ALTNF / Alternus Energy Group Plc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Alternus Clean Energy, Inc. Announces 1-for-200 Reverse Stock Split

Exhibit 99.1 Alternus Clean Energy, Inc. Announces 1-for-200 Reverse Stock Split New York, September 3 2025 – Alternus Clean Energy, Inc. (OTCQB: ALCE, ACLEW) (“the Company,” “Alternus” or “ALCE”), a transatlantic clean energy provider, today announced that it will effect a 1-for-200 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 a.m. Eastern Time o

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): September 3, 2025 ALTERNUS CLEAN

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): September 3, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION ALTERNUS CLEAN ENERGY, INC.

Exhibit 3.1 ANNEX A CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ALTERNUS CLEAN ENERGY, INC. Altemus Clean Energy, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Third Amended &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: 6/30/2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: n/a Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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): July 10, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commissi

Form of Note issued by the Registrant to the Investor dated June 6, 2025

Exhibit 4.6 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. ALTERNUS CLEAN ENERGY, INC. PROMISSOR

Note Purchase Agreement by and among the Registrant and Investor dated June 6, 2025

Exhibit 10.10 NOTE PURCHASE AGREEMENT This Note Purchase Agreement dated as of June 6, 2025 (this “Agreement”), is entered into by and among Alternus Clean Energy, Inc. (the “Company”), and the entity listed on the schedule of investors attached hereto as Schedule I (the “Investor”). RECITALS A. The Company has authorized the sale and issuance of certain promissory notes pursuant to this Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 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 C

Subsidiaries List

Exhibit 21.1 Subsidiary Principal Activity Date Acquired/Established ALTN Ownership Country of Operations Alternus Europe Limited f/k/a AEG JD 03 Limited Holding Company March 21, 2022 Alternus Lux 01 S.a.r.l. Ireland AEG MH 04 Limited Holding Company January 16, 2024 Alternus Lux 01 S.a.r.l. Ireland Alternus LUX 01 S.a.r.l. Holding Company October 5, 2022 Alternus Clean Energy, Inc. Luxembourg AL

Alternus Clean Energy, Inc. Description of Securities

Exhibit 4.2 ALTERNUS CELAN ENERGY, INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The Company’s Third Amended and Restated Certificate of Incorporation (the “Company Charter”) authorizes the issuance of 601,000,000 shares, consisting of 600,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of June 5, 2025, there are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2024 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

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): May 7, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement ALTERNUS CLEAN ENERGY, INC. (Na

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 28, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Rescission and Release Agreement dated May 1, 2025 by and between the Company and LiiON, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on May 2, 2025)

Exhibit 10.3 RESCISSION AND RELEASE AGREEMENT This Settlement Agreement (“Agreement”) is entered into and effective this 1st day of May, 2025 (“Effective Date”) by and between LIION, LLC (“LiiON”), BESS LLC (“Bess”), ASSURE POWER, LLC (“Assure”) and ALTERNUS CLEAN ENERGY, INC. (“Alternus”). LiiON, Bess, Assure and Alternus may be referred to collectively herein as the “Parties”. WHEREAS, on Decemb

Form of Note. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on May 2, 2025)

Exhibit 4.1 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS. ALTERNUS CLEAN ENERGY, INC. PROMISSOR

Settlement Agreement and Stipulation dated April 28, 2025 by and between the Company and Southern Point Capital Corporation (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on May 2, 2025)

Exhibit 10.5 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of April 28 , 2025 (the “Settlement Date”) by and between Alternus Clean Energy, Inc. (“ALCE” or the “Company”), a corporation formed under the laws of the State of Delaware, and Southern Point Capital Corporation, (“SPC”), a Delaware Corporation. BACKGROUND: WHEREAS, there are bona fide outstan

Form of Note Purchase Agreement, by and between the Company and the Investor. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on May 2, 2025)

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement dated as of April , 2025 (this “Agreement”), is entered into by and among Alternus Clean Energy, Inc. (the “Company”), and the entity listed on the schedule of investors attached hereto as Schedule I (the “Investor”). RECITALS A. The Company has authorized the sale and issuance of certain promissory notes pursuant to this Agreement.

Consulting Agreement dated May 1, 2025 by and between the Company and Assure Power LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on May 2, 2025)

Exhibit 10.4 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of May 1, 2025 (the “Effective Date”), by and between Alternus Clean Energy, Inc., a Delaware limited liability company (the “Company”), and Assure Power, LLC, a Wyoming limited liability company (“Consultant”). The Company and Consultant are referred to individually as a “Party” and collecti

Form of Private Placement Warrant. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on May 2, 2025)

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT TO PURCHASE COMMON STOCK NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRE

Letter Agreement by and between the Company and the Investor. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on May 2, 2025)

Exhibit 10.2 April 28, 2025 3i, LP 2 Wooster Street, 2nd Floor New York, NY 10013 Re: Letter Agreement Dear Sirs: Reference is made to the Senior Convertible Note issued April 19, 2024 (the “April Note”) and the Senior Convertible Note issued October 1, 2024 (the “October Note”), by Alternus Clean Energy, Inc. (the “Company”) to 3i, LP (the “Holder”), collectively (the “Notes”) pursuant to the Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement ALTERNUS CLEAN ENERGY, INC. (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement ALTERNUS CLEAN ENERGY, INC. (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement ALTERNUS CLEAN ENERGY, INC. (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒Form 10-K ☐Form 20-F ☐Form 11-K ☐Form 10-Q ☐Form N-SAR ☐Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒Form 10-K ☐Form 20-F ☐Form 11-K ☐Form 10-Q ☐Form N-SAR ☐Form N-CSR For Period Ended: 12/31/2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Amended And Restated Certificate of Designation of Rights, Preferences and Privileges of Series A Super Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on March 27, 2025)

Exhibit 3.1 2 3

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): March 21, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

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): March 10, 2025 ALTERNUS CLEAN ENE

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): March 10, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Certificate of Designation of Series A Super Voting Preferred Stock

Exhibit 3.1 CERTIFICATE OF DESIGNATION of the PREFERENCES, RIGHTS, LIMITATIONS, QUALIFICATIONS AND RESTRICTIONS of the SERIES A SUPER VOTING PREFERRED STOCK of ALTERNUS CLEAN ENERGY, INC. Alternus Clean Energy, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”) by its Articles of

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): February 14, 2025 ALTERNUS CLEAN

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): February 14, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

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): February 10, 2025 ALTERNUS CLEAN

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): February 10, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement ALTERNUS CLEAN ENERGY, INC. (Na

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

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): January 30, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of incorporation) (Commissio

Current Report

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): January 28, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

As filed with the U.S. Securities and Exchange Commission on January 27, 2025

As filed with the U.S. Securities and Exchange Commission on January 27, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of Incorporation or Organi

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alternus Clean Energy, Inc.

Form of Placement Agent Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on January 24, 2025)

Exhibit 10.3 LOCK-UP AGREEMENT January [●], 2025 Re: Securities Purchase Agreement, dated as of January [●], 2025 (the “Purchase Agreement”), between Alternus Clean Energy, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) sha

Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on January 24, 2025)

Exhibit 10.4 January 21, 2025 Mr. Vincent Browne Chief Executive Officer Alternus Clean Energy, Inc. 17 State Street, Suite 4000 New York, NY 10004 Dear Mr. Browne: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Alternus Clean Energy, Inc., a Delaware corporation, (the “Company”), that Maxim shall serve as the exclusive placem

Alternus Clean Energy Announces Pricing of $2.25 Million Private Placement

Exhibit 99.1 Alternus Clean Energy Announces Pricing of $2.25 Million Private Placement New York, NY, January 22, 2025 –Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“ALCE”, “Alternus” or the “Company”) a renewable energy company, today announced the pricing of an approximately $2.25 million private placement round pursuant to the terms of a securities purchase agreement, dated January 21, 2025, wit

Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on January 24, 2025)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 21, 2025, between Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities P

Alternus Clean Energy Announces Closing of $2.25 Million Private Placement

Exhibit 99.2 Alternus Clean Energy Announces Closing of $2.25 Million Private Placement New York, NY, January 24, 2025 –Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“ALCE”, “Alternus” or the “Company”) a renewable energy company, today announced the closing of its previously announced private placement of $2.25 million pursuant to the terms of a securities purchase agreement, dated January 21, 2025

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 21, 2025 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of incorporation) (Commissio

Form of Securities Purchase Agreement. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.001-41306), filed with the Securities and Exchange Commission on January 24, 2025)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2025, between Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the t

Form of Note, dated January 21, 2025

Exhibit 4.1 [FORM OF NOTE] THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURS

Mutual Termination Agreement, dated December 31, 2024, by and between the Company and Seller (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on January 7, 2025)

Exhibit 10.1 MUTUAL TERMINATION AGREEMENT THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of December 31, 2024 (the “Effective Date”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), (iv) Alternus Clean

Form of Promissory Note, dated December 31, 2024

Exhibit 10.2 PROMISSORY NOTE $500,000 December 31, 2024 For value received, the undersigned, Alternus Clean Energy, Inc., a Delaware corporation formerly known as Clean Earth Acquisitions Corp. (the “Maker”), promises to pay to Meteora Capital, LLC (or its permitted designee) (the “Holder”), the principal sum of Five Hundred Thousand Dollars ($500,000), together with accrued interest from the date

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 31, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

Alternus Clean Energy, Inc. 360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina December 17, 2024

Alternus Clean Energy, Inc. 360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina December 17, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Cheryl Brown Re: Alternus Clean Energy, Inc. Registration Statement on Form S-1, as amended File No. 333-283575 Ladies and Gentlemen: Pursuant to

As filed with the U.S. Securities and Exchange Commission on December 16, 2024

As filed with the U.S. Securities and Exchange Commission on December 16, 2024 Registration No. 333-283575 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction

Asset Purchase Agreement, by and among BESS LLC and LiiON LLC dated December 11, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 12, 2024)

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between BESS LLC (“ACQUIROR”) and LiiON LLC (“LiiON”) DATED DECEMBER 11, 2024 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of December 11, 2024, is made and entered into by and between BESS LLC, a Delaware company (“Acquiror”) and a wholly owned subsidiary of Alternus Clean Energy, Inc. (“Parent”), and LiiON LLC, a private company li

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

Alternus Clean Energy Completes Acquisition of LiiON, a Leading US-Based Provider of Advanced Energy Storage Solutions LiiON brings major clients like Amazon, Walmart, and NASA Completed acquisition is a significant step in Alternus’ transition to be

Exhibit 99.1 Alternus Clean Energy Completes Acquisition of LiiON, a Leading US-Based Provider of Advanced Energy Storage Solutions LiiON brings major clients like Amazon, Walmart, and NASA Completed acquisition is a significant step in Alternus’ transition to become a more comprehensive clean energy provider New York, NY, December 12, 2024 – Alternus Clean Energy, Inc. (“Alternus”, Nasdaq: ALCE),

Promissory Note, dated December 11, 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 12, 2024)

Exhibit 4.1 BESS LLC PROMISSORY NOTE Issue Date: December 11, 2024 Principal Amount: US$ 2,000,000 Maturity Date: December 31, 2027 FOR VALUE RECEIVED, BESS LLC, a Delaware corporation (the “Company”), promises to repay to the order of LiiON LLC, a Nevada limited liability company (the “Payee”), at the office of the Payee or at such other place as Payee may designate in writing, the principal sum

Exclusive Consulting Agreement Form (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 12, 2024)

Exhibit 10.2 BESS LLC EXCLUSIVE CONSULTING AGREEMENT This EXCLUSIVE Consulting Agreement (this “Agreement”) is made and entered into as of December 11, 2024 (the “Effective Date”), by and between BESS LLC, a Delaware limited liability company (the “Company”), and ASSURE POWER, LLC, a Wyoming limited liability company (“Consultant”). The Company and Consultant are referred to individually as a “Par

20% Original Issue Discount Unsecured Convertible Promissory Note issued by Alternus Clean Energy, Inc., dated December 4, 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 10, 2024)

Exhibit 4.1 APPENDIX A THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

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 4, 2024 ALTERNUS CLEAN E

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 4, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

Form of Placement Agent Warrant with respect to 20% Origin Original Issue Discount Unsecured Convertible Promissory Note issued by Alternus Clean Energy, Inc., dated December 4, 2024 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 10, 2024)

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT TO PURCHASE COMMON STOCK NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRE

Form of Note Purchase Agreement, dated December 4, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 10, 2024)

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is dated as of December 4, 2024 between Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Investor”. WHEREAS, the Investor wishes to purchase from the Company, and the Company wishes to issue an

As filed with the U.S. Securities and Exchange Commission on December 3, 2024

As filed with the U.S. Securities and Exchange Commission on December 3, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of Incorporation or Organi

Voluntary Adjustment Notice, dated December 2, 2024, by and between the Company and the Investor.

Exhibit 10.22 November , 2024 3i, LP 2 Wooster Street, 2nd Floor New York, NY 10013 Re: Voluntary Adjustment Notice Dear Sirs: Reference is made to (a) that certain Securities Purchase Agreement dated as of April 19, 2024 (the “April SPA”) between the Company and the purchaser identified therein, which is the same as the address listed above (the “Investor”), (b) a Senior Convertible Note the Comp

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alternus Clean Energy, Inc.

Subsidiaries List

Exhibit 21.1 Subsidiary Principal Place of Business AEG MH 02 Limited Ireland AEG MH 04 Limited Ireland Alternus Europe Limited f/k/a AEG JD 03 Limited Ireland AED Italia-01 S.r.l. Italy AED Italia-02 S.r.l. Italy AED Italia-03 S.r.l. Italy AED Italia-04 S.r.l. Italy AED Italia-05 S.r.l. Italy AED Italia-06 S.r.l. Italy AED Italia-07 S.r.l. Italy AED Italia-08 S.r.l. Italy PC-Italia-01 S.r.l. Ital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement ALTERNUS CLEAN ENERGY, INC. (Na

Alternus Clean Energy Announces Binding Terms for Acquisition of Leading storage and solution provider LiiON, LLC Acquisition will bring proven pedigree and expertise in battery storage capabilities utility segment and support push into Microgrids

Exhibit 99.1 Alternus Clean Energy Announces Binding Terms for Acquisition of Leading storage and solution provider LiiON, LLC Acquisition will bring proven pedigree and expertise in battery storage capabilities utility segment and support push into Microgrids New York, NY, November 25, 2024 – Alternus Clean Energy, Inc. (“Alternus”, Nasdaq: ALCE), a growing international renewable energy provider

Binding Heads of Terms for LiiON LLC, dated November 20, 2024

Exhibit 10.1 LiiON LLC For the Attention of: Gary Gray, Chief Executive Officer November 20, 2024 Subject: Binding Heads of Terms for LiiON LLC Dear Sirs, Alternus Clean Energy, Inc., a publicly listed, utility-scale transatlantic clean energy independent power producer headquartered at 17 State Street, Suite 4000, New York, NY 10004 (“Alternus” or the “Purchaser”), as represented by Mr. Vincent B

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 20, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 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 ALTERN

ALCE / Alternus Clean Energy Inc / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement ALTERNUS CLEAN ENERGY, INC. (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K ☒ Form 10-Q o Form N-SAR oForm N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K ☒ Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2024 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: n/a NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

ALCE / Alternus Clean Energy Inc / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

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): November 5, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

Letter from Forvis Mazars, LLP regarding change in certifying accountant

Exhibit 16.1 November 7, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated November 5, 2024, of Alternus Clean Energy, Inc. and are in agreement with the statements therein concerning Forvis Mazars, LLP. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/

Regulation FD Disclosure

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): November 4, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

Scaling A Clean Energy Power Producer Spartan Investor Conference New York November 4, 2024 Vincent Browne - CEO NASDAQ: ALCE Alternus Clean Energy - Overview High Growth High Returns Low Risk • Massive ‘Total Addressable Market’ as renewable power r

Exhibit 99.1 Scaling A Clean Energy Power Producer Spartan Investor Conference New York November 4, 2024 Vincent Browne - CEO NASDAQ: ALCE Alternus Clean Energy - Overview High Growth High Returns Low Risk • Massive ‘Total Addressable Market’ as renewable power replaces fossil fuels • Solar is lowest cost of new energy • Energy independence and climate drive demand across core target regions • Pro

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Alternus Clean Energy, Inc., dated October 3, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on October 9, 2024.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ALTERNUS CLEAN ENERGY, INC, INC. Alternus Clean Energy, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Third Amended & R

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): October 3, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commis

Alternus Clean Energy, Inc. Announces 1-for-25 Reverse Stock Split as Part of Nasdaq Compliance Plan

Exhibit 99.1 Alternus Clean Energy, Inc. Announces 1-for-25 Reverse Stock Split as Part of Nasdaq Compliance Plan Fort Mill, SC, October 9, 2024, - Alternus Clean Energy Inc. (“Alternus”, Nasdaq ALCE), a leading utility-scale transatlantic, clean energy independent power producer (IPP), today announced that it will effect a 1-for-25 reverse stock split of its common stock. The reverse stock split

Alternus Sheds $100 Million of Debt and Payables, Improves Shareholder Equity Position By Circa $45 Million From Disposal Of Certain Subsidiaries.

Exhibit 99.3 Alternus Sheds $100 Million of Debt and Payables, Improves Shareholder Equity Position By Circa $45 Million From Disposal Of Certain Subsidiaries. Fort Mill, South Carolina, October 8, 2024 –Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus”), announces that on October 3, 2024, by mutual agreement and in furtherance of the Company’s balance sheet improvement activities, Solis Bond

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): October 3, 2024 ALTERNUS CLEAN EN

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): October 3, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commis

Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (“

Exhibit 99.1 Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (“AEG”) and Solis Bond Company DAC (“Solis”), a former indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“ALCE”), a majority owned subsidiary of AEG, on 9 March 2023, 21 March 2023, 27 March 2023, 18 April 2023, 24 April 2023, 16 May 2023, 19 September 2023, 16 October 2023, 1

PO Box 1470 Vika, N-0116 Oslo, Kronprinsesse Märthas Plass 1, Oslo, nordictrustee.com

Exhibit 99.2 Denne meldingen til obligasjonseierne er kun utarbeidet på engelsk. For informasjon på norsk vennligst kontakt Nordic Trustee AS. To the Bondholders in: ISIN: NO 0010914914 – Solis Bond Company Designated Activity Company Senior Secured Green Bond Issue 2021/2024 Oslo, 2024 NOTICE OF A WRITTEN RESOLUTION 1. Introduction Nordic Trustee AS (the “Bond Trustee”) acts as bond trustee for t

Forbearance Agreement, by and between the Company and the Investor. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on October 3, 2024)

Exhibit 10.4 FORBEARANCE AGREEMENT AND CONSENT AND WAIVER This Forbearance Agreement and Consent and Waiver (this “Agreement”) is entered into and made effective as of October 1, 2024 (the “Effective Date”) by and between Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and (the “Investor”). The Company and the Investor may each be referred to individually as a “Party” and coll

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): October 1, 2024 ALTERNUS CLEAN EN

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): October 1, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commis

Form of Securities Purchase Agreement, by and between the Company and the Investor. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on October 3, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 1, 2024 (the “Subscription Date”), is by and among Alternus Clean Energy, Inc., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715 (the “Company”), and each of the investors listed on the Schedule of Buyers attached he

Form of Registration Rights Agreement, by and between the Company and the Investor. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on October 3, 2024)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2024 (the “Agreement Date”), is by and among Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement (as defined below) (collectively, the “Buyers” and, together

Form of Senior Convertible Note. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on October 3, 2024)

Exhibit 4.1 THE ISSUE AND SALE OF THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY AND THE SECURITIES INTO WHICH THI

Form of Placement Agent Warrant. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on October 3, 2024)

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT TO PURCHASE COMMON STOCK NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRE

Form of Voting Agreement. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on October 3, 2024)

Exhibit 10.3 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of October 1, 2024, is by and among Alternus Clean Energy, Inc., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715 (the “Company”), and each Person listed on Schedule A hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”). Exce

Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on September 30, 2024.

Exhibit 10.1 FORM OF ALTERNUS CLEAN ENERGY, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide additional incentive to Employees, Directors and Consultants, and ● to promote the success of the Company’s business. The Plan permits t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders

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): September 26, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Com

Form of Certificate of Amendment: Third Amended and Restated Certificate of Incorporation of the Registrant, amended as of September 30, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on September 30, 2024.)

Exhibit 3.1 FORM OF CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALTERNUS CLEAN ENERGY, INC. Alternus Clean Energy Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), does hereby certify that: 1. This Certificate of Amendment to Third Amended and Restated Certif

Alternus Clean Energy Announces Termination of Membership Interest Purchase and Sales Agreement (MIPSA) for Portfolio of Solar Parks

Exhibit 99.1 Alternus Clean Energy Announces Termination of Membership Interest Purchase and Sales Agreement (MIPSA) for Portfolio of Solar Parks FORT MILL, SC – September 19, 2024— Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus” or the “Company”), a leading utility-scale transatlantic, clean energy independent power producer (IPP), has terminated its MIPSA with C2 Taiyo Fund I, LLP to acqu

Alternus Clean Energy Receives Nasdaq Delisting Notice. Intends to Appeal and Regain Compliance Within Timeframes Allowed

Exhibit 99.2 Alternus Clean Energy Receives Nasdaq Delisting Notice. Intends to Appeal and Regain Compliance Within Timeframes Allowed Fort Mill, SC, September 20, 2024 – Alternus Clean Energy Inc. (“Alternus”, “The Company”, Nasdaq ALCE) received a Delisting Notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) informing the Company that Nasdaq has determined the

Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): September 19, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 27, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commis

Alternus Clean Energy Reports Financial Results for Three and Six Months Ended June 30, 2024 Debt reduced by $80 million(40%) during H1 Additional market focus in microgrids

Exhibit 99.1 Alternus Clean Energy Reports Financial Results for Three and Six Months Ended June 30, 2024 Debt reduced by $80 million(40%) during H1 Additional market focus in microgrids Fort Mill August 27, 2024 - International Renewable Independent Power Producer (IPP) Alternus Clean Energy Inc. (the “Company” or “Alternus”) (NASDAQ: ALCE, OTCPK: ACLEW) recently announced its unaudited financial

Three more Wind-Powered Microgrid™ projects ordered for Hawaii Alternus Clean Energy and Partner Hover Energy Accelerating Pace of Installations with Contracts Completed for Additional Units Valued Between $3m- $4m

Exhibit 99.2 Three more Wind-Powered Microgrid™ projects ordered for Hawaii Alternus Clean Energy and Partner Hover Energy Accelerating Pace of Installations with Contracts Completed for Additional Units Valued Between $3m- $4m Fort Mill, SC, August 28, 2024 – Alternus Clean Energy Inc. (“Alternus”, Nasdaq ALCE) is pleased that just ten days after its partner Hover Energy LLC (“Hover”) and Hawaii

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 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 CL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

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): August 16, 2024 ALTERNUS CLEAN EN

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): August 16, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form N-SAR ☐Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form N-SAR ☐Form N-CSR For Period Ended: 6/30/2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N-SAR For the Transition Period Ended: n/a Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Heads of Terms for Joint Business Venture by and between the Company and Hover Energy LLC dated August 7, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306) filed with the Securities and Exchange Commission on August 13, 2024.

Exhibit 10.1 August 7, 2024 Mr. Chris Griffin, Chief Executive Officer, Hover Energy LLC, 3811 Turtle Creek Blvd.,Suite 560 Dallas, TX 75219. ‘Heads of Terms’ for Joint Business Venture Dear Chris, In furtherance of our recent discussions over the past several weeks. this Letter provides the preliminary terms of a joint business venture between Hover Energy LLC and its affiliates (“Hover”) and Alt

Alternus Clean Energy and Hover Energy Announce Exciting New Joint Venture to Deliver Next Generation Microgrid Solutions to Data Centers and Corporate Customers Microgrid Market forecast to reach over $100 Billion by 2032

Exhibit 99.1 Alternus Clean Energy and Hover Energy Announce Exciting New Joint Venture to Deliver Next Generation Microgrid Solutions to Data Centers and Corporate Customers Microgrid Market forecast to reach over $100 Billion by 2032 Fort Mill, SC, August 7, 2024. Alternus Clean Energy [Nasdaq: ALCE](“Alternus”), a transatlantic independent clean energy producer, and Hover Energy (“Hover”), a le

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 7, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Alternus Clean Energy, Inc. Up to 67,782,968 shares of common stock Up to 12,435,000 shares of common stock issuable upon the exercise of Warrants

Filed Pursuant to Rule 424(b)(4) Registration No. 333-276630 Alternus Clean Energy, Inc. Up to 67,782,968 shares of common stock Up to 12,435,000 shares of common stock issuable upon the exercise of Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “selling securityholders”) of up to

Alternus Clean Energy, Inc. 35,575,274 shares of common stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-278994 Alternus Clean Energy, Inc. 35,575,274 shares of common stock This prospectus relates to the offer and sale from time to time by the selling securityholders named herein or any of their permitted transferees (the “selling securityholders”) of up to 35,575,274,shares of our common stock, $0.0001 par value per share (the “common stock”) co

Solis Bond Update

Exhibit 99.1 Solis Bond Update Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) ("AEG") and Solis Bond Company DAC ("Solis"), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) ("Alternus"), a majority owned subsidiary of AEG, on 9 March 2023, 21 March 2023, 27 March 2023, 18 April 2023, 24 April 2023, 16 May 2023, 19 September 2023, 16

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): July 29, 2024 ALTERNUS CLEAN ENER

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): July 29, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commissi

360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina

Alternus Clean Energy, Inc. 360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina July 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Liz Packebusch / Irene Barberena-Meissner Re: Alternus Clean Energy, Inc. Registration Statement on Form S-1, as amended File No. 333-278994 Ladies a

360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina

Alternus Clean Energy, Inc. 360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina July 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Liz Packebusch / Irene Barberena-Meissner Re: Alternus Clean Energy, Inc. Registration Statement on Form S-1, as amended File No. 333-276630 Ladies a

As filed with the U.S. Securities and Exchange Commission on July 26, 2024

As filed with the U.S. Securities and Exchange Commission on July 26, 2024 Registration No. 333-278994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of I

July 19, 2024

July 19, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the U.S. Securities and Exchange Commission on July 19, 2024

As filed with the U.S. Securities and Exchange Commission on July 19, 2024 Registration No. 333-276630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of I

July 19, 2024

July 19, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the U.S. Securities and Exchange Commission on July 19, 2024

As filed with the U.S. Securities and Exchange Commission on July 19, 2024 Registration No. 333-278994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of I

As filed with the U.S. Securities and Exchange Commission on July 1, 2024

As filed with the U.S. Securities and Exchange Commission on July 1, 2024 Registration No. 333-276630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of In

As filed with the U.S. Securities and Exchange Commission on June 28, 2024

As filed with the U.S. Securities and Exchange Commission on June 28, 2024 Registration No. 333-276630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of I

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alternus Clean Energy, Inc.

July 1, 2024

July 1, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the U.S. Securities and Exchange Commission on July 1, 2024

As filed with the U.S. Securities and Exchange Commission on July 1, 2024 Registration No. 333-278994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of In

2

June 28, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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): June 1, 2024 ALTERNUS CLEAN ENERG

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): June 1, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commissio

Letter of Mazars USA LLP to the Securities and Exchange Commission dated June 6, 2024

Exhibit 16.1 June 6, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read the Form 8-K dated June 6, 2024 of Alternus Clean Energy, Inc and are in agreement with the statements therein concerning Mazars USA LLP. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Mazars USA LLP New Yor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 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 C

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): May 15, 2024 ALTERNUS CLEAN ENERG

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): May 15, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: 3/31/2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: n/a Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 6, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commission

As filed with the U.S. Securities and Exchange Commission on May 6, 2024

As filed with the U.S. Securities and Exchange Commission on May 6, 2024 Registration No. 333-276630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of Inco

2

May 6, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Alternus Clean Energy set to Acquire Over 80 MWp of Operating Solar PV across eight states in the US. On completion will be immediately EBITDA accretive

Exhibit 99.1 Alternus Clean Energy set to Acquire Over 80 MWp of Operating Solar PV across eight states in the US. On completion will be immediately EBITDA accretive FORT MILL, SC – May 1, 2024 (GLOBE NEWSWIRE) - Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus” or the “Company”), a leading utility-scale transatlantic, clean energy independent power producer (IPP) today announced the signing

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): May 1, 2024 ALTERNUS CLEAN ENERGY

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): May 1, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commission

Membership Interest Purchase and Sale Agreement by and between the Company and C2 dated April 30, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306) filed with the Securities and Exchange Commission on May 1, 2024.

Exhibit 10.1 Execution Version MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BY AND BETWEEN C2 TAIYO FUND I, LP, as Seller AND ALT US 01 LLC, as Buyer DATED AS OF April 30, 2024 Table of Contents Page Article I CERTAIN DEFINITIONS 1 Section 1.1 Definitions 1 Article II PURCHASE AND SALE 16 Section 2.1 Purchase and Sale of the Interests 16 Section 2.2 Closing of the Transactions 16 Section 2.3 De

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): April 30, 2024 ALTERNUS CLEAN ENE

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): April 30, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Affiliate Solis Bond Company Notice

Exhibit 99.1 Affiliate Solis Bond Company Notice Dublin, April 30 2024 Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (“AEG”) and Solis Bond Company DAC (“Solis”), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus”), a majority owned subsidiary of AEG, on 9 March 2023, 21 March 2023, 27 March 2023, 18 April 2023, 24 April

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alternus Clean Energy, Inc.

As filed with the U.S. Securities and Exchange Commission on April 29, 2024

As filed with the U.S. Securities and Exchange Commission on April 29, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 4931 87-1431377 (State or Other Jurisdiction of Incorporation or Organ

CHANGES TO ITS EXECUTIVE OFFICERS

Exhibit 99.1 CHANGES TO ITS EXECUTIVE OFFICERS Dublin, 25 April 2024 Alternus Energy Group Plc (OSE: ALT) (“AEG”) today announces the resignation of Joseph E. Duey from his position as Chief Financial Officer of AEG and as Chief Financial Officer of its majority owned subsidiary, Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“ALCE”), to be effective as of April 30, 2024. ALCE will be filing a Curren

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): April 25, 2024 ALTERNUS CLEAN ENE

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): April 25, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Alternus Clean Energy, Inc. Announces Closing of $2.16 Million Private Placement of Convertible Notes and Warrants

Exhibit 99.1 Alternus Clean Energy, Inc. Announces Closing of $2.16 Million Private Placement of Convertible Notes and Warrants FORT MILL, S.C., April 22, 2024 (GLOBE NEWSWIRE) - Utility-scale transatlantic clean energy independent power producer Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus” or the “Company”) today announced the closing of an approximately $2.16 million private placement

Form of Placement Agency Agreement by and between the Company and the Placement Agent. (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on April 23, 2024)

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT April 19, 2024 Mr. Vincent Browne Chief Executive Officer Alternus Clean Energy, Inc. 360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina 29715 Dear Mr. Browne: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Alternus Clean Energy, Inc., a Delaware corporation, (the “Company”), th

Form of Private Placement Warrant. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on April 23, 2024)

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT TO PURCHASE COMMON STOCK NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRE

Form of Securities Purchase Agreement, by and between the Company and the Investor. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on April 23, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2024 (the “Subscription Date”), is by and among Alternus Clean Energy, Inc., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715 (the “Company”), and each of the investors listed on the Schedule of Buyers attached her

Form of Placement Agent Warrant. (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on April 23, 2024)

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Senior Convertible Note. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on April 23, 2024)

Exhibit 4.1 THE ISSUE AND SALE OF THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY AND THE SECURITIES INTO WHICH THI

Form of Registration Rights Agreement, by and between the Company and the Investor. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on April 23, 2024)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2024, is by and among Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement (as defined below) (collectively, the “Buyers” and, together with the Company, the “

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 19, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Form of Voting Agreement. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on April 23, 2024)

Exhibit 10.3 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of April 19, 2024, is by and among Alternus Clean Energy, Inc., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715 (the “Company”), and each Person listed on Schedule A hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”). Excep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2023 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

Insider Trading Policy

Exhibit 19.1 Table of Contents Article I. Introduction 1 Article II. Statement Of The Policy 1 Article III. Definitions 2 Article IV. Certain Exceptions 4 Article V. Blackout Period 4 Article VI. Trading Window 5 Article VII. Pre Clearance 5 Article VIII. Prohibited Transactions 6 Article IX. Additional Information For Section 16 Filers 6 Article X. Violations Of Insider Trading Laws 7 Article XI.

Subsidiaries List (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 15, 2024

Exhibit 4.2 ALTERNUS CELAN ENERGY, INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The Company’s Third Amended and Restated Certificate of Incorporation (the “Company Charter”) authorizes the issuance of 151,000,000 shares, consisting of 150,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of April 15, 2024, there ar

Subsidiaries List (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 15, 2024

Exhibit 21.1 Subsidiary Principal Activity Date Acquired/Established ALTN Ownership Country of Operations AEG JD 01 Limited Holding Company 16 March 2022 AEG MH 03 Limited Ireland Alternus Europe Limited f/k/a AEG JD 03 Limited Holding Company 21 March 2022 Alternus Lux 01 S.a.r.l. Ireland AEG MH 01 Limited Holding Company 8 March 2022 Alternus Lux 01 S.a.r.l. Ireland AEG MH 02 Limited Holding Com

Clawback Policy

Exhibit 97.1 ALTERNUS CLEAN ENERGY, INC. CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Alternus Clean Energy, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance wit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: 12/31/2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: n/a Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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): March 20, 2024 ALTERNUS CLEAN ENE

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): March 20, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Update on Bond Waiver and Amendments to the Bond Terms

Exhibit 99.1 Update on Bond Waiver and Amendments to the Bond Terms Dublin, 12 March 2024, Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (the “Company”) and Solis Bond Company DAC (“Solis”), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE), a majority owned subsidiary of the Company, on 9 March 2023, 21 March 2023, 27 March 2023, 1

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): March 12, 2024 ALTERNUS CLEAN ENE

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): March 12, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commiss

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 4, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commissi

SCALING A UTILITY - SCALE TRANSATLANTIC CLEAN ENERGY IPP January 2024

Exhibit 99.1 SCALING A UTILITY - SCALE TRANSATLANTIC CLEAN ENERGY IPP January 2024 Disclaimer Safe Harbor Disclaimer for Forward - Looking Statements This presentation has been prepared by management of Alternus Clean Energy, Inc . (f/k/a/ Clean Earth Acquisition Corp . , and together with its subsidiaries, collectively “Alternus” or the “Company”) and does not constitute a prospectus, and should

Solis Bond Partial Repayment and Update

Exhibit 99.1 Solis Bond Partial Repayment and Update Dublin, 26 February 2024 Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (“AEG”) and Solis Bond Company DAC (“Solis”), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus”), a majority owned subsidiary of AEG, on 9 March 2023, 21 March 2023, 27 March 2023, 18 April 2023, 24

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): February 26, 2024 ALTERNUS CLEAN

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): February 26, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

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): February 21, 2024 ALTERNUS CLEAN

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): February 21, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

Affiliate Closes Sale of Netherlands

Exhibit 99.1 Affiliate Closes Sale of Netherlands Dublin, 21 February 2024 Reference is made to the press release issued by Alternus Energy Group Plc (OSE: ALT) (“AEG” or the “Company”) on 21 November 2023 and the Euronext notices issued on 28 December 2023 and 16 January 2024, regarding the planned sale of its operating solar projects in the Netherlands. The Company is pleased to announce that So

US1844931048 / Clean Earth Acquisitions Corp., Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Clean Earth Acquisitions Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 184493104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

ALCE / Alternus Clean Energy Inc / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alternus Clean Energy, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02157G101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 31, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

Solis Bond Partial Repayment

Exhibit 99.2 Solis Bond Partial Repayment Dublin, 31 January 2024 Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (“AEG”) and Solis Bond Company DAC (“Solis”), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus”), a majority owned subsidiary of AEG, on 9 March 2023, 21 March 2023, 27 March 2023, 18 April 2023, 24 April 2023,

SCALING A UTILITY - SCALE TRANSATLANTIC CLEAN ENERGY IPP January 2024 Disclaimer Safe Harbor Disclaimer for Forward - Looking Statements This presentation has been prepared by management of Alternus Clean Energy, Inc . (f/k/a/ Clean Earth Acquisition

Exhibit 99.1 SCALING A UTILITY - SCALE TRANSATLANTIC CLEAN ENERGY IPP January 2024 Disclaimer Safe Harbor Disclaimer for Forward - Looking Statements This presentation has been prepared by management of Alternus Clean Energy, Inc . (f/k/a/ Clean Earth Acquisition Corp . , and together with its subsidiaries, collectively “Alternus” or the “Company”) and does not constitute a prospectus, and should

Update on Solis Bond Terms

Exhibit 99.1 Update on Solis Bond Terms Dublin, 30 January 2024 Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (“AEG”) and Solis Bond Company DAC (“Solis”), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus”), a majority owned subsidiary of AEG, on 9 March 2023, 21 March 2023, 27 March 2023, 18 April 2023, 24 April 2023, 1

Changes in Registrant's Certifying Accountant

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): January 27, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

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): January 30, 2024 ALTERNUS CLEAN E

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): January 30, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

ALCE / Alternus Clean Energy Inc / Nordic ESG & Impact Fund SCSp - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

ALCE / Alternus Clean Energy Inc / Clean Earth Acquisitions Sponsor LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ALTERNUS CLEAN ENERGY, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 02157G 101 (Cusip Number) Taliesin Durant Chief Legal Officer 360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina Tel: (803) 280-1468 (Nam

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

EX-99.1 2 ea192387ex99-1alternus.htm JOINT FILING AGREEMENT AS REQUIRED BY RULE 13D-1(K)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule

ALCE / Alternus Clean Energy Inc / Alternus Energy Group Plc - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ALTERNUS CLEAN ENERGY, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 02157G 101 (Cusip Number) Taliesin Durant Chief Legal Officer 360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina Tel: (803) 280-1468 (Name, Address and Tel

Final Share Purchase Agreement

Exhibit 10.1 FINAL SHARE TRANSFER AGREEMENT THIS TRANSFER AGREEMENT (“Agreement”) is concluded in Warsaw on 18 January 2024 and made between: THE PARTIES: (1) SOLIS BOND COMPANY DESIGNATED ACTIVITY COMPANY, a private limited company incorporated in Ireland on 16 March 2022 under registration number 679734 with its registered office at Suite 9/10, 212, Blanchardstown Corporate Park 2, Dublin 15, Ir

Preliminary Share Purchase Agreement

Exhibit 10.2 SOLIS BOND COMPANY DESIGNATED ACTIVITY COMPANY LIMITED and DONAU INVESTMENT S.À R.L. PRELIMINARY SHARE PURCHASE AGREEMENT concluded on 22 December 2023 Table of Contents 1. INTERPRETATION 1 2. SALE AND PURCHASE OF SHARES 12 3. PURCHASE PRICE 12 4. LEAKAGE 14 5. CONDITIONS 15 6. COMPLETION 17 7. SELLER’S POST COMPLETION UNDERTAKING 19 8. THE SELLER’S WARRANTIES 21 9. THE BUYER’S REMEDI

Affiliate Sells 88.5MW Polish Operating Assets

Exhibit 99.1 Affiliate Sells 88.5MW Polish Operating Assets Reference is made to the press release issued by Alternus Energy Group Plc (OSE: ALT) (“AEG” or the “Company”) on 27 November 2023 and the update issued on 22 December 2023, regarding the planned sale of its operating solar projects in Poland. AEG and its indirect wholly owned subsidiary, Solis Bond Company DAC (“Solis”), an indirect, who

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): January 19, 2024 ALTERNUS CLEAN E

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): January 19, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

Form of Warrant Certificate that was issued by the Registrant to Clean Earth Acquisitions Sponsor LLC (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276630), filed with the Securities and Exchange Commission on January 19, 2024)

Exhibit 10.12 EXHIBIT A [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Clean Earth Acquisitions Corp. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of w

Subsidiaries List

Exhibit 21.1 Subsidiary Principal Activity Date Acquired/Est. Principal Place of Business Registered Address Alternus Energy Ownership AEG JD 01 Limited Holding Company 16 March 2022 Ireland Suite 9/10, Plaza 212, Blanchardstown Corporate Park 2, Dublin 15, D15 R504, Ireland AEG MH 03 Limited AEG JD 03 Limited Holding Company 21 March 2022 Ireland Suite 9/10, Plaza 212, Blanchardstown Corporate Pa

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alternus Clean Energy, Inc.

As filed with the U.S. Securities and Exchange Commission on January 19, 2024

As filed with the U.S. Securities and Exchange Commission on January 19, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alternus Clean Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-41306 87-1431377 (State or Other Jurisdiction of Incorporation o

Alternus Energy Group plc – Affiliate Signs Definitive Agreement

Exhibit 99.1 Alternus Energy Group plc – Affiliate Signs Definitive Agreement Dublin, 16 January 2024 Reference is made to the press release issued by Alternus Energy Group Plc (OSE: ALT) (“AEG” or the “Company”) on 21 November 2023 and 28 December 2023, regarding the planned sale of its operating solar projects in the Netherlands. The Company is pleased to announce that Solis Bond Company DAC, an

Share Purchase Agreement by and among Solis Bond Designated Activity Company and Theia Investment (Netherlands) 1 B.V. dated January 16, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on January 16, 2024).

Exhibit 10.1 EXECUTION COPY Share Purchase Agreement between SOLIS BOND COMPANY DESIGNATED ACTIVITY COMPANY as Seller and THEIA INVESTMENT (NETHERLANDS) 1 B.V. as Purchaser relating to the sale and purchase of the entire issued share capital of Zonnepark Rilland B.V. Contents 1 Definitions 2 2 Sale, purchase, transfer AND ASSIGNMENT 3 3 Purchase Price 3 4 LEAKAGE 5 5 Loans 6 6 CONDUCT PRIOR TO COM

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): January 16, 2024 ALTERNUS CLEAN E

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): January 16, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

Definitive Settlement Agreement Signed

Exhibit 99.2 Definitive Settlement Agreement Signed Dublin, Ireland – 12 January, 2024 – Utility-scale transatlantic clean energy independent power producer (IPP) Alternus Energy Group Plc (OSE: ALT) (“AEG”) today announces that it and its majority owned subsidiary, Alternus Clean Energy, Inc. (Nasdaq: ALCE) (“Alternus”), entered into a settlement agreement with Nordic ESG and Impact Fund SCSp and

Alternus Clean Energy Retires $10 Million of Convertible Debt --Deleveraging Creates Capacity to Fund Accelerated Growth— --Equity Issued Brings on Strong Strategic Partner—

Exhibit 99.1 Alternus Clean Energy Retires $10 Million of Convertible Debt -Deleveraging Creates Capacity to Fund Accelerated Growth— -Equity Issued Brings on Strong Strategic Partner— Fort Mill, South Carolina, 16 January 2024 – Utility-scale transatlantic clean energy independent power producer (IPP) Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus” or the “Company”) announced today that it

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): January 16, 2024 ALTERNUS CLEAN E

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): January 16, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commi

Share Purchase Agreement by and among Solis Bond Designated Activity Company and Theia Investment (Netherlands) 1 B.V. dated January 16, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on January 16, 2024).

Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (this “Agreement”), dated as of January 11, 2024 (the “Effective Date”), is entered into by and between Nordic ESG and Impact SCSp, a special limited partnership formed under the laws of Luxembourg (“AVG”), AVG Group S.a.r.l., a private limited liability company formed under the laws of Luxembourg and the general partner of AVG (the “Gene

Update on Bond Waiver and Amendments to the Bond Terms

Exhibit 99.1 Update on Bond Waiver and Amendments to the Bond Terms Dublin, 3 January 2024, Reference is made to the updates issued by Alternus Energy Group Plc (OSE: ALT) (the “Company”) and Solis Bond Company DAC (“Solis”), an indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE), a majority owned subsidiary of the Company, on 9 March 2023, 21 March 2023, 27 March 2023,

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 3, 2024 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Commis

Alternus Energy Group plc – Affiliate Sells 10MW Italian Operating Projects

Exhibit 99.1 Alternus Energy Group plc – Affiliate Sells 10MW Italian Operating Projects Dublin, 28 December 2023, International Renewable Independent Power Producer (IPP) Alternus Energy Group Plc (OSE: ALT) (the “Company” or “AEG”) today announces that Solis Bond Company DAC (“Solis”), an indirect, wholly owned subsidiary of Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“ALCE” or “Alternus”), a ma

Share Purchase Agreement by and among Solis Bond Designated Activity Company and Undo S.r.l. dated December 28, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 28, 2023).

Exhibit 10.1 To: Undo S.r.l. Via Cola di Rienzo 28 00192 – Rome Italy Rome, 28 December 2023 Object: Share Purchase Agreement – Acceptance; Dear Sirs, We received your proposal of Share and Purchase Agreement including its agreed schedules, which we hereby reproduce in full duly signed, as our unconditional agreement and acceptance of all terms and conditions contained herein below subject to such

Alternus Energy Group plc – Affiliate Signs Definitive Agreement

Exhibit 99.2 Alternus Energy Group plc – Affiliate Signs Definitive Agreement Dublin, 28 December 2023 Reference is made to the press release issued by Alternus Energy Group Plc (OSE: ALT) (“AEG” or the “Company”) on 21 November 2023, regarding the planned sale of its operating solar projects in the Netherlands. The Company is pleased to announce that AEG JD 02 Limited, an indirect wholly owned su

Share Purchase Agreement by and among Solis Bond Designated Activity Company and Theia Investment (Netherlands) 1 B.V. dated December 28, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 28, 2023.)

Exhibit 10.2 EXECUTION COPY Share Purchase Agreement between AEG JD 02 LIMITED as Seller and THEIA INVESTMENT (NETHERLANDS) 1 B.V. as Purchaser relating to the sale and purchase of the entire issued share capital of Blue Sky Energy I B.V. Contents 1 Definitions 2 2 Sale, purchase, transfer AND ASSIGNMENT 3 3 Purchase Price 3 4 LEAKAGE 5 5 Loans 6 6 CONDUCT PRIOR TO COMPLETION 7 7 CONDITIONs PRECED

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 28, 2023 ALTERNUS CLEAN

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 28, 2023 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

Consulting Services Agreement by and among VestCo Corp and Alternus Energy Americas Inc. dated May 15, 2021 (incorporated by reference to Exhibit 10.13 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.13 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the “Agreement”) is made effective as of May 15, 2021 ("Effective Date"), by and between Altemus Energy Americas Inc., a Delaware corporation ("Company") and VestCo Corp., a Delaware corporation ("VestCo"). The Company and VestCo (collectively "Parties") agree to the following terms and conditions: RECITALS: A.        

Employment Agreement by and among Vincent Browne and AEG JD 03 LTD dated December 22, 2023 (incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.12 Execution Version: Private and Confidential Dated: 22 of December 2023 (1) AEG JD 03 Limited (2) Mr. Vincent Browne Employment Contract (Agreement) 1 Contents 1. Operative Provisions: 3 2. Appointment, Term and Notice 4 3. Duties 4 4. Place of Work 5 5. Hours of Work 5 6. Salary 6 7. Bonus 6 8. Pension and Other Benefits 6 9. Stock based Compensation 8 10. Motor Car 8 11. Expenses 8

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

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 22, 2023 ALTERNUS CLEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of Incorporation) (Comm

Amended and Restated Business Combination Agreement dated December 22, 2023 (incorporated by reference to Exhibit 2.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 2.3 Execution Version AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (originally dated October 12, 2022) Dated December 18, 2023 by and among CLEAN EARTH ACQUISITIONS CORP., ALTERNUS ENERGY GROUP PLC and CLEAN EARTH ACQUISITIONS SPONSOR, LLC in its capacity as the Purchaser Representative and solely for purposes of Sections 8.06 and 9.02 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS   

Alternus Energy Group Plc Completes Business Combination with Clean Earth Acquisitions Corp. · Alternus Energy Group becomes majority shareholder in Alternus Clean Energy Inc. · Commences trading on NASDAQ under the ticker “ALCE”

Exhibit 99.4 Alternus Energy Group Plc Completes Business Combination with Clean Earth Acquisitions Corp. · Alternus Energy Group becomes majority shareholder in Alternus Clean Energy Inc. · Commences trading on NASDAQ under the ticker “ALCE” Dublin Ireland, 22 December 2023 - Transatlantic clean energy independent power producer (“IPP”) Alternus Energy Group Plc (OSE: ALT) (“AEG”) has today compl

Employment Agreement by and among David Farrell and JD 03 Ltd dated October 5, 2021 (incorporated by reference to Exhibit 10.17 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.17   PRIVATE AND CONFIDENTIAL DATED 05 October 2021 (1) (Alternus Energy Group plc) (2) (Mr. David Farrell) Employment Contract THIS AGREEMENT is made on 05 October 2021 BETWEEN (1) Alternus Energy Group plc of Suites 9/10, Plaza 212, Blanchardstown Corporate Park 2, Dublin 15, D15 R504 (hereinafter called the “Company”) and (2) Mr. David Farrell of Cross, Ardagh, Co. Longford, N39 RR66

Employment Agreement by and among Larry Farrell and Solis Bond Company DAC dated September 1, 2022 (incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.18 EXECUTION VERSION PRIVATE AND CONFIDENTIAL DATED 1 September 2022 (1) ALTERNUS ENERGY GROUP PLC (2) SOLIS BOND COMPANY DAC (3) Mr. Larry Farrell Employment Contract (Agreement) THIS AGREEMENT is made on 1 September 2022 BETWEEN (1) ALTERNUS ENERGY GROUP PUBLIC LIMITED COMPANY of Suites 9/10, Plaza 212, Blanchardstown Corporate Park 2, Dublin 15, D15 R504 (hereinafter called the “Pare

Warrant Agreement dated December 22, 2023, by and among the Company and SCM Tech LLC (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December, 22 2023)

Exhibit 10.11 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Loan Agreement by and among OBN Financial Services Limited, Paul O’Brien and AEG MH 02 Limited dated June 1, 2022, as amended and restated (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.5 DATED June 1, 2022 (1)   OBN FINANCIAL SERVICES LIMITED (AS ARRANGER) (2)   PAUL O’BRIEN (as LENDER) (3)   AEG MH 02 limited (AS BORROWER) LOAN AGREEMENT CONTENTS Page 1 INTERPRETATION 1 2 THE FACILITY 3 3 PURPOSE AND APPLICATION OF ADVANCE 3 4 CONDITIONS OF UTILISATION 3 5 AVAILABILITY OF ADVANCES 3 6 ARRANGEMENT FEES 4 7 REPAYMENT/PREPAYMENT 4 8 INTEREST 4 9 SECURITY 5 10 EVENTS OF

Secured Senior Facility Agreement by and among AEG JD 01 LTD and Deutsche Bank AG dated December 21, 2022 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.6 CLIFFORD CHANCE PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG Execution Version EUR 64,000,000 SECURED SENIOR FACILITY AGREEMENT dated December 2022 for AEG JD 01 LTD arranged by DEUTSCHE BANK AG with DEUTSCHE BANK AG acting as hedge counterparty and LAW DEBENTURE CORPORATE SERVICES LIMITED acting as Senior Agent and THE LAW DEBENTURE TRUST CORPORATION P.L.C. acting as Common Security

Employment Agreement by and among Gary Swan and Solis Bond Company DAC dated March 31, 2021 (incorporated by reference to Exhibit 10.16 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.16 CONTRACT OF EMPLOYMENT This Contract of Employment (the “Contract”), dated as of the 31st of March, 2021, is by and between Alternus Energy Group plc., an Irish company with registration number 642708 located at Suite 11, Plaza 212, Blanchardstown Corporate Park 2, Dublin 15 (the “Company”) and Mr. Gary Swan, an individual and Irish citizen residing at 55 Heathervue, Greystones, Co.

Solis Bond Terms Amendment Agreement No. 1 dated July 5, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.2 Execution version AMENDMENT AGREEMENT NO. 1 dated 5 July 2021 in respect of BOND TERMS dated 5 January 2021 between, amongst others, SOLIS BOND COMPANY DESIGNATED ACTIVITY COMPANY as Issuer and NORDIC TRUSTEE AS as Bond Trustee on behalf of the Bondholders in the bond issue Solis Bond Company Designated Activity Company FRN Senior Secured EUR 200,000,000 Green Bonds 2021/2024 ISIN NO

Secured Mezzanine Facility Agreement by and among AEG MH 03 LTD and Deutsche Bank AG dated December 21, 2022 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.7 CLIFFORD CHANCE PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG Execution version EUR 16,000,000 SECURED MEZANNINE FACILITY AGREEMENT dated 21 December 2022 for AEG MH 03 LTD arranged by DEUTSCHE BANK AG with LAW DEBENTURE CORPORATE SERVICES LIMITED acting as Mezzanine Agent and THE LAW DEBENTURE TRUST CORPORATION P.L.C. acting as Security Agent MEZZANINE REVOLVING FACILITY AGREEMENT Not

Non-Redemption Agreement by and among Clean Earth Acquisitions Corp., the Clean Earth Acquisitions Sponsor LLC, and the investor named therein dated December 18, 2023 (incorporated by reference to Exhibit 10.22 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.22 Execution Version NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 18, 2023, is made by and among Clean Earth Acquisitions Corp., a Delaware corporation (“SPAC” and after the Closing (defined below), “Pubco”), the undersigned investor (collectively, the “Investor”), and Clean Earth Acquisitions Sponsor LLC, a Delaware limited liability c

Amended and Restated Bylaws of Alternus Clean Energy, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF Alternus Clean Energy Inc. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regi

Third Amended and Restated Certificate of Incorporation of Alternus Clean Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAN EARTH ACQUISITIONS CORP. Clean Earth Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Clean Earth Acquisitions Corp.” The original certificate of incorporation was filed with the Secretar

Solis Bond Terms Amendment Agreement No. 3 dated July 16, 2023 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.4 Execution version AMENDMENT AGREEMENT NO. 3 dated July 2023 in respect of BOND TERMS dated 5 January 2021 between, amongst others, SOLIS BOND COMPANY DESIGNATED ACTIVITY COMPANY as Issuer and NORDIC TRUSTEE AS as Bond Trustee on behalf of the Bondholders in the bond issue Solis Bond Company Designated Activity Company FRN Senior Secured EUR 200,000,000 Green Bonds 2021/2024 ISIN NO001

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.23 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.23 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2023, by and between ALTERNUS CLEAN ENERGY INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate

Letter from BDO USA P.C. to the Securities and Exchange Commission, dated December 22, 2023

Exhibit 16.1 December 22, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on December 22, 2023, to be filed by our former client, Clean Earth Acquisitions Corp. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very tr

Alternus Clean Energy, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.20 ALTERNUS CLEAN ENERGY INC. 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: December 22, 2023 APPROVED BY THE STOCKHOLDERS: December 4, 2023 1. Purposes of the Plan. The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility, · to provide additional incentive to Employees, Directors and Consultants, and

Amended and Restated Convertible Promissory Note issued to Wissam Anastas dated April 19, 2023 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.8 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

Form of Specimen Common Stock Certificate of Alternus Clean Energy, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 4.1 SPECIMEN COMMON STOCK CERTIFICATE NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] ALTERNUS CLEAN ENERGY, INC. COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), transferable on the books of the Compa

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 14.1 1 Table of Contents Introduction 3 Chief Executive Officer Statement 3 Our Mission 4 Our Vision 4 Purpose 4 Ethics 4 Human Rights 5 Safety and the Environment 5 Culture and Communication 6 Conflicts of Interest 6 Equal Employment Opportunity 7 Loyalty 7 Kickbacks and Gratuities 7 Generally Accepted Accounting Principles (GAAP) 8 Improper Influence on Conduct of Audits 8 Insider Tradin

Solis Bond Terms by and among Solis Bond Company DAC and Nordic Trustee AS dated January 5, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.1 Execution version BOND TERMS FOR Solis Bond Company Designated Activity Company FRN senior secured EUR 200,000,000 green bonds 2021/2024 ISIN NO0010914914 Contents Clause Page 1. INTERPRETATION 3 2. THE BONDS 22 3. THE BONDHOLDERS 24 4. ADMISSION TO LISTING 25 5. REGISTRATION OF THE BONDS 25 6. CONDITIONS FOR DISBURSEMENT 26 7. REPRESENTATIONS AND WARRANTIES 30 8. PAYMENTS IN RESPECT

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included (i) elsewhere in this Current Report on Form 8-K and (ii) in Clean Earth Acquisition Corp.’s definitive proxy statement filed with the Securities and Exchange Commission on November 13, 2023. The following unaudited pro forma condensed com

Solis Bond Terms Amendment Agreement No. 2 dated May 16, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.3 Execution Version AMENDMENT AGREEMENT NO. 2 dated May 2023 in respect of BOND TERMS dated 5 January 2021 between, amongst others, SOLIS BOND COMPANY DESIGNATED ACTIVITY COMPANY as Issuer and NORDIC TRUSTEE AS as Bond Trustee on behalf of the Bondholders in the bond issue Solis Bond Company Designated Activity Company FRN Senior Secured EUR 200,000,000 Green Bonds 2021/2024 ISIN NO0010

Secured Promissory Note dated October 3, 2023, by and among Alternus Energy Americas Inc. and SCM Tech LLC (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.9 ALTERNUS ENERGY AMERICAS INC. SECURED PROMISSORY NOTE Issue Date: October 3, 2023 Principal Amount: US$ 3,150,000 Maturity Date: March 31, 2024 Purchase Price Amount: US$ 2,205,000 FOR VALUE RECEIVED, BEING THE PURCHASE PRICE, ALTERNUS ENERGY AMERICAS INC., a Delaware corporation with offices located at 360 Kingsley Park Drive, Suite 250, Fort Mill, SC, 29715 , (the "Company"), promis

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of Alternus Energy Group Plc “Company” financial condition and results of operations for the three- and nine-month periods ended September 30, 2023 and 2022. You should read this discussion and analysis together with the Company consolidated financial statem

CLEAN EARTH ACQUISITIONS CORP. UNAUDITED CONDENSED BALANCE SHEETS

Exhibit 99.2 CLEAN EARTH ACQUISITIONS CORP. UNAUDITED CONDENSED BALANCE SHEETS September 30, 2023 December 31, 2022 ASSETS Current assets Cash $ 9,266 $ 630,460 Prepaid expenses 259,034 298,172 Other receivable — 7,462 Marketable securities held in Trust Account 86,038,091 235,586,028 Total current assets 86,306,391 236,522,122 Total Assets $ 86,306,391 $ 236,522,122 LIABILITIES, CLASS A COMMON ST

Employment Agreement by and among Joseph Duey and the Company dated December 22, 2023 (incorporated by reference to Exhibit 10.14 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), effective as of December 22, 2023, is by and among Alternus Clean Energy Inc. ( the “Company”) and Joseph E. Duey (the “Executive”). NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledg

Employment Agreement by and among Taliesin Durant and the Company dated December 22, 2023 (incorporated by reference to Exhibit 10.15 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), effective as of December 22, 2023, is by and among Alternus Clean Energy Inc. (the “Company”) and Taliesin Durant, (the “Executive”). NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowled

Warrant Agreement dated December 22, 2023, by and among the Company and SCM Tech LLC (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 22, 2023)

Exhibit 10.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Subsidiaries List

Exhibit 21.1 Alternus Lux 01 S.a.r.l. Luxembourg AEG MH 01 Limited Ireland AEG MH 02 Limited Ireland AEG MH 03 Limited Ireland AEG MH 04 Limited Ireland AEG JD 01 Limited Ireland AEG JD 03 Limited Ireland Solis Bond Company DAC Ireland BI.MA. SRL Italy CIC Rooftop 2 S.r. l. Italy CIC RT Treviso S.r.l. Italy CTS Power 2 S.r.l. Italy KKSOL S.r.l. Italy MABI S.R.L. Italy PC-Italia-02 S.P.A. Italy Pet

Regulation FD Disclosure, Financial Statements and Exhibits

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 21, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 000-1883984 87-1431377 (State or other jurisdiction of incorporation)

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included (i) elsewhere in this Current Report on Form 8-K and (ii) in Clean Earth Acquisition Corp.’s definitive proxy statement filed with the Securities and Exchange Commission on November 13, 2023. The following unaudited pro forma condensed com

Financial Statements and Exhibits, Other Events

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 12, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 000-41306 87-1431377 (State or other jurisdiction of incorporation) (C

Clean Earth and Alternus Energy Announce Continuation of Business Combination Close Process

Exhibit 99.1 Clean Earth and Alternus Energy Announce Continuation of Business Combination Close Process NEW YORK & DUBLIN, 12 December 2023 - Clean Earth Acquisition Corp. (Nasdaq: CLIN) (“Clean Earth” or the “Company”), announced today that the conditions to closing the business combination (the “Business Combination”) between Clean Earth and Alternus Energy Group Plc, a public limited company i

Clean Earth and Alternus Energy Announce Shareholder Approval of Business Combination

Exhibit 99.1 Clean Earth and Alternus Energy Announce Shareholder Approval of Business Combination NEW YORK & DUBLIN, 5 December 2023 - Clean Earth Acquisition Corp. (Nasdaq: CLIN) (“Clean Earth” or the “Company”), a publicly traded special purpose acquisition company and Transatlantic clean energy independent power producer Alternus Energy Group Plc, a public limited company incorporated under th

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 4, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of incorporation) (Co

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 4, 2023 CLEAN EARTH ACQU

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 4, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of incorporation) (Co

Clean Earth and Alternus Energy Announce Shareholder Approval of Business Combination

Exhibit 99.1 Clean Earth and Alternus Energy Announce Shareholder Approval of Business Combination NEW YORK & DUBLIN, 5 December 2023 - Clean Earth Acquisition Corp. (Nasdaq: CLIN) (“Clean Earth” or the “Company”), a publicly traded special purpose acquisition company and Transatlantic clean energy independent power producer Alternus Energy Group Plc, a public limited company incorporated under th

Forward Purchase Agreement by and among Clean Earth Acquisitions Corp., Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, L.P. and Meteora Strategic Capital, LLC dated December 3, 2023 (incorporated by reference to Exhibit 10.1 to Clean Earth Acquisitions Corp.’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 4, 2023)

Exhibit 10.1 Date: December 3, 2023 To: Clean Earth Acquisitions Corp., a Delaware corporation (“CLIN”) and Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“Target”). Address: 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738 From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 3, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of incorporation) (Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 3, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 001-41306 87-1431377 (State or other jurisdiction of incorporation) (

Forward Purchase Agreement by and among Clean Earth Acquisitions Corp., Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, L.P. and Meteora Strategic Capital, LLC dated December 3, 2023 (incorporated by reference to Exhibit 10.1 to Clean Earth Acquisitions Corp.’s Current Report on Form 8-K (File No. 001-41306), filed with the Securities and Exchange Commission on December 4, 2023)

Exhibit 10.1 Date: December 3, 2023 To: Clean Earth Acquisitions Corp., a Delaware corporation (“CLIN”) and Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“Target”). Address: 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738 From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): November 24, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 000-1883984 87-1431377 (State or other jurisdiction of incorporation)

Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Clean Earth Acquisitions Corp.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAN EARTH ACQUISITIONS CORP. Clean Earth Acquisitions Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The Second Amended and Restated Certificate of Incorporation of

Alternus Energy Reports Third Quarter 2023 Financial Results

Exhibit 99.1 Alternus Energy Reports Third Quarter 2023 Financial Results Dublin, 28 November 2023 - International Renewable Independent Power Producer (IPP) Alternus Energy Group Plc (OSE: ALT) (the “Company” or “Alternus”) today announced unaudited U.S. GAAP financial results for the third quarter of 2023 under the US GAAP format. Q3 2023 Highlights ● Power production decreased by 5.4% YoY to 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 28, 2023 CLEAN EARTH ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 000-1883984 87-1431377 (State or other jurisdiction of incorporation)