Clean Earth Acquisitions Corp.

An extreme 1-for-2,500 reverse split signals severe post-deal share price deterioration and likely non-compliance with exchange listing requirements, forcing the company to OTC Pink. This is highly dilutive-risk-relevant for any former SPAC shareholders still holding equity, as it reflects significant value destruction since the merger closed.

This summary is drawn from the cover page and the cautionary statement of the report; the balance sheet and statements of operations are not covered here.

Supplies the pro forma financial information the September 2025 acquisition report deferred. The counterparty named in the prior report and the entity the pro formas cover are written differently in the same document (Hover in the recital, EverOn Energy LLC in the exhibit), and both are recorded here as filed rather than reconciled.

Series F investors are giving up their anti-dilution ranking protection at subscription, clearing the way for further preferred issuances including a contemplated raise of up to $10 million with RBW Capital that is described as a term sheet, not a completed financing. The subscription amount is not stated in the form.

Substantial doubt about going concern is stated in the filing, and the equity base behind it is tiny — 724,658 shares outstanding, the signature of a company that has already run one or more deep reverse splits. New Series D convertible preferred carrying a put option appeared during the quarter, which means the financing is both dilutive on conversion and a cash claim if put. For a former CLIN holder the trust is long gone; what remains is a levered project developer funding itself with structured preferred.

A full fiscal year with no revenue at all is the central fact: the utility-scale portfolio that produced 2024 revenue no longer does, and the business described in the report, power purchase and energy-as-a-service contracts with corporate clients, is a pipeline rather than a revenue base. Against that the auditor has flagged going concern and management says additional working capital is required. The securities trade on the OTC Market rather than an exchange, so a holder faces limited liquidity while that financing is sought.

What changed: Alternus Clean Energy (post-merger entity from Clean Earth Acquisitions Corp.) effected a 1-for-2,500 reverse stock split on August 20, 2026, reducing outstanding common shares from approximately 724,658 to approximately 290. The stock began trading on a split-adjusted basis on the OTC Pink market under temporary symbol ALCED, reverting to ADIS after 20 trading days. Why it matters: An extreme 1-for-2,500 reverse split signals severe post-deal share price deterioration and likely non-compliance with exchange listing requirements, forcing the company to OTC Pink. This is highly dilutive-risk-relevant for any former SPAC shareholders still holding equity, as it reflects significant value destruction since the merger closed.

What changed: Q2 2026 10-Q of Alternus Clean Energy, Inc. (ALCE, quoted on OTC Market), filed under Clean Earth Acquisitions Corp's CIK, for the quarterly period ended June 30, 2026. The cover states 724,658 shares of common stock outstanding as of August 14, 2026, and lists both the common stock and the warrants as quoted on OTC Market rather than an exchange. Why it matters: This summary is drawn from the cover page and the cautionary statement of the report; the balance sheet and statements of operations are not covered here.

What changed: 8-K/A of Alternus Clean Energy, Inc. amending Item 9.01 of the Form 8-K filed October 6, 2025, which announced that on September 30, 2025 the Company entered a Stock Purchase Agreement and Joint Venture Operating Agreement with Hover. Item 9.01 now files as Exhibit 99.1 unaudited pro forma condensed combined financial information giving effect to the Company's acquisition of EverOn as of September 30, 2025, with pro forma statements of operations for the Company and EverOn for the years ended December 31, 2024 and 2025. The report states the pro formas are informational only. Why it matters: Supplies the pro forma financial information the September 2025 acquisition report deferred. The counterparty named in the prior report and the entity the pro formas cover are written differently in the same document (Hover in the recital, EverOn Energy LLC in the exhibit), and both are recorded here as filed rather than reconciled.

What changed: Exhibit 10.1 to an 8-K of Alternus Clean Energy, Inc.: the form of Subscription Agreement for shares of the company's Series F Convertible Preferred Stock, with terms in an attached Certificate of Designation and the consideration stated on each investor's signature page. The company agrees to file an initial resale registration statement on Form S-1 covering the common stock issuable on conversion within three months of the Original Issue Date and to use commercially reasonable efforts to have it declared effective. Why it matters: Series F investors are giving up their anti-dilution ranking protection at subscription, clearing the way for further preferred issuances including a contemplated raise of up to $10 million with RBW Capital that is described as a term sheet, not a completed financing. The subscription amount is not stated in the form.