Table of Contents, Headings, Etc.	39
Section 10.15 Securities in a Foreign Currency	39
Section 10.16 Judgment Currency	39
Section 10.17 U.S.A. Patriot Act	40
Section 10.18 Waiver of Jury Trial	40
ARTICLE XI SINKING FUNDS	40
Section 11.01 Applicability of Article	40
Section 11.02 Satisfaction of Sinking Fund Payments with Securities	40
Section 11.03 Redemption of Securities for Sinking Fund	41
ARTICLE XII SUBORDINATION OF SECURITIES	42
Section 12.01 Agreement of Subordination	42
Section 12.02 Payments to Holders	42
Section 12.03 Subrogation of Securities	44
Section 12.04 Authorization by Holders	45
Section 12.05 Notice to Trustee	45
Section 12.06 Trustee’s Relation to Senior Indebtedness	46
Section 12.07 No Impairment of Subordination	46
Section 12.08 Rights of Trustee	46
Section 12.09 Article Applicable to Paying Agents	46

Section 310 (a)(1)		7.10
(a)(2)		7.10
(a)(3)		NOT APPLICABLE
(a)(4)		NOT APPLICABLE
(a)(5)		7.10
(b)		7.10
Section 311 (a)		7.11
(b)		7.11
(c)		NOT APPLICABLE
Section 312 (a)		2.06
(b)		10.03
(c)		10.03
Section 313 (a)		7.06
(b)(1)		7.06
(b)(2)		7.06
(c)(1)		7.06
(d)		7.06
Section 314 (a)		4.02, 10.05
(b)		NOT APPLICABLE
(c)(1)		10.04
(c)(2)		10.04
(c)(3)		NOT APPLICABLE
(d)		NOT APPLICABLE
(e)		10.05
(f)		NOT APPLICABLE
Section 315 (a)		7.01
(b)		7.05
(c)		7.01
(d)		7.01
(e)		6.14
Section 316 (a)		2.10
(a)(1)(a)		6.12
(a)(1)(b)		6.13
(b)		6.08
Section 317 (a)(1)		6.03
(a)(2)		6.04
(b)		2.05
Section 318 (a)		10.01

TERM	DEFINED IN SECTION
Bankruptcy Law	6.01
Custodian	6.01
Event of Default	6.01
Judgment Currency	10.16
Legal Holiday	10.07
mandatory sinking fund payment	11.01
Market Exchange Rate	10.15
New York Banking Day	10.16
optional sinking fund payment	11.01
Paying Agent	2.04
Registrar	2.04
Required Currency	10.16
Service Agent	2.04
successor person	5.01

	CAPSTONE ENERGY+, INC.

	By:
	Name:
	Title:

	[___________________________________],
	as Trustee

	By:
	Name:
	Title:

TERM	DEFINED IN SECTION
Bankruptcy Law	6.01
Custodian	6.01
Event of Default	6.01
Judgment Currency	10.16
Legal Holiday	10.07
mandatory sinking fund payment	11.01
Market Exchange Rate	10.15
New York Banking Day	10.16
optional sinking fund payment	11.01
Paying Agent	2.04
Registrar	2.04
Required Currency	10.16
Service Agent	2.04
successor person	5.01

	Very truly yours,

	/s/ Katten Muchin Rosenman LLP

	KATTEN MUCHIN ROSENMAN LLP